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 May 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 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,  2,605,427 shares  outstanding at
July 17, 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

          Balance Sheets as of May 31, 2000 and February 29, 2000              3

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

          Statements of Operations for the nine months ended
          May 31, 2000 and May 31, 1999                                        6

          Statements of Cash Flows for the nine months ended
          May 31, 2000 and May 31, 1999                                        7

          Notes to Financial Statements                                        8


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

PART II. 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>
                           JD AMERICAN WORKWEAR, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)


                                                 May 31, 2000  February 29, 2000
                                                 ------------  -----------------
ASSETS

Current Assets:
  Cash and cash equivalents                       $        0       $    7,013
  Accounts receivable, net of allowance $55,024       39,936           72,233
  Inventories                                        680,138          691,543
  Short term loans receivable                         92,417           59,329
                                                  ----------       ----------
     Total Current Assets                            812,491          830,118

Property and equipment, net                          189,612          205,382
Intangible assets, net                                51,093           52,360
Other assets, net                                    387,364          412,333
                                                  ----------       ----------

     TOTAL ASSETS                                 $1,440,560       $1,500,193
                                                  ==========       ==========

See notes to Financial Statements

                                       3
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                           BALANCE SHEETS -- CONTINUED
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     May 31, 2000      February 29, 2000
                                                                     ------------      -----------------
<S>                                                                 <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
 Current liabilities:
 Current portion of long-term debt                                   $   244,228             244,228
 Accounts payable and accrued expenses                                   413,004             352,569
 Accrued interest on notes payable                                       469,221             277,378
 Short-term loans                                                        220,674             143,229
                                                                     -----------         -----------
       Total current liabilities                                       1,347,127           1,017,404
                                                                     -----------         -----------

Long-term debt, net of current portion                                   128,813             135,960

Series B Preferred, as debt                                            2,500,000           2,500,000

Stockholders' equity
 Preferred stock, authorized 1,000,000 shares:
 Series A, $.001 par value 154 shares issued and
   outstanding, (liquidating preference $385,000)                             --                  --
 Series B, $.001 par value 2,843 shares issued and
   outstanding, (liquidating preference $2,928,750)                            3                   3
 Common stock, $.002 par value; authorized , 7,500,000
   shares; issued and outstanding, 2,605,427 and 2,605,427
   shares at May 31, 2000 and February 29, 2000, respectively              5,211               5,211
 Additional paid-in capital                                            7,361,392           7,361,392
 Unearned Warrants                                                      (150,000)           (150,000)
 Accumulated deficit                                                  (9,751,986)         (9,369,777)
                                                                     -----------         -----------
       Total Stockholders' equity:                                    (2,535,380)         (2,153,171)
                                                                     -----------         -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 1,440,560         $ 1,500,193
                                                                     ===========         ===========
</TABLE>

See notes to Financial Statements

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


For the Three months ended                      May 31, 2000        May 31, 1999
                                                ------------        ------------
Revenues
  Net sales                                     $    25,883         $   105,465
  Cost of goods sold                                 11,834              80,422
                                                -----------         -----------
       Gross profit                                  14,049              25,043

Operating Expenses
  Payroll and payroll taxes                         105,382             151,632
  Selling Expenses                                        0              10,666
  Consulting Expenses                                12,730              44,014
  Contract Labor                                      2,042               7,317
  Depreciation and amortization                      42,006               9,351
  Employee benefits                                       0              14,805
  Freight and delivery                                4,082              29,560
  Professional fees                                   9,272              11,781
  Rent                                                3,055               1,370
  Supplies                                              556               3,717
  Telephone                                           2,763               4,743
  Travel and entertainment                            4,240              14,755
  Other                                              19,876              18,836
                                                -----------         -----------
       Total operating expenses                     206,004             322,547
                                                -----------         -----------
       Operating loss                              (191,955)           (297,504)

Interest income (expense)                          (190,254)             (2,820)
                                                -----------         -----------

NET LOSS                                        $  (382,209)        $  (300,324)
                                                ===========         ===========

Net loss per common share                       $      (.15)        $      (.13)
                                                ===========         ===========
Weighted average number of common shares
 outstanding                                      2,605,427           2,254,773

See notes to Financial Statements

                                       5
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


For the Three months ended                          May 31, 2000    May 31, 1999
                                                    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                         $(382,209)      $(300,324)
  Adjustments to reconcile net (loss) to net cash
   (used in) operating activities:
   Depreciation and amortization                        42,006           9,351
  Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable           32,297         283,675
   (Increase) in inventories                            11,405        (134,055)
   (Increase) decrease in other assets                 (33,088)         60,933
   Increase in accounts payable                        252,278         (57,148)
                                                     ---------       ---------
       Net cash (used in) operating activities         (77,311)       (137,568)
                                                     ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                      --          (4,074)
                                                     ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and
   long-term debt                                       70,298              --
  Sale of preferred stock                                   --              --
  Repayments on notes payable and long-term debt            --         (13,170)
  Costs of raising capital                                  --              --
  Sale of common stock                                      --              --
                                                     ---------       ---------
       Net cash (used in) provided by financing
        activities                                      70,298         (13,170)
                                                     ---------       ---------
NET INCREASE (DECREASE) IN CASH                         (7,013)       (154,812)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD          7,013         174,472
                                                     ---------       ---------

