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

                                   FORM 10-QSB

(Mark One)

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 For the quarterly period ended August 31, 2000

[ ] Transition  report  under  Section 13 or 15(d) of the Exchange Act 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
 Incorporation or Organization)                          Identification No.)


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

                                 (401) 397-6800
                 (Issuers 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
November 1, 2000.

    Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                              INDEX TO FORM 10-QSB

                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Consolidated Balance Sheet as of August 31, 2000                     3

          Consolidated Statements of Operations for the
          three months ended August 31, 2000 and August 31, 1999               5

          Consolidated Statements of Operations for the
          six months ended August 31, 2000 and August 31, 1999                 6

          Consolidated Statements of Cash Flows for the
          six months ended August 31, 2000 and August 31, 1999                 7

          Notes to Financial Statements 8

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              12

PART II. OTHER INFORMATION

          Item 1. Legal Proceedings                                           15

          Item 2. Changes in Securities                                       15

          Item 3. Defaults Upon Senior Securities                             15

          Item 4. Submissions of Matters to a Vote of Security Holders        15

          Item 5. Other Information                                           15

          Item 6. Exhibits and Reports on Form 8-K                            15

SIGNATURES                                                                    16

                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           JD AMERICAN WORKWEAR, INC.
                                  BALANCE SHEET
                                   (Unaudited)

                                                                 AUGUST 31, 2000
                                                                 ---------------
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                           $   10,833
  Accounts receivable, net of allowance $10,000                          388,380
  Inventory                                                              535,324
  Real property for resale                                               240,000
  Equipment for resale                                                   428,000
  Short term loans receivable                                             89,406
  Other current assets                                                    78,404
                                                                      ----------
     Total current assets                                              1,770,347

Property and equipment, net                                            4,929,312
Intangible assets, net                                                   161,113
Inventory, long-term                                                     740,675
                                                                      ----------
     TOTAL ASSETS                                                     $7,601,447
                                                                      ==========

              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       3
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                           BALANCE SHEET -- CONTINUED
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                AUGUST 31, 2000
                                                                                ---------------
<S>                                                                             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
 Current portion of long-term debt                                                 $    381,821
 Accounts payable                                                                       504,195
 Accrued expenses                                                                        89,704
 Accrued payroll                                                                        227,212
 Accrued interest                                                                        81,411
 Short-term loans                                                                       147,218
                                                                                   ------------
    Total current liabilities                                                         1,431,561

Long-term debt, net of current portion                                                2,014,386

Mandatory   redeemable   preferred  stock,   Series  B,  cumulative  and
 convertible,  authorized  3,950  shares,  $.001 par value,  2,993 shares
 issued and outstanding, redemption amount $3,255,194                                 2,149,879

STOCKHOLDERS' EQUITY (DEFICIT):
 Preferred stock, total authorized 1,000,000 shares:
  Series A, cumulative and convertible, $.001 par value,
   112 shares issued and outstanding, liquidating preference $361,400                        --
  Series C, cumulative and convertible, $.001 par value,
   11,300 shares issued and outstanding, liquidating preference $9,800,000                   11
  Common stock, $.002 par value, authorized 7,500,000 shares,
   2,984,178 issued and outstanding                                                       5,957
 Additional paid-in capital                                                          11,005,899
 Stock receivable                                                                      (336,450)
 Accumulated deficit                                                                 (8,669,796)
                                                                                   ------------
    Total Stockholders' equity (deficit)                                              2,005,621
                                                                                   ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                           $  7,601,447
                                                                                   ============
</TABLE>

