Jewett Cameron Trading Co Ltd – ‘SB-2’ on 8/8/01

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration Statement                                65    263K 
 2: EX-23       Consent of Certified Public Accountants                1      5K 

SB-2   —   Registration Statement
Document Table of Contents

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As filed with the Securities and Exchange       Commission File No.             
Commission on August 7, 2001                                       -------------

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM SB-2
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 Jewett-Cameron Trading Company Ltd.
                                  (Name of small business issuer in its charter)

     British Columbia                     5031                         89-340681
     ----------------                     ----                         ---------
(State or jurisdiction of      (Primary Standard Industrial  (I.R.S. Employer   
incorporation or organization)  Classification Code Number)  Identification No.)

 32275 N.W. Hillcrest, North Plains, Oregon 97133 (503) 647-0110
 ---------------------------------------------------------------
 (Address and telephone number of principal executive offices)

Donald M. Boone, 32275 N.W. Hillcrest, North Plains, Oregon (503) 647-0110
--------------------------------------------------------------------------
 (Name, address and telephone number of agent for service)

COPIES TO:

CHARLES A. CLEVELAND, P.S.
 Suite 304
Rock Pointe Corporate Center
 North 1212 Washington
Spokane, Washington 99201-2401
(509) 326-1029

Approximate date of proposed sale to the public: As soon as practicable after   
this Registration Statement becomes effective.                                  

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, check the following box. /X/                                              

If this Form is filed to register additional securities for an offering pursuant
to the Rule 462(b) under the Securities Act, check the following box and list   
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. / /                               

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

If the delivery of the prospectus is expected to be made pursuant to Rule 434,  
please check the following box. / /                                             

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                                                        [Enlarge/Download Table]

Calculation of Registration Fee:                                                                  

--------------------- ------------------- ------------------ ------------------- -----------------
 Title of Each Class  Dollar Amount to be  Proposed Maximum    Proposed Maximum       Amount of   
 of Securities to be       Registered     Offering Price per  Aggregate Offering  Registration Fee

      Registered                                 Share              Price                         

--------------------- ------------------- ------------------ ------------------- -----------------
                                                                                                  
 Common Stock no par        $900,000             $9.00             $900,000             $225      
        value                                                                                     
--------------------- ------------------- ------------------ ------------------- -----------------

[1] The registration fee has been calculated in accordance with Rule 457(o)     
under the Securities Act of 1933, as amended.                                   

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A  
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT    
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME        
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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 JEWITT-CAMERON TRADING COMPANY, INC..
 Cross Reference Sheet Required by Item 501(b) of Regulation S-K

Form SB-2 Item Number and Caption                  Caption in Prospectus        

1.   Forepart of Registration Statement        Facing Page of Registration      
and Outside Front Cover Page              Statement and Cover Page of 
of Prospectus                             Prospectus                  

2.   Inside Front and Outside Back             Inside Cover Page of Prospectus  
Cover Pages of Prospectus                 and Outside Cover Page of   
                        Prospectus

3.    Summary Information, Risk                Not Applicable                   
Factors and Ratio of Earnings to                                      
Fixed Charges                                                         

4.   Use of Proceeds                           Not Applicable                   

5.   Determination of Offering Price           Not Applicable                   

6.   Dilution                                  Not Applicable                   

7.   Selling Security Holders                  Sales by Selling Shareholders    

8.   Plan of Distribution                      Cover Page of Prospectus and     
                                           Sales by Selling Shareholders

9.   Description of Securities to              Grant of Stock Bonus; and        
 be Registered                             Sales by Selling Shareholders

10.  Interest of Named Experts                 Not Applicable                   
and Counsel                                                           

11.  Material Changes                          Not Applicable                   

12.  Incorporation of Certain Information      Incorporation of Certain         
by Reference                              Information by Reference    

13.  Disclosure of Commission Position         Indemnification                  
on Indemnification or Securities                                      
Act Liabilities                                                       

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 JEWETT-CAMERON TRADING COMPANY LTD.

Our common shares are traded on the NASDAQ Small Cap Market under the symbol    
JCTCF and on the Toronto Stock Exchange under the symbol JCT.                   

