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   November 30, 1996
                                -------------------
 
[ ]   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, 1,708,433 shares outstanding at 
December 30, 1996. 
 
      Transitional Small Business Disclosure Format (check one) 
 
                               Yes  [ ]     No  [X]

 
                          JD AMERICAN WORKWEAR, INC. 
 
                             INDEX TO FORM 10-QSB 
 

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
 
<S>      <C>                                                                          <C>
PART I.  FINANCIAL INFORMATION 
 
         Item 1.  Financial Statements 
 
         Condensed Balance Sheets as of November 30, 1996 and February 29, 1996        3 
 
         Condensed Statements of Operations for the three and nine months ended 
         November 30, 1996 and November 30, 1995                                       5 
 
         Condensed Statements of Cash Flows for the nine months ended November 
         30,  1996 and November 30,  1995                                              7 
 
         Notes to Condensed 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                                                   10 
 
         Item 2.  Changes in Securities                                               10 
 
         Item 3.  Defaults Upon Senior Securities                                     10 
 
         Item 4.  Submissions of Matters to a Vote of Security Holders                10 
 
         Item 5.  Other Information                                                   10 
 
         Item 6.  Exhibits and Reports on Form 8-K                                    10 
 
                  (a)  Exhibit 11 - Computation of earnings per share for the 
                       nine months ended November 30, 1996 and November 30, 1995      12 
 
                  (b)  Reports on Form 8-K                                            10 
</TABLE>


 
                           JD AMERICAN WORKWEAR, INC. 
                            CONDENSED BALANCE SHEETS 
                                   (unaudited) 

 
<TABLE>
<CAPTION>
                                                                     November 30,    February 29,
                                                                         1996            1996
                                                                     ------------    ------------

<S>                                                                  <C>             <C>
ASSETS 
Current assets: 
  Cash and cash equivalents                                          $    43,251     $ 1,220,758 

  Accounts receivable, net                                               207,649           8,431 

  Inventories                                                            889,163         627,480 

  Other current assets                                                    20,315             320 
                                                                     ---------------------------
      Total Current Assets                                             1,160,378       1,856,989 

Furniture, fixtures, equipment and leasehold improvements at 
 cost less accumulated depreciation and amortization of 
 $97,226 at November 30, 1996 and $77,257 at February 29, 1996           108,308         101,505

Intangible Assets, net of accumulated amortization of $194,371 
 at November 30, 1996 and $172,941 at February 29, 1996                   82,837         104,667
                                                                     ---------------------------

      TOTAL ASSETS                                                   $ 1,351,523     $ 2,063,161
                                                                     =========================== 
</TABLE>


See notes to Condensed Financial Statements


 
                           JD AMERICAN WORKWEAR, INC.
                      CONDENSED BALANCE SHEETS -- CONTINUED 
                                   (unaudited) 

 
                                                                       
<TABLE>
<CAPTION>
                                                                     November 30,    February 29, 
                                                                         1996            1996
                                                                     ------------    ------------

<S>                                                                  <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) 

Liabilities

Current liabilities: 
  Accounts payable                                                   $   294,192     $   173,071 

  Accrued expenses                                                        35,606         171,348 

  Accrued interest on notes payable                                       26,107         136,657 

  Current portion of notes payable and long-term debt                    162,248         655,941 
                                                                     ---------------------------
      Total Current Liabilities                                          518,153       1,137,017
 
Notes payable and long-term debt, less current portion                   757,728       1,002,565 
                                                                     ---------------------------
      Total Liabilities                                                1,275,881       2,139,582 

Stockholders' Equity (Deficiency) 

Preferred stock, $.001 par value; 1,000,000 shares authorized;
 no shares issued and outstanding                                              0               0 

Common stock, $.002 par value; 4,500,000 shares authorized; 
 1,564,225 shares issued and outstanding at February 29, 1996;
 and 1,708,433 shares issued and outstanding at November 30, 1996          3,417           3,128 