              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       4
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                   FOR THE THREE MONTHS ENDED
                                                                             -------------------------------------
                                                                             AUGUST 31, 2000       AUGUST 31, 1999
                                                                             ---------------       ---------------
<S>                                                                          <C>                   <C>
Net sales                                                                      $   645,662           $   385,105
Cost of goods sold                                                                 240,783               264,691
                                                                               -----------           -----------
Gross profit                                                                       404,879               120,414
Selling, general and administrative expenses:
 Payroll and payroll taxes                                                         150,085               107,405
 Consulting expenses                                                               104,654               102,130
 Professional fees                                                                  45,218                60,082
 Other                                                                             149,774                68,795
                                                                               -----------           -----------
        Total selling, general and administrative expenses                         449,731               338,412
                                                                               -----------           -----------
  Loss from operations                                                             (44,852)             (217,998)
  Depreciation and amortization                                                    (66,755)              (14,032)
  Interest expense                                                                 (55,265)              (17,070)
                                                                               -----------           -----------
                                                                                  (166,872)             (249,100)
Less: profit (loss) on purchased segment prior to date of acquisition                                     (3,223)
                                                                               -----------           -----------
        Net loss                                                                  (166,872)             (245,877)
Accretion of discount and dividends on mandatory
 redeemable preferred stock                                                        (99,772)             (132,014)
                                                                               -----------           -----------
Net loss to common stockholders                                                $  (266,644)          $  (377,891)
                                                                               ===========           ===========
Net loss per common shareholders, basic and diluted                            $      (.09)          $      (.16)
                                                                               ===========           ===========
Weighted average number of common shares outstanding                             2,899,000             2,420,019
                                                                               ===========           ===========
</TABLE>

              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       5
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                   FOR THE SIX MONTHS ENDED
                                                                             -------------------------------------
                                                                             AUGUST 31, 2000       AUGUST 31, 1999
                                                                             ---------------       ---------------
<S>                                                                          <C>                   <C>
Net sales                                                                      $   736,707           $   562,820
Cost of goods sold                                                                 264,086               369,549
                                                                               -----------           -----------
Gross profit                                                                       472,621               193,271
Selling, general and administrative expenses:
 Payroll and payroll taxes                                                         296,572               304,504
 Consulting expenses                                                               162,259               146,143
 Professional fees                                                                  57,826                46,349
 Other                                                                             207,421               167,505
                                                                               -----------           -----------
   Total selling, general and administrative expenses                              724,078               664,501
   Loss from operations                                                           (251,457)             (471,230)
   Depreciation and amortization expense                                           (89,296)              (14,032)
   Interest expense                                                                (68,687)              (19,921)
                                                                               -----------           -----------
                                                                                  (409,440)             (505,183)
Less: Profit (loss) on purchased segment prior to date of acquisition               (3,038)               10,660
                                                                               -----------           -----------
   Net loss                                                                       (406,402)             (515,843)
Accretion of discount and dividends on mandatory
 redeemable preferred shares                                                      (243,575)             (261,495)
                                                                               -----------           -----------
Net loss per common shareholder                                                $  (649,977)          $  (777,338)
                                                                               ===========           ===========
Net loss per common share, basic and diluted                                   $      (.22)          $      (.33)
                                                                               ===========           ===========
Weighted average number of common shares outstanding                             2,899,000             2,354,663
                                                                               ===========           ===========
</TABLE>

              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       6
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              FOR THE SIX MONTHS ENDED
                                                         -----------------------------------
                                                         AUGUST 31, 2000     AUGUST 31, 1999
                                                         ---------------     ---------------
<S>                                                      <C>                 <C>
Cash flows from operating activities
Net loss                                                    $(409,440)          $(505,183)
Adjustments to reconcile net loss to net cash used
in operating activities:
 Depreciation and amortization                                 89,296              14,032
 Securities issued for services rendered                      165,698              40,000
Changes in operating assets and liabilities:
 Accounts receivable                                          (55,152)             36,498
 Notes receivable, stockholder                                  2,635              (4,006)
 Inventory                                                    (41,067)            119,457
 Other assets                                                 (78,254)            (24,345)
 Accounts payable                                              77,165             (11,559)
 Accrued expenses                                               9,840
 Accrued payroll                                              150,000
 Accrued interest                                              16,301
                                                            ---------           ---------
 Net cash used in operating activities                        (72,978)           (335,106)
                                                            ---------           ---------
Cash flows from investing activities
 Capital expenditures                                              --                  --
                                                            ---------           ---------
 Net cash provided by investing activities                         --                  --
                                                            ---------           ---------
Cash flows from financing activities
 Advances on notes payable and long-term debt                  65,603             139,627
 Repayments on notes payable and long-term debt               (21,315)            (49,857)
 Exercise of stock options and warrants                        28,000              85,500
                                                            ---------           ---------
 Net cash provided by financing activities                     72,288             175,270
                                                            ---------           ---------
Net increase decrease in cash                                    (690)           (159,836)
Cash and cash equivalents - beginning of period                11,523             225,437
                                                            ---------           ---------
Cash and cash equivalents - end of period                   $  10,833           $  65,601
                                                            =========           =========
</TABLE>