This prospectus relates to the sale of 100,000 shares of our common stock to the
public.                                                                         

We will receive $802,000 from the sale of this stock before paying selling      
commissions and legal expenses of $98,000.                                      

You should read this prospectus and any supplement carefully before you invest  
in us. This prospectus may not be used to make sales of our common stock or     
warrants unless accompanied by a prospectus supplement. PLEASE PAY PARTICULAR   
ATTENTION TO THE "RISK FACTORS" APPEARING ON PAGE 6 OF THIS PROSPECTUS.         

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense. This prospectus has not been filed with either of the British 
Columbia or the Ontario Securities Commissions. Accordingly, the shares being   
sold under this Prospectus may not be transferred to a resident of British      
Columbia or Ontario or transferred into British Columbia or Ontario for a period
of 12 months from the date the shares are initially sold under this prospectus. 

The date of this prospectus is                       ,  2001.                   
    ----------------------

The following table of contents has been designed to help you find important    
information contained in this prospectus.                                       

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 TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

Prospectus Summary                                                             6

Risk Factors                                                                   6

Use of Proceeds                                                                7

Information on Selling Stockholders                                            8

Plan of Distribution                                                           8

Dilution                                                                       9

Capitalization                                                                10

Management's Discussion and Analysis                                          10

Our Common Stock                                                              13

Our Business                                                                  13

Our Properties                                                                20

Management and Control Persons                                                20

Principal Stockholders                                                        21

Certain Relationships and Related Transactions                                21

Security Ownership of Certain Beneficial Owners and Management                22

Market for Registrant's Common Equity and Related Stockholder Matters         22

Executive Compensation                                                        23

Where you can Find Additional Information                                     25

Index to Combined Financial Information                                         

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PROSPECTUS SUMMARY

This prospectus summary highlights selected information from this prospectus and
does not contain all of the information that may be important to you. For a more
complete description of this offering, you should read this entire prospectus as
well as the additional documents we refer to under the heading Where to Find    
Additional Information.                                                         

OUR COMPANY                                                                     

We supply building materials to major home improvement center chains in the     
western United States. We concentrate on the residential repair and remodeling  
segment of the building materials industry. Our major distribution centers for  
building materials are located outside of Portland, Oregon in North Plains,     
Oregon and in Ogden, Utah. We also process and distribute seeds through our     
wholly owned subsidiary, Jewett-Cameron Seed Company. This plant is located at  
another location in North Plains, Oregon.                                       

SUMMARY FINANCIAL AND OTHER DATA                                                

We are providing the following summary financial information to aid you in your 
analysis of the financial aspects of an investment in us. The table includes    
summary historical financial data for us for the years ended August 31, 2000 and
1999 and for the six months ended February 28, 2001. We believe that this       
presentation is informative to you.                                             

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------
                     Year Ended August 31,  Year Ended August 31,  Six Months Ended     
                     2000                   1999                   February 28, 2001    
-------------------- ---------------------- ---------------------- ---------------------
                                                                                        
Assets                      $6,937,360             $7,214,251           $10,696,304     
-------------------- ---------------------- ---------------------- ---------------------
Revenues                   $24,494,186            $29,102,273            $8,265,315     
-------------------- ---------------------- ---------------------- ---------------------
Net Income                    $608,679               $592,509              $131,459     
-------------------- ---------------------- ---------------------- ---------------------
Earnings Per Share               $0.60                  $0.52                 $0.11     
-------------------- ---------------------- ---------------------- ---------------------

RISK FACTORS

WE HAVE MADE FORWARD LOOKING STATEMENTS THAT MAY NOT PROVE TO BE CORRECT        

The statements contained in this prospectus that are not historical fact are    
forward-looking statements as that term is defined in the Private Securities    
Litigation Reform Act of 1995. The words or phrases: will likely result, are    
expected to will continue, is anticipated, believes, estimates, projects or     
similar expressions are intended to identify these forward-looking statements.  
These statements are subject to risks and uncertainties beyond our reasonable   
control that could cause our actual business and results of operations to differ
materially from those reflected in our forward-looking statements. The safe     
harbor provisions provided in Section 27A of the Securities Act and Section 21E 
of the Exchange Act do not apply to forward-looking statements we make in this  
prospectus.                                                                     

Forward-looking statements are not guarantees of future performance. Our        
forward-looking statements are based on trends which we anticipate in our       
industry and our good faith estimate of the effect on these trends of such      
factors as industry capacity, product demand and product pricing.               

