U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 NOTIFICATION OF LATE FILING
(CHECK ONE)
[x] Form 10-K or Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q or Form 10-QSB [ ] Form N-SAR
For Period Ended: February 28, 1998
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q or Form 10-QSB
[ ] Transition Report on Form N-SAR
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I-Registrant Information
JD AMERICAN WORKWEAR, INC.
46 OLD FLAT RIVER ROAD
COVENTRY, RI 02816
Part II-Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if applicable.)
[x] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K or Form 10-KSB, Form 20-F, 11-K or
Form N-SAR, or portion thereof will be filed on or before
the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on
Form 10-Q or Form 10-QSB, or portion thereof will be filed
on or before the fifth calendar day following the prescribed
due date; and
[ ] (c) The accountants statement or other exhibit required by the
Rule 12b-25(c) has been attached if applicable.
Part III-Narrative
The Registrant's Form 10-KSB for the fiscal year ended February 28, 1998
could not be filed within the prescribed period because the Registrant
recently completed a substantial and extraordinary transaction which resulted
in a sizable equity investment in the Registrant. This transaction, which
was the culmination of many months of protracted negotiations between the
Registrant and the investor, required the substantial attention of the
company's chief executive and chief financial officers. Consequently, these
officers could not begin to focus on the preparation of the Form 10-KSB until
the transaction was completed.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Anthony P. Santucci (401) 397-6800
(2) Have all other periodic reports required [x] Yes [ ] No
under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or
Section 30 of the Investment Company
Act of 1940 during the preceding 12
months or for such shorter period that
the registrant was required to file such
report(s) been filed? If answer is no
identify report(s).
(3) Is it anticipated that any significant [ ] Yes [x] No
change in results of operation from
the corresponding period for the last
fiscal year will be reflected by the
earnings statements to be included in
the subject report or portion thereof?
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
ATTACHMENT:
__________________________________________
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 28, 1998 /s/ Anthony P. Santucci
----------------------- -------------------------------
TITLE: Treasurer and Chief
Financial Officer