              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       7
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                          Notes to Financial Statements
                                   (Unaudited)
                                 August 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  marketing  industrial  workwear
        products, providing machining and fabrication of parts used in industry,
        parts sales and service for heavy construction equipment, and paving and
        concrete installation.

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
        expanded  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.

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.

                                       8
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                          Notes to Financial Statements
                                   (Unaudited)
                                 August 31, 2000

NOTE 4: ACQUISITIONS

        In June 2000, the Company  completed the acquisition of Patina Corp. and
        its subsidiary,  International Machine and Welding, by acquiring all the
        outstanding capital stock of Patina Corp. for approximately  $4,500,000.
        The  acquisition  was funded by 9,800 shares of Series C 6%  Convertible
        Preferred Stock.

        In June 2000, the Company also acquired Rhode Island Truck and Equipment
        Corp. for 200,000 shares of the Company's common stock, in a transaction
        valued at approximately $200,000.

        The foregoing  acquisitions have been recorded under the purchase method
        of accounting and,  accordingly,  the results of the acquired businesses
        are included in the consolidated  financial statements since the date of
        acquisition.  The  allocations  of the  purchase  prices are  subject to
        adjustment when the final valuation information is determined.

        The  following  unaudited pro forma  summary  presents the  consolidated
        results of operation  as if the  acquisition  of Patina Corp.  and Rhode
        Island  Truck and  Equipment  Corp.  had occurred on March 1, 1999 after
        giving  effect  to  certain   adjustments.   The  pro  forma   financial
        information  does  not  purport  to be  indicative  of  the  results  of
        operations that would have occurred had the  transaction  taken place at
        the  beginning  of  the  periods  presented  or  of  future  results  of
        operations.

                                                    SIX MONTHS ENDED AUGUST 31,
                                                   ----------------------------
                                                      2000              1999
                                                   ----------        ----------
        Revenue                                    $  736,707        $  562,820
        Loss from continuing operations              (653,015)         (724,706)
        Net loss                                     (653,015)         (724,706)
        Basic loss per share                       $     (.23)       $     (.31)


NOTE 5: SEGMENT AND RELATED INFORMATION

        The Company's  reportable segments are product marketing,  manufacturing
        and construction management.

        PRODUCT  MARKETING  offers the sale of all JD  American  Workwear,  Inc.
        manufactured and distributed products including JD Safety Work Pants, JD
        Safety Work Jeans and its five pocket blue jean line.

        MANUFACTURING  offers the production,  maintenance and repair of certain
        heavy industrial  parts and equipment,  and the repair and sale of parts
        and the  service  for  their  installation.  International  Machine  and
        Welding, Inc. began operations on June 1, 2000.

        CONSTRUCTION  MANAGEMENT  offers  installation  and  repair of  concrete
        structures  and commercial and  residential  paving.  On a limited basis
        this sector  also sells  commercial  vehicles  and heavy  equipment  and
        supplies.  The  operating  company in this segment is Rhode Island Truck
        and Equipment Corp.

                                       9
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                          Notes to Financial Statements
                                   (Unaudited)
                                 August 31, 2000

NOTE 5: SEGMENT AND RELATED INFORMATION (Continued)

        The accounting policies of the reportable segments are the same as those
        described in Note 1 to the Company's  financial  statements  and related
        notes  contained in the  Company's  Annual  Report on Form  10-KSB.  The
        Company  evaluates the performance of its operating  segments based upon
        income  before  taxes  and  non-recurring  charges  such  as  beneficial
        conversion features and extraordinary items.