Additional paid-in capital                                             3,131,230       2,450,700 

Accumulated deficit                                                   (3,059,004)     (2,530,249) 
                                                                     ---------------------------

      Total Stockholders' Equity (Deficiency)                             75,642         (76,421) 
                                                                     ---------------------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)        $ 1,351,523     $ 2,063,161 
                                                                     ===========================
</TABLE>
 
 
See notes to Condensed Financial Statements 


 
                           JD AMERICAN WORKWEAR, INC. 
                       CONDENSED STATEMENTS OF OPERATIONS 
                                   (unaudited) 

 
<TABLE>
<CAPTION>
                                                      For the Three Months ended
                                                             November 30
                                                      --------------------------
                                                         1996            1995 
                                                      ----------      ----------

<S>                                                   <C>             <C>
Revenues 

  Net sales                                           $  161,309      $   11,131
  Cost of goods sold                                      89,244          11,025 
                                                      --------------------------
  Gross profit                                            72,065             106

Operating Expenses 

  Payroll and payroll taxes                               67,319          60,392 
  Selling Expenses                                        26,095          24,122 
  Consulting Expenses                                     19,555           7,301 
  Contract Labor                                           1,958               0 
  Depreciation and amortization                           21,755          55,001 
  Freight and delivery                                     7,520           3,362 
  Professional fees                                       17,491          11,490 
  Rent                                                     9,400           6,000 
  Supplies                                                 3,511           3,574 
  Telephone                                                4,837           4,325 
  Travel and Entertainment                                12,814          10,768 
  Other                                                   19,663          30,097 
                                                      --------------------------
      Total operating expenses                           211,916         216,432
                                                      -------------------------- 
      Operating loss                                    (139,851)       (216,326) 
                                                      --------------------------

Interest expense                                          26,196         102,058 
Debt offering costs                                            0          38,270 
Interest income                                              875               0 
                                                      --------------------------

NET LOSS                                              $ (165,173)     $ (356,654) 
                                                      ==========================

  Net loss per common share                           $    (0.10)     $    (0.46) 

  Weighted average number of common shares             1,706,422       1,255,955 
                                                      ========================== 
</TABLE>


See notes to Condensed Financial Statements 



                           JD AMERICAN WORKWEAR, INC. 
                        CONDENSED STATEMENTS OF OPERATIONS 
                                    (unaudited) 

 
<TABLE>
<CAPTION>
                                                      For the Nine Months ended 
                                                            November 30,
                                                      -------------------------
                                                         1996           1995 
                                                      ----------     ----------

<S>                                                   <C>            <C>
Revenues 
  Net sales                                           $  386,406     $   42,014 
  Cost of goods sold                                     207,869         34,022 
                                                      -------------------------
  Gross profit                                           178,537          7,992 

Operating Expenses 
  Payroll and payroll taxes                              211,768        159,257 
  Selling Expenses                                        52,021         72,140 
  Consulting Expenses                                     68,012         82,174 
  Contract Labor                                           2,120          6,648 
  Depreciation and amortization                           62,278        233,645 
  Freight and delivery                                    17,945         10,056 
  Professional fees                                       63,431         53,201 
  Rent                                                    23,635         18,000 
  Supplies                                                16,340          9,821 
  Telephone                                               15,084         12,930 
  Travel and Entertainment                                34,328         36,079 
  Other                                                   61,100         71,122 
                                                      -------------------------
      Total operating expenses                           628,061        765,073
                                                      ------------------------- 
      Operating loss                                    (449,524)      (757,081) 

Interest expense                                         (91,200)      (204,517) 
Interest income                                           11,969              0 
                                                      -------------------------
NET LOSS                                              $ (528,755)    $ (999,868) 
                                                      =========================

  Net loss per common share                           $    (0.32)    $    (0.51) 