The inclusion of projections and other forward-looking statements should not be 
regarded as a representation by us or any other person that we will realize our 
projections or that any of the forward-looking statements contained in this     
prospectus will prove to be accurate. We will not update any forward-looking    
statements other than as required by law.                                       

OUR MAIN PRODUCT IS SUBJECT TO PRICE FLUCTUATIONS                               

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Our main product is lumber which is a commodity. As a commodity the price of    
lumber can fluctuate. This fluctuation in price can have the following effects: 

- - It can cause us to experience lower operating margins, thereby reducing     
earnings                                                                
- - It can result in a write down in the value of our inventory                 

Additionally, we do not engage in any significant hedging activities that would 
help protect us against fluctuations in the price of lumber.                    

INCREASING INTEREST RATES COULD LOWER PROFITS                                   

An increase in interest rates will increase our cost of borrowing money from the
U.S. Bank. This increased cost could significantly decrease or eliminate the    
company's profits.                                                              

COMPETITION FROM LARGER COMPETITORS COULD SLOW OUR GROWTH                       

The business of supplying products to home improvement retailers is dominated by
a number of large corporations. Some of these corporations are better           
capitalized than we are and have the ability to reach more customers and        
markets. The dominance of these companies could prevent us from expanding into  
markets or gaining new customers. This could adversely affect our ability to    
grow and could have a negative impact on future revenues and earnings.          

THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK                           

Currently, there are a limited number of market makers for our common stock and 
there can be no assurance that a market for our shares will continue with any   
consistency.                                                                    

WE DEPEND ON OUR KEY PERSONNEL FOR OUR FUTURE SUCCESS                           

We are substantially dependent upon the efforts and skills of our executive     
officers and management, particularly Donald M. Boone, President of the Company,
and Michael C. Nasser, Secretary of the Company. The death, disability or other 
loss of services of our executive officers in the short term could have a       
materially adverse impact on the profitability and success of our Company.      

WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON SHARES IN THE PAST AND DO NOT      
ANTICIPATE PAYING DIVIDENDS IN THE FUTURE                                       

We have never paid any cash dividends on our common stock. We currently intend  
to retain all earnings for use in the expansion of our business and other       
corporate purposes and therefore we do not anticipate paying any cash dividends 
on our common stock in the foreseeable future.                                  

 USE OF PROCEEDS

We plan to use the capital which we receive from this offering after expenses,  
to retire part of our currently outstanding debt and to provide operating       
capital required to continue the development of our projects.                   

 INFORMATION ON SELLING STOCKHOLDERS

None of our current shareholders are selling stock in this offering.            

PLAN OF DISTRIBUTION

We are offering to sell up to 100,000 shares of our Common Shares. These shares 
will be sold by us on a "best efforts" basis through one or more of our officers
and directors of the company who will not receive compensation in connection    
with any offers or sales of these shares. We may also hire licensed             
broker-dealers ("Agents") to sell these shares on a "best efforts" basis. There 
are no underwriters involved in this offering. If our company retains           

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Agents to sell these shares, we will pay the Agents a selling commission of up  
to 10% of the gross offering proceeds attributable to the shares which they     
sell. We and any Agents which we might hire will indemnify each other against   
certain liabilities, including liabilities under the Securities Act of 1933.    

None of the shares will be sold to residents of either of the Canadian Provinces
of British Columbia or Ontario. This prospectus has not and will not be filed   
with either of the British Columbia or the Ontario Securities Commissions.      
Accordingly, none of the shares purchased under this prospectus may be          
transferred to a resident of British Columbia or Ontario or transferred into    
British Columbia or Ontario for a period of 12 months from the date the shares  
are initially sold under this prospectus. All of the certificates representing  
the shares will bear a legend denoting the transfer restrictions as applicable  
in British Columbia and Ontario.                                                

We are selling the shares at the price of $9.00 per share. There is no minimum  
number of shares a subscriber is required to purchase in order to subscribe to  
this offering. We reserve the right to withdraw, cancel or modify this offering 
and to reject subscriptions, in whole or in part, for any reason.               