CASH - END OF PERIOD                                 $       0       $  19,660
                                                     =========       =========

See notes to Financial Statements

                                       6
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

         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. Management believes that additional capital will
be  required to sustain  operations  through  February,  28,  2001.  The Company
anticipates meeting its future cash requirements  through direct to the consumer
sales via our Internet  site,  traditional  sales and  licensing of products and
obtaining additional  financing.  The Company will also acquire various entities
to fulfill its desire to become a broader based,  cash flow positive  profitable
company.  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.

NOTE 2 - BASIS OF PRESENTATION

         The  interim   financial   statements  are  prepared  pursuant  to  the
requirements for reporting on 10-QSB. 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.

                                       7
<PAGE>
                          PART I. FINANCIAL INFORMATION

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

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.

         The  Company's  losses  to date  have  principally  been the  result of
product design,  testing and development expenses,  marketing expenses,  initial
production, 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 purchased),  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.

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

         For the reasons stated above,  the Company believes that its results of
operations  for the  three-month  periods  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-month  period  ended  May 31,  2000  decreased
approximately 75% to $25,883 from $105,465 for the three-month  period ended May
31, 1999. The decrease is directly  attributable to a decrease in unit volume as
a result of the change in direction  of the Company.  Cost of goods sold for the
three  months  ended May 31, 2000 was $11,834  compared to $80,422 for the three
months ended May 31, 1999. Gross margin for the three-month period ended May 31,
2000 was $14,049  compared to $25,043 for the three  months  ended May 31, 1999.
The decrease in gross profit of 44% is  primarily  due to the  reduction in unit

                                       8
<PAGE>
sales although the gross profit percentage increased as a result of the majority
of sales being direct to the consumer.

         Operating expenses decreased to $206,004 for the three months ended May
31, 2000 from  $322,547 for the three  months  ended May 31, 1999.  Cost cutting
measures were  implemented in many categories  including  approximately  $46,000
decrease in payroll  costs and  $10,000,  each,  in travel and  selling  related
costs.

         The net loss for the three months ended May 31, 2000 was $382,209 ($.15
per share)  compared  to a net loss of  $300,324  ($.13 per share) for the three
months ended May 31, 1999. The increase is directly attributable to the interest
charges on the Series B Preferred stock in excess of $180,000 for the period and
the  amortization  of the debt discount in the amount of $24,969.  These changes
were required to comply with GAAP. A prior period  adjustment to the Form 10-KSB
for the period  ending  February  29,  2000 was made but was not  applied to any
particular quarter.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operating  activities was $77,311 for the three months
ended May 31, 2000 compared to $137,568 for the three months ended May 31, 1999.
The Company is continuing to reduce its levels of inventory. Accounts receivable
decreased approximately 45% to $39,936 from February 29, 2000 to May 31, 2000 as
a result of  reduced  sales and the  collection  of certain  older  receivables.
Inventory  decreased  approximately  2% 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  and  short-term  loans provided the working
capital needs and principal  payments on long-term debt through the three months
ended May 31, 2000.  However,  the Company  will be required to seek  additional
financing  to provide  for  working  capital  needs and  principal  payments  on
long-term  debt during the year ended February 28, 2001 and to meet its business
strategy  of  achieving  significant  market  penetration  of  its  JD  workwear
products.  Also,  additional  capital  will be required  if  adequate  levels of
revenue are not  realized,  if higher  than  anticipated  costs are  incurred in
maintaining the Company's manufacturing and marketing activities,  or if product
demand exceeds  expected levels.  The Company's  inability to timely pay vendors
and service  providers as a result of a cash flow shortage has and will continue
to adversely  affect the  Company's  operations.  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 May 31, 2000, the Company has experienced  substantial  losses,
and at May 31, 2000 had an accumulated deficit of approximately $9,751,986.  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 receipt of funding  from any current  commitments  will allow the Company to
continue its restructuring plan.

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

                                       9
<PAGE>
ACQUISITIONS

PATINA CORP.

         On June 1, 2000 the Company completed the acquisition of 100% of Patina
Corp.,  which  includes  assets  of its  subsidiary  International  Machine  and
Welding, Inc. Patina Corp. is a holding corporation that acquires going concerns
and/or assets of various  businesses.  Patina Corp. was formed in April 1999 for
such functions and immediately  undertook to find acquisitions and purchased its
first  subsidiaries  in August  1999.  Patina  Corp.  immediately  began to seek
funding  using  various  assets of its  demolition,  construction  and  asbestos
abatement  subsidiaries.  Funding was not secured for the various  contracts and
opportunities that arose between inception and May 31, 2000. On May 31, 2000 all
agreements  related to the  subsidiaries  ceased and the assets were returned to
their  respective  owners.  While Patina  Corp.  or JD American  Workwear,  Inc.
through its construction  management  division  anticipates  doing business with
these associates the original contract and the assets that were described in the
anticipated transaction announced in August 1999 are no longer under the control
of Patina Corp.