  Weighted average number of common shares             1,665,791      1,260,122 
                                                      =========================
</TABLE>
 
 
See notes to Condensed Financial Statements 



                           JD AMERICAN WORKWEAR, INC. 
                       CONDENSED STATEMENTS OF CASH FLOWS 
                                    (unaudited) 

 
<TABLE>
<CAPTION>
                                                              For the Nine Months ended
                                                                    November 30, 
                                                            -----------------------------
                                                                1996             1995 
                                                            ------------     ------------

<S>                                                         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES 

Net (loss)                                                  $   (528,755)    $   (999,868) 

Adjustments to reconcile net loss to net cash (used in)
 operating activities: 
  Depreciation and amortization                                   62,278          233,645 
  Common Stock issued for services                                 4,500                0 

Changes in operating assets and liabilities: 
  (Increase) decrease in accounts receivable                    (199,218)          14,059 
  (Increase) in inventories                                     (261,683)        (199,732) 
  (Increase) in other assets                                     (19,995)         (34,388) 
  Increase (decrease) in accounts payable                        121,121           22,294 
  Increase (decrease) in accrued expenses                       (246,292)          68,371 
                                                            -----------------------------
Net cash (used in) operating activities                       (1,068,044)        (895,619) 
                                                            -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                             (26,373)         (28,975) 
                                                            -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES 

Principal advances on notes payable and long-term debt                 0        1,291,168 
Lease Obligation                                                       0            5,403 
Repayments on notes payable and long-term debt                  (759,408)        (132,108) 
Costs of raising capital                                         (63,402)        (113,706) 
Sale of common stock                                             739,720                0 
                                                            -----------------------------
Net cash (used in) provided by financing activities              (83,090)       1,050,757
                                                            ----------------------------- 

NET DECREASE IN CASH AND CASH EQUIVALENTS                     (1,177,507)         126,163 

Cash and cash equivalents - beginning of period                1,220,758            6,816 
                                                            -----------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                   $     43,251     $    132,979 
                                                            =============================
</TABLE>
 

See notes to Condensed Financial Statements 



                    Notes to Condensed Financial Statements 

 
Note 1 - The Company 
 
      JD American Workwear, Inc. (the "Company") was incorporated in May of 
1991.  The Company designs, markets and distributes commercial and industrial 
workwear. 
 
      Substantial losses have been incurred since inception and additional 
future losses are anticipated as the Company continues to expand operations 
and establish itself in the market. The Company has partially funded 
operations by borrowings. The Company also conducted an initial public 
offering ("IPO") of common stock and warrants and received gross proceeds of 
approximately $2,050,000. The Company is using the proceeds of the IPO to 
provide working capital and to repay certain accrued expenses and noteholders 
of the Company. 
 
Note 2 - Basis of Presentation 
 
      The interim financial statements are prepared pursuant to the 
requirements for reporting on Form 10-QSB. The February 29, 1996 balance sheet 
data was derived from audited financial statements but does not include all 
disclosures required by generally accepted accounting principles. 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 changes in 
financial position 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, 1996. 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, 1997. 
 
Note 3 - Loss Per Share 
 
      Loss per share is calculated based on the weighted average number of 
shares of common stock outstanding during the period. For the three and nine 
months ended November 30, 1995, pursuant to the requirements of the Securities 
and Exchange Commission, common shares, or other potentially dilutive 
instruments issued by the Company during the twelve months immediately 
preceding the initial filing of the registration statement for the Company's 
initial public offering at prices below the expected public offering price 
have been included in the calculation as if they were outstanding for all 
periods presented. 
 