An agreement to purchase the Common Shares offered hereby (the "Subscription    
Agreement") accompanies this Prospectus. Subject to availability and our right  
to reject subscriptions, in whole or in part, for any reason, Common Shares may 
be subscribed for by completing, executing and returning the Subscription       
Agreement, together with payment for all shares subscribed for, to              
Jewett-Cameron Trading Company Ltd., 32275 N.W. Hillcrest, North Plains, Oregon 
97133. Our acceptance of a subscription shall be evidenced solely by the        
delivery to the subscriber of a written confirmation of sale. Our receipt of a  
Subscription Agreement and/or deposit by the Company of payment for the         
subscribed shares as described below shall constitute acceptance of a           
subscription. The subscription payments will be deposited into our bank account.

We will promptly refund any monies collected and attributed to a subscription,  
or portion thereof, which we reject and we will pay each rejected subscriber all
interest which we earn on any subscriber's rejected escrowed subscription       
payment, or portion thereof. However, unless we cancel this offering or reject a
subscription, in whole or in part, subscribers will have no right to a return of
their subscription payment.                                                     

We will not issue any stock certificates to subscribers until such time as the  
funds related to the purchase of their shares are deposited into our bank       
account. The subscribers will not be considered shareholders until they are     
issued stock certificates.                                                      

Warranties by Subscribers                                                       

By signing the Subscription Agreement each investor is representing and         
warranting to us that he or she (1) has received this Prospectus and in making a
subscription is only relying on the representations set forth in this Prospectus
and (2) has indicated his or her true state of legal residence.                 

Each potential investor should carefully read this Prospectus in its entirety   
prior to purchasing shares of the Common Shares offered hereby. The warranty    
given to us by each subscriber indicating that the subscriber has received this 
Prospectus and is only relying on the representations set forth herein provides 
us with some comfort that each subscriber has read this Prospectus. To the      
extent permitted by federal and state securities laws, we might assert our      
rights under this warranty to rebut a subscriber's claim that he or she relied  
on any oral representations or written representations other than those set     
forth in this Prospectus.                                                       

In some states, for various reasons, we will not obtain permission to sell the  
Common Shares offered by this Prospectus. We will reject subscription agreements
received, if any, from residents of these states. The warranty given by each    
subscriber indicating the subscriber's true state of legal residence will assist
us in complying with state securities laws. We might assert our rights under    
this warranty if a misrepresentation by a subscriber results in us selling      
shares of stock in a state in which we are not permitted to sell such shares. A 
subscriber does not waive any rights under the federal securities laws by       
executing the Subscription Agreement. Termination of Offering                   

We can terminate this Offering at any time prior to the sale of all 100,000     
Common Shares offered hereby.                                                   

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DILUTION

We were initially capitalized by the sale of common stock to our founders. The  
following table sets forth the difference between our founders and purchasers of
the shares in this offering with respect to the number of shares purchased from 
us, the total consideration paid and the average price per share paid.          

The table below assumes the maximum amount of the Shares offered hereby are     
sold.                                                                           

The following table summarizes on a pro forma basis as of May 31, 2001, the     
total number of shares of Common Stock purchased from the Company, the total    
consideration paid to the Company and the average price per share paid by       
existing stockholders and the new investors[1]:                                 

                                                                [Download Table]

                                   SHARES PURCHASED   TOTAL CONSIDERATION  AVERAGE  
                                 -------------------  -------------------   PRICE   
                                  NUMBER     PERCENT  AMOUNT      PERCENT  PER SHARE
                                 ---------   -------  ------      -------  ---------
                                                                                    
Existing stockholders[1]........ 1,074,162      91%   $6,900,442     88%     $6.42  
New stockholders................   100,000      10%   $  900,000     12%     $9.00  

     Totals..................... 1,174,162     100%   $7,800,442    100%            
                                 =========     ====   ==========    ====            

As of May 30, 2001, the pro forma net tangible book value of our common stock   
was 6,431,200 or $5.98 per share based on the 1,074,162 shares outstanding. "Net
tangible book value" per share represents the amount of total tangible assets   
less total liabilities, divided by the number of shares. After giving effect to 
the sale by us of 100,000 shares at an offering price of $9.00 per share and    
after deducting estimated expenses, our pro-forma net tangible book value as of 
that date would be $7,233,282 or $6.16 per share, based on the 1,174,062 shares 
outstanding at that time. This represents an immediate dilution (i.e. the       
difference between the offering price per share of common stock and the net     
tangible book value per share of common stock after the offering) of            
approximately $2.84 per share to the new investors who purchase shares in the   
offering ("New Investors"), as illustrated in the following table (amounts are  
expressed on a per share basis): [1] Calculations concerning dilution are based 
on an assumption of the offering being fully subscribed.                        