        Segment  information  for the six months  ended August 31, 2000 and 1999
        was as follows:

        For six months ended August 31, 2000:

                                         PRODUCT                    CONSTRUCTION
                                         MARKETING   MANUFACTURING   MANAGEMENT
                                         ---------   -------------   ----------
        Revenue                          $   45,748    $  543,581     $147,378
        Income (loss) from operations      (272,863)      103,991        1,796
        Depreciation and amortization        25,360        44,213       19,723
        Total assets                      1,281,186     6,005,818      314,443

        For six months ended August 31, 1999:

                                         PRODUCT                    CONSTRUCTION
                                         MARKETING   MANUFACTURING   MANAGEMENT
                                         ---------   -------------   ----------
        Revenue                          $  468,944    $              $ 93,876
        Income (loss) from operations      (481,890)                    10,660
        Depreciation and amortization        14,032                          0
        Total assets                      2,396,426                    280,903

        Reconciliation of consolidated amounts:

                                                         FOR THE SIX MONTHS
                                                           ENDED AUGUST 31,
                                                     --------------------------
                                                        2000            1999
                                                     ----------      ----------
        Revenues
          Total revenues reportable segments         $  736,707      $  562,820
          Other revenues
          Total revenues from operations             $  736,707      $  562,820

        Income (loss) from continuing operations
          Segments                                   $ (162,172)     $ (292,870)
          Unallocated amounts                          (463,660)       (453,987)
            Interest expense                            (28,075)        (19,921)
            Interest income                                 892
        Net loss per common shareholder              $ (653,015)     $ (766,678)

                                       10
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                          Notes to Financial Statements
                                   (Unaudited)
                                 August 31, 2000

NOTE 5: SEGMENT AND RELATED INFORMATION (Continued)

        Reconciliation of consolidated amounts:

                                                         FOR THE SIX MONTHS
                                                           ENDED AUGUST 31,
                                                     --------------------------
                                                        2000            1999
                                                     ----------      ----------
        Assets

        Total assets for reportable segments         $7,523,007      $2,402,823
        Other assets                                     78,440         274,506
        Total assets                                 $7,601,447      $2,677,329


NOTE 6: SUBSEQUENT EVENTS

        On October 23, 2000, the Company and Union Labor Life Insurance Company,
        "ULLICO', reached an agreement to amend the Stock Purchase Agreement and
        the Certificate of Designation for the Series B 12% Cumulative Preferred
        Stock. This agreement will allow the Company to reduce the dividend from
        12% to 6% annually  and to extend the payment in kind  dividend  payment
        method  through the payment due May 31, 2004. The payment in kind method
        is at the Company's option if less than 50% of the Series C 6% Preferred
        Stock is outstanding. ULLICO has agreed

        ULLICO further agreed to relinquish its mandatory  conversion rights and
        certain   other   restrictive   covenants   related  to  financing   and
        acquisitions as well as its rights to warrants if dividends were paid in
        kind.

                                       11
<PAGE>
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 distributed by the Company.

        The acquisition of Patina Corp. and its subsidiary International Machine
and  Welding,  Inc.  provides  a full  service  welding  and  machine  shop with
expertise in metal fabrication,  various types of welding,  machining and boring
operations.  The subsidiary is particularly  strong in the  re-manufacturing  of
large, complex shaped heavy components, pumps, valves, bearings, shafts etc. The
company's  boring  mill is one of the  largest  in the  Southeast  allowing  the
company to machine items up to 20 feet in diameter and 55 feet in length.

        Other operations housed at International  Machine and Welding include an
independent  full  service  repair  facility  capable  of  repairing  most heavy
construction  equipment,  including  rebuilding engines,  transmissions,  torque
converters,  undercarriage  and tracks for crawler  tractors.  The Company has a
fleet of field  service  trucks  capable  of doing  most  repairs  in the field.
Coupled with these  operations is a direct to the consumer parts sales operation
for heavy construction equipment.