                         PART I. FINANCIAL INFORMATION 
 

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

Results of Operations 
 
      Three Months Ended November 30, 1996 Compared to Three Months Ended 
November 30, 1995. Net sales for the three month period ended November 30, 
1996 increased fourteen fold to $161,309 from $11,131 for the three month 
period ended November 30, 1995. The increase is directly attributable to an 
increase in unit volume. The Company had lost manufacturing capability in the 
Fall of 1994 and was not able to solicit orders for the Spring of 1995. 
Manufacturing was restored in the Fall of 1995 and the Company began to 
solicit orders for the Spring and Fall of 1996. Cost of goods sold for the 
three months ended November 30, 1996 was $89,244 compared to $11,025 for the 
three months ended November 30, 1995. Gross margin for the three month period 
ended November 30, 1996 was 44.7% compared to .1% for the three months ended 
November 30, 1995. 
 
      Selling, general and administrative ("SG&A") expenses decreased slightly 
to $211,916 for the three months ended November 30, 1996 from $216,432 for the 
three months ended November 30, 1995. The increases in payroll and sales and 
marketing were offset by decreases in depreciation and amortization. 
 
      The net loss for the three months ended November 30, 1996 was $165,173 
compared to a net loss of $356,654 for the three months ended November 30, 
1995. The decreased loss is attributable to increased sales, resulting in 
increased gross profit. 
 
      Nine Months Ended November 30, 1996 Compared to Nine Months Ended 
November 30, 1995. Net sales for the nine month period ended November 30, 1996 
increased nine fold to $386,406 from $42,014 for the nine months ended 
November 30, 1995. The increase is directly attributable to an increase in 
unit volume. Cost of goods sold for the nine months ended November 30, 1996 
was $207,869 compared to $34,022 for the nine months ended November 30, 1995. 
Gross margin for the nine months ended November 30, 1996 was 46.2% compared to 
19.0% for the nine months ended November 30, 1995. 
 
      SG&A expenses decreased 17.9% to $628,061 for the nine months ended 
November 30, 1996 from $765,073 for the nine months ended November 30, 1995. 
The decrease is primarily attributable to a decrease in depreciation and 
amortization ($171,367), consulting expenses ($18,662) and selling expenses 
($20,119) partially offset by an increase in payroll ($52,511). 
 
      The net loss for the nine months ended November 30, 1996 was $528,755 
compared to a net loss of $999,868 for the nine months ended November 30, 
1995. The decreased loss is attributable to increased sales, resulting in 
increased gross profit, and decreased SG&A expenses. 
 
 
Liquidity and Capital Resources 
 
      Net cash used in operating activities was $ 1,068,044 for the nine 
months ended November 30, 1996 compared to $895,619 for the nine months ended 
November 30, 1995. The increase was primarily attributable to a reduction in 
accrued expenses of $246,292 for the nine months ended November 30, 1996 
compared to an increase in accrued expenses of $68,371 for the nine months 
ended November 30, 1995. Capital expenditures for the nine months ended 
November 30, 1996 were $26,373 compared to $28,975 for the nine months ended 
November 30, 1995. 
 
      During the quarter ended May 31, 1996, the Company received net proceeds 
of $422,558 from the second and final closing of its IPO. Since the Company 
sold less than the maximum number of units in the IPO, in order to meet future 
capital needs and maintain current levels of production, the Company will be 
required to seek additional financing through the exercise of the warrants 
issued in the IPO, a private placement, purchase order financing or other 
financing alternatives.
 

                          PART II. OTHER INFORMATION 

 
Item 1.  Legal Proceedings.  N/A 
 
Item 2.  Changes in Securities.  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.  N/A 
 
Item 6.  Exhibits and Reports on Form 8-K. 
 
         (a)  Exhibits.  Exhibit 11.  Statement re computation of earnings 
              per share for the nine months ended November 30, 1996 and 
              November 30, 1995. 
 
         (b)  Reports on Form 8-K.  None. 
 
 
 
                                  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) 
 
 
                                      By:  /s/ ANTHONY P. SANTUCCI 
                                           -----------------------------------
                                           Anthony P. Santucci, Vice President
                                           (Chief Financial Officer)
 
 
Date: January 13, 1997