The following table represents the dilution per share based on the percentage   
sold of the total amount of shares being offered.                               

The following table illustrates the dilution which will be experienced by       
investors in the offering:                                                      

                                                         Maximum
                                                          $900,000
                                                          --------

Public Offering Price per share                                  $9.00          
Net Tangible book value per share before offering                $5.98          
Pro forma net tangible book value per share after offering       $6.16          
Pro forma increase per share attributable to offered shares      $0.18          
Pro forma dilution to public investors                           $2.84          

We do not intend to pay any cash dividends with respect to our common stock in  
the foreseeable future. We intend to retain any earnings for use in the         
operation of our business. Our Board of Directors will determine dividend policy
in the future based upon, among other things, our results of operations,        
financial condition, contractual restrictions and other factors deemed relevant 
at the time. We intend to retain appropriate levels of our earnings, if any, to 
support our business activities.                                                

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CAPITALIZATION

The following table sets forth, as of May 31, 2001, (i) our actual              
capitalization, and (ii) our capitalization on a pro forma basis reflecting the 
closing of the Maximum Offering (without giving effect to any estimated offering
expenses) of $98,000 and the application of the estimated net proceeds          
therefrom. See "Use of Proceeds." This table should be read in conjunction with 
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and our Consolidated Financial Statements and notes thereto         
appearing elsewhere in this Offering Memorandum.                                

                                                        [Enlarge/Download Table]

                                                                        May 31, 2001        
                                                                --------------------------- 
                                                                         PRO FORMA          
                                                                  ACTUAL         AS ADJUSTED
                                                                ----------       ---------- 
                                                                                            
Debt                                                            $3,624,779       $3,624,779 

Stockholders' equity:                                                                       
  Common stock: $0.00 par value, 20,000,000 shares authorized,                              
       shares issued and outstanding, actual;1,074,162                                      
       pro forma, as adjusted [1] 1,174,162                                                 

  Additional Paid-in Capital                                      $582,247       $1,384,247 

       Total stockholders' equity                               $6,900,442       $7,702,442 

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion of our historical result of operations should be read  
in conjunction with the "Selected financial Data" and the Company's Financial   
Statements and the related notes thereto, included elsewhere in this Memorandum 
The discussion is based on unaudited financial statements prepared by           
management.                                                                     

 FORWARD-LOOKING INFORMATION

The statements included in this Offering Memorandum regarding future financial  
performance and results and the other statements that are not historical facts  
are forward-looking statements. The words "expect," "project," "estimate,"      
"predict," "anticipate," "believes", "intends" and similar expressions are      
intended to identify forward-looking statements. Such statements are based upon 
our current expectations and involve a number of risks and uncertainties and    
should not be considered as guarantees of future performance. Readers are       
cautioned not to place undue reliance on these forward looking statements.      

The following discussion of our financial condition, changes in financial       
condition and results of operations for the fiscal years ended 8/31/00, 8/31/99 
and 8/31/98 and for the nine months ended May 31, 2001 and May 31, 2000 should  
be read in conjunction with our financial statements.                           

Our financial statements are stated in United States Dollars (US$) and are      
prepared in accordance with Canadian Generally Accepted Accounting Principles   
(GAAP); nevertheless, the financial statements conform in all material respects 
with US GAAP, except as disclosed in footnotes to the financial statements.     

All references to "$" and "US$" refer to United States Dollars and all          
references to "CDN$" refer to Canadian Dollars. All references to common shares 
refer to our Common Shares without Par Value unless otherwise indicated.        

Results of Operations, Fiscal Years Ended August 31, 2000, 1999 and 1998        
------------------------------------------------------------------------        
Sales decreased 18% to $24,494,186 in Fiscal 2000, down from $29,102,273 in     
Fiscal 1999 and $26,178,514 in Fiscal 1998.                                     