        Rhode  Island  Truck  and  Equipment  Corp.  has  historically  provided
commercial  truck,  heavy equipment and supply sales in Rhode Island. In January
2000, the operations  were expanded to include paving and concrete work that had
been done  individually  by family  members  associated  with the  Company.  The
current  expansion,  in the Northeast of building trades,  road construction and
repair,  and a booming  economy  that  allows  individuals  to make  repairs  or
improvements to their properties made this expansion feasible.

                                       12
<PAGE>
COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED AUGUST 31,
2000 AND 1999.

        Net sales for the three months ended August 31, 2000 increased  67.7% to
$645,662 from $385,105 for the three months ended August 31, 1999.  The increase
is directly attributable to the addition of the manufacturing segment's revenues
of $543,581 that began operations June 1, 2000. Cost of goods sold for the three
months  ended  August 31, 2000 was  $240,783  compared to $264,691 for the three
months ended August 31, 1999. Gross margin for the three months ended August 31,
2000 was  $404,879  compared to $120,414  for the three  months ended August 31,
1999. The gross profit margin percentage increased to 62.7% for the three months
ending August 31, 2000 from a 31.3% gross profit margin percentage for the three
months  ended  August 31,  1999.  The increase is due to the higher gross profit
margins of the manufacturing segment.

        Operating  expenses  increased  to $449,731  for the three  months ended
August 31, 2000 from  $338,412  for the three  months ended August 31, 1999 as a
result of the addition of the manufacturing segment.

        The net loss for the three  months  ended  August 31, 2000 was  $266,644
($.09 per common  share)  compared  to a net loss of  $377,891  ($.16 per common
share) for the three  months  ended  August 31,  1999.  The increase is directly
attributable  to a low sales activity in the product  marketing  segment for the
three  months ended August 31, 2000 as compared to the three months ended August
31, 1999.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 31, 2000
AND 1999.

        Net sales for the six months  ended August 31, 2000  increased  30.9% to
$736,707 from $562,820 for the six months ended August 31, 1999. The increase is
directly  attributable to the inclusion of  manufacturing  division  revenues of
$543,581 that did not exist in the six months  ending  August 31, 1999.  Cost of
goods sold for the six months  ended  August 31, 2000 was  $264,086  compared to
$369,549  for the six months  ended  August 31,  1999.  Gross margin for the six
months  ended  August 31, 2000 was  $472,621  compared  to $193,271  for the six
months ended August 31, 1999. The gross profit margin increased to 64.2% for the
six months  ending  August 31,  2000 an  increase  of 87.2% over the 34.3% gross
profit  margin for the six months  ended  August 31,  1999.  The increase in the
gross profit  margin is primarily due to the increase in the gross profit margin
of paving over truck and supply  sales gross  profit  margin and the 62.4% gross
profit margin in the newly included manufacturing sector.

        Operating expenses increased to $724,078 for the six months ended August
31, 2000 from $664,501 for the six months ended August 31, 1999. The increase is
due to the addition of the manufacturing segment for the six months ended August
31, 2000 as compared to the six months ended August 31, 1999.

        The net loss for the six months ended August 31, 2000 was $649,977 ($.22
per common share) compared to a net loss of $777,338 ($.33 per common share) for
the six months ended August 31, 1999. The decrease is directly  attributable  to
the  inclusion  of the profits  from the new  segments  for the six months ended
August 31, 2000 as compared to the six months ended August 31, 1999.

                                       13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

        Net cash used in  operating  activities  was  $72,978 for the six months
ended  August 31, 2000  compared to $335,106 for the six months ended August 31,
1999. Accounts receivable increased $55,152 from February 29, 2000 to August 31,
2000 as a result of increases  in the  construction  management  segment and the
addition of the manufacturing segment.  Inventory increased with the addition of
the manufacturing segment during the first six months of fiscal 2001.

        Cash flow from  operations  and  short-term  loans  provided the working
capital  needs and principal  payments on long-term  debt through the six months
ended August 31, 2000.  However,  the Company requires  additional  financing to
provide for working  capital  needs and  principal  payments on  long-term  debt
during the year ended  February  28, 2001 and to meet its  business  strategy of
achieving  significant  expansion  in revenue  for all  divisions  and to expand
through  strategic  acquisitions  and  alliances.  The Company has been actively
seeking  additional  debt  and/or  equity  financing;  however,  there can be no
assurance that  financing will be available to the Company on acceptable  terms,
if at all.