         However,  the assets  acquired on June 1, 2000 in an agreement  between
International  Commerce and Finance,  Inc. and Patina Corp. allows the terms and
conditions of the amended contract with Patina Corp. to close.

         These assets  include a 28,000 square foot machine shop and 38 acres of
commercially  zoned land in Bartow,  Florida and all the tools and  machinery to
make this facility the largest machine shop South of Jacksonville,  Florida. The
operation  also  includes  a heavy  equipment  and parts  sales  operation.  The
combined  entities  expect a minimum  of $3 million in revenue in its first full
fiscal year.  Certain management of the former business located at this site are
employees  of the  Company  and are well  known in the  area.  These  management
personnel  have  been  responsible  for  sales  well in  excess  of the  Company
projections,  each year, over the last thirty years. It is anticipated that this
subsidiary  will  provide  $500,000 in net  operating  profits in its first full
fiscal year.

         The contract  terms  require up to  $6,500,000 of assets to be included
based  on the  appraised  value of the  equipment,  machinery,  land  buildings,
receivables and other assets and $3,000,000 in sales contracts or commitments to
be included.

         Patina Corp. awaits the signing of a $3,000,000  contract to repair and
rehabilitate  a structure for the New York State  Department of  Transportation.
The award letter has been received and all the requirements  have been fulfilled
and have been returned to the agency.  It is  anticipated  that the project will
begin in July  2000.  This  contract,  when  signed,  will be  managed by the JD
American construction management division.  Simultaneous with the receipt of the
contract an additional $1 million  dollars in heavy  equipment  will be added to
the asset base.

                                       10
<PAGE>
         The  acquisition  is being funded with 11,300 shares of a newly created
6% Series C Convertible Preferred Stock with a stated value $1,000 per share and
conversion rights into common stock at $1.00 per share when available.  1,500 of
these shares are issued and outstanding but held in escrow for use in paying the
earn-up provisions  expected to be included in the employment  agreements of the
management of the subsidiary.  Additionally, the Preferred Shares pay a dividend
of 6% per annum  payable in cash or in kind  semi-annually.  These  shares  have
voting rights equaling 3,562,500 shares.

INTERNATIONAL COMMERCE AND FINANCE, INC.

         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 restricted
common shares.

         International  Commerce and Finance,  Inc. currently has the management
contract and an option to purchase a going  concern with a one stop  solution to
the banking industries needs and desire to integrate their branch banking system
with personal  computer  networks  relieving  themselves of expensive  hardware,
programming  and a  technical  staff to run the  infrastructure.  The  solutions
company has been successful in maintaining an average of $5,000,000 in sales for
the last several  years.  The solutions  company  anticipates  growth from newly
signed  contracts  to produce up to an  additional  $3,000,000  in revenue  this
fiscal year with profit margins of 10% or greater.  Additional  contracts are in
the final negotiation stage.

RHODE ISLAND TRUCK AND EQUIPMENT CORP.

         The  Company  completed  the  acquisition  of Rhode  Island  Truck  and
Equipment,  Corp. on June 10, 2000.  The Stock  Purchase  Agreement  requires JD
American  Workwear,  Inc. to pay one share of  restricted  common stock for each
dollar of appraised value of the assets.

         Rhode Island Truck and  Equipment,  Corp.  provides sales of commercial
trucks and construction  related equipment and tools.  Additionally they provide
hauling,  paving and  commercial and  demolition  recycling.  With an additional
bonding line  substantial  growth for its operations are expected.  Total annual
revenues are expected to be $1,000,000 from the construction services sector and
$200,000 in construction equipment.  Net pre tax profit is expected to be in the
10% to 20% range.

         Founded in 1995 the  operations  reached sales of in excess of $500,000
with  limited or no funding  with  profits of between 5% and 25%  through  their
operating history.

                                       11
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         The Company has various legal  proceedings  to which it is a defendant,
all of which are directly related to the normal activities of the business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         N/A

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

         On June 1, 2000 the Company completed two acquisitions and purchased an
option to  acquire  any or all  activities  of a third.  The  required,  audited
financial statements and the accompanying proforma information will be submitted
to the  Securities  and Exchange  Commission  via filing a Form 8-K on or before
August 12, 2000 as required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         N/A

                                       12
<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: July 19, 2000                      By: /s/ David N. DeBaene
                                             ------------------------------
                                             David N. DeBaene, President
                                             (Principal Executive Officer)