Gross profit decreased 11% to $3,869,951 from $4,346,705 in Fiscal 1999 and     
$3,391,558 in Fiscal 1998.                                                      

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General and Administrative Expenses decreased 15% to $2,457,859 in Fiscal 2000  
from $2,895,790 in Fiscal 1999 and $2,663,420 in Fiscal 1998.                   

Other Items were ($357,002) in Fiscal 2000 compared with ($326,406) in Fiscal   
1999 and ($427,378) in Fiscal 1998.                                             

Net Income rose to $612,090 in Fiscal 2000 from $592,509 in Fiscal 1999 and     
$91,033 in Fiscal 1998.                                                         

Basic EPS was $0.60 in Fiscal 2000 versus $0.52 in Fiscal 1999 and $0.09 in     
Fiscal 1998.                                                                    

Fully Diluted EPS were $0.58 in Fiscal 2000 versus $0.51 in Fiscal 1999 and     
$0.08 in Fiscal 1998.                                                           

Jewett-Cameron Lumber Company                                                   
-----------------------------                                                   
JCLC posted a 16% decrease in sales to $23.3 million in Fiscal 2000 as a result 
of 42% decrease in the price of lumber and a drop in sales of approximately $6  
million to a major customer. Management anticipates that the sales to this      
customer will increase to prior levels or possibly be higher during fiscal 2001.

JCLC's income from operations decreased 11% in Fiscal 2000 to $1,408,074        
compared with $1,583,793 in Fiscal 1999 and $696,556 in Fiscal 1998. The causes 
of the decrease are a combination of lower lumber prices and the loss in sales  
to the major customer mentioned above.                                          

MSI-PRO Co.                                                                     
----------                                                                      
The Fiscal 1997 renaming of the industrial tools under the "MSI-PRO" label has  
continued to provide a better product identity and a more efficient use of      
marketing dollars. Sales increased marginally in Fiscal 2000 to $1,111,833      
following a marginal decrease in Fiscal 1999 when MSI-PRO decided to focus upon 
more profitable products over sales growth. Importantly, this business decision 
resulted in an operating profit of $150,123, up from the $116,902 recorded a    
year earlier.                                                                   

Jewett-Cameron South Pacific                                                    
----------------------------                                                    
JCSP posted an 594% sales decrease to $45,602 continuing the 62% decrease for   
Fiscal 1999.                                                                    

In Fiscal 1999 we made the decision to wind down its operations in Tonga. JCSP  
is now in a non-operating mode and all the inventory has been liquidated. There 
are no employees on site.                                                       

NINE MONTHS ENDED May 31, 2001:                                                 

Sales for the first nine months of Fiscal 2001 decreased 9% to $15,838,071      
compared to $17,435,133 in the same period last year.                           

Sales for Jewett-Cameron Lumber were $13,958,483 for the nine months ended May  
31, 2001, down 15% compared to sales of $16,581,802 for the same period of last 
year.                                                                           

Sales for MSI-PRO (pneumatic tools and industrial clamps) were $716,219 for the 
nine months ended May 31, 2001 compared to $807,729 for the same period of last 
year, a decrease of $91,510.                                                    

Sales for Jewett-Cameron South Pacific in the Kingdom of Tonga were nil for the 
nine months ended May 31, 2001 compared to $45,602 for the same period of last  
year. The Company has almost completed winding down its operations in the       
Kingdom of Tonga.                                                               

Sales for Jewett-Cameron Seed Company were $1,163,369 for the nine months ended 
May 31, 2001. The Company entered the seed distribution business during the     
three months period ended November 30, 2000. During that period the Company     
acquired all of the assets, including land, buildings and equipment, of         
Agrobiotech Inc. for total proceeds of $1,530,762. On October 13, 2000, the     
Company incorporated Jewett-Cameron Seed Co. under the laws of Oregon. This     
subsidiary operates as a processor and distributor of agricultural seed products
and the nine month period ended May 31, 2001 is the first nine month reporting  
period for the Company's seed sales.                                            

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General and administrative expenses for the Company were $2,245,479 for the nine
month period up from $1,688,143 for the same period of last year. The primary   
reasons for the increase of $557,336 are increases of $70,087 in depreciation   
and amortization; $47,992 in insurance; $10,858 in office and miscellaneous;    
$14,432 in telephone and utilities; $19,100 in travel, entertainment and        
advertising; $68,348 in warehouse expenses and supplies; and, $429,000 in wages 
and employee benefits. All of these expense categories increased because of the 
addition of the Company's wholly owned subsidiary, Jewett-Cameron Seed Company. 
The expense categories of professional fees and repairs and maintenance         
decreased from the prior like nine month period by $43,076.                     

Net income for the first nine months of Fiscal 2001 was $417,568 which          
represents a 12% increase over the first nine months of last year when net      
income was $371,453. The increase in net income was due primarily to a decrease 
in income tax expense of $296,000.                                              

Earnings per share (fully diluted) were $0.40 for the first nine months of      
Fiscal 2001 compared to $0.35 for the same period of fiscal 2000. Basic earnings
per share were $0.42 for the first nine months of Fiscal 2001 compared to $0.36 
for the same period of fiscal 2000, an increase of 16%.                         

Liquidity and Capital Resources, Fiscal Years Ended August 31, 2000, 1999 and   
-----------------------------------------------------------------------------   
1998                                                                            
----                                                                            

Cash Provided by Fiscal 2000 Operating Activities totaled $472,151, including   
the $612,090 Net Income. Material adjustments included $125,323 of              
amortization/depreciation; $55,357 of Foreign exchange loss on debentures;      
$94,000 of Deferred income taxes; $73,118 of Loss on disposal of capital assets;
($74,020) of Increase in accounts receivable; ($32,360) in Increase in notes    
receivable; $40,681 in Decrease in inventory; ($87,883) in Decrease in bank     
indebtedness; and, ($365,696) in Decrease in accounts payable and accrued       
liabilities.                                                                    

Cash Used in Fiscal 2000 Investing Activities totaled ($45,297).                

Cash Used by Fiscal 2000 Financing Activities totaled ($442,526) including:     
($442,526) used to acquire treasury shares.                                     

Cash used by Fiscal 1999 Operating Activities totaled ($599,186), including the 
$592,509 Net Income. Material adjustments included $170,435 of                  
amortization/depreciation; $196,923 of bad debt; $165,440 of Write-down of      
trademarks; ($682,965) of Increase in accounts receivable; $323,287 of Decrease 
in inventory; ($679,438) of Decrease in bank indebtedness; and $406,026 of      
Increase in accounts payable and accrued liabilities                            

Cash Used in Fiscal 1999 Investing Activities totaled ($103,087).               

Cash Used by Fiscal 1999 Financing Activities totaled ($325,079) including:     
$11,044 from the issuance of shares; and, ($336,123) used to acquire treasury   
shares.                                                                         

Working capital was $4,611,769 at 8/31/00 compared with $4,181,467 at 8/31/99   
and $3,650,171 at 8/31/98. There were no major working capital changes during   
Fiscal 2000.                                                                    

Major capital changes during Fiscal 1999 being an increase in accounts          
receivable of $486,042 and a decrease in inventory of $381,968, and a reduction 
in bank indebtedness of 679,483.                                                

Accounts receivable were only slightly higher at 8/31/00 compared to 8/31/99.   

Our cash position as of end of Fiscal 2000 decreased slightly to $208,277 from  
$223,949 at the beginning of the year.                                          

Bank indebtedness at 8/31/00 was nil compared to $87,883 at 8/31/99 and $767,321
at 8/31/98. Our daily cash needs are met throughout the year through the bank   
line-of-credit of JCLC. JCLC has a bank line-of-credit of $5.5 million, which   
along with the working capital surplus is considered adequate to support our    
sales level anticipated for the coming year.                                    

Nine Months Ended May 31, 2001 and May 31, 2000                                 
-----------------------------------------------                                 

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As of May 31, 2001 the Company had working capital of $3,421,809 which          
represented a decrease of $867,985 as compared to the working capital of        
$4,289,794 as of May 31, 2000. The decrease in working capital was due to a     
decrease in cash and cash equivalents of $54,161 and an increase in bank        
indebtedness of $2,483,517. These factors were offset by increases in accounts  
receivable of $1,238,189; $393,768 in inventory; and, $72,306 in prepaid        
expenses. The increase in bank indebtedness, which accounted for the decrease in
working capital, was a result of increased activity by the Company's wholly     
owned subsidiary, Jewett-Cameron Seed Company.                                  

Accounts Receivable and Inventory represented 96% of current assets and both    
continue to turn over at acceptable rates.                                      

External sources of liquidity include bank credit lines from the U.S. Bank and  
Key Bank. The total line of credit available from the United States National    
Bank of Oregon is $5 million of which there was an outstanding balance as of May
31, 2001 of $2,483,517. The total line of credit available from Key Bank is $1  
million of which there was no outstanding balance. As of the end of Fiscal 2000 
(August 31st) the Company had no outstanding balances at either financial       
institution and at the end of the third quarter of Fiscal 2000, the Company also
had no outstanding balances at either institution.                              

Based on the Company's current working capital position, its policy of retaining
earnings, and the line of credit available, management believes that the Company
has adequate working capital to meet its needs during the current fiscal year.  

OUR COMMON STOCK

We have 1,074,162 outstanding shares of no par value Common Stock. Our Articles 
of Incorporation authorize us to issue up to twenty million shares of common    
stock.                                                                          

We have never declared any cash dividend on our shares of Common Stock. Our     
Board of Directors may declare dividends on its Common Stock from time to time, 
although it does not at present have any intention to do so.                    

OUR BUSINESS

General Development of Business                                                 
-------------------------------                                                 
We were incorporated in British Columbia, Canada, on 7/8/87, as a holding       
company for Jewett-Cameron Lumber Company ("JCLC"). We acquired all of the      
shares of JCLC through a stock-for-stock exchange and on 7/13/87, Jewett-Cameron
Lumber Corporation became a wholly owned subsidiary.                            

Jewett-Cameron Lumber Corporation ("JCLC") was incorporated in the state of     
Oregon, USA, in September 1953. During the next 31 years it developed a good    
reputation as a small lumber wholesaler based in Portland, Oregon. In September 
1984, the original stockholders sold their interest in the corporation to a new 
group of investors. Two members of that group remain active JCLC: Donald M.     
Boone and Michael Nasser.                                                       

JCLC acquired Material Supply International ("Material Supply") in early 1986.  
MSI-PRO Co. was incorporated in April 1996 as a wholly-owned subsidiary of JCLC 
and assumed the business of Material Supply. Material Supply was engaged in the 
importation and distribution of pneumatic air tools and industrial clamps. We   
renamed our product line "MSI-PRO".                                             

Another of our wholly-owned subsidiaries, Jewett-Cameron South Pacific Ltd.     
("JCSP") was incorporated in the Kingdom of Tonga in July 1990. We have wound   
down our operations in Tonga by closing the business. Currently, we are dealing 
with assets which remain in Tonga. These assets consist of remaining accounts   
receivable and leases on two parcels of real property.                          

Another of our wholly-owned subsidiaries, Jewett-Cameron Seed Company was       
incorporated in the state of Oregon in October 2000.                            

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We also hold a 62% ownership of a joint venture in the People's Republic of     
China, Ningbo Jewett-Cameron Air Tool Co. Ltd., effective October 1994. This    
business operates as a trading company buying tools in China and as a           
manufacturer of air tools for export to the United States, Canada, and Europe.  

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Financial Information About Our Business Segments                               
-------------------------------------------------                               

          Fiscal Years Ended August 31st
          2000         1999           1998
          -----------  ------------   ------------
SALES:                                                                          
Building Materials:                                                             
United States         $23,336,751   $27,707,986    $24,126,934              
South Pacific              45,602       316,757        831,405              
Industrial Tools:         1,111,833     1,077,530      1,220,175                
          -----------  ------------   ------------
        $24,494,186   $29,102,273    $26,178,514

INCOME (LOSS) FROM OPERATIONS:                                                  
Building Materials:                                                             
United States          $1,408,074    $1,583,793    $   696,556              
South Pacific             (58,556)     (138,126)       (44,870)             
Industrial Tools:           150,123       116,902        180,803                
General Corporate:         ($87,549)     (111,654)      (104,351)               
          -----------  ------------   ------------
         $1,412,092    $1,450,915       $728,138

IDENTIFIABLE ASSETS