        Through August 31, 2000, the Company has experienced substantial losses,
and at August 31, 2000 had an accumulated  deficit of approximately  $8,669,796.
The Company has not been able to pay all of its  obligations as they have become
due,  and expects to incur much  smaller  additional  losses  before it achieves
profitable operations.  The receipt of funding from any current commitments will
allow the Company to continue its restructuring plan.

RESULTS OF OPERATIONS - PRODUCT MARKETING

        Product marketing revenue decreased by 90.2%, or $423,196 to $45,748 for
the six months ended August 31, 2000 from $468,944 due to the lack of capital to
adequately  market the product line and the  intention to change its  direction.
Cost of goods sold decreased by 95.4%, or $328,361 to $14,966 for the six months
ended August 31, 2000 due to the decreased sales of our merchandise. General and
administrative  expenses  declined by 33.0%, or $136,830 to $278,285 for the six
months ended August 31, 2000. This decrease is directly related to the reduction
of salaries  and  benefits,  travel,  freight and  delivery,  and  miscellaneous
expenses that comprise  $108,651 of the reduction in the six months ended August
31, 2000 compared to the six month period ending August 31, 1999.

RESULTS OF OPERATIONS - MANUFACTURING

        Manufacturing revenues were $173,217 from machining operations, $261,152
from the parts sales  operation,  and $109,212 from the heavy equipment  service
operations  for the six months ended  August 31,  2000.  Cost of goods sold were
$204,595 from the division for the six months ended August 31, 2000. General and
administrative  expenses were $150,729 for the six months ended August 31, 2000.
There are no comparable periods in 1999 as the operation did not exist.

RESULTS OF OPERATIONS - CONSTRUCTION MANAGEMENT

        Construction management revenue increased by 57%, or $53,502 to $147,378
for the six months ended  August 31, 2000 from $93,876 due to the reduced  sales
of  commercial  vehicles and the closure of the truck lot in Rhode  Island.  The
division  changed  its focus to  providing  paving and  concrete  services  that
produced  revenues of $142,267 during this period.  Cost of goods sold increased
by 69.8%,  or $18,303 to $44,525 for the six months ended August 31, 2000 due to
the change in direction of the operations and the differential in profit margins
between the  construction  activities and the sale of used commercial  vehicles.
General and  administrative  expenses  increased by 40.2%, or $22,889 to $79,883
for the six months ended August 31,  2000.  The increase is directly  related to
the addition of payroll,  the  reduction of overhead and staff needed to operate
the  truck  lot in Rhode  Island,  and the  increase  in  insurance  related  to
workmen's compensation, liability and bonding.

                                       14
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        N/A

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

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

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

        The Series C 6% Convertible  Preferred  Shares give the holder the right
to vote 363.52 common shares,  on as converted basis.  Further,  the shares will
pay a semi annual  dividend of 6% in cash or in kind and shall have a stated and
liquidation  value of $1,000  per share.  Each share of this class of  preferred
shares shall convert at the rate of 1,000 common shares for each preferred share
at the election of the holder, when available.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        N/A

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

                On July 19,  2000,  the  Company  notified  the  Securities  and
        Exchange Commission of the termination of Bederson and Company L.L.C. as
        its auditors and the hiring Bella, Hermida, Gilman, Hancock and Mueller.
        as the new  auditing  firm.  On July 28, 2000 and August 14,  2000,  the
        Company amended the Form 8-K as originally  filed to change the verbiage
        at Bederson's  request and to include the required  letter from Bederson
        as required by the Securities and Exchange Commission. The disagreements
        that led to the  dismissal  are more fully  disclosed in Form 10-KSB for
        the period ended  February 29, 2000,  as filed with the  Securities  and
        Exchange Commission.

                                       15
<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.



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


                                   /s/ Norman J. Birmingham
                                   ----------------------------
                                   Norman J. Birmingham, Chief Financial Officer
Date:  November 21, 2000           (Principal Accounting Officer)

                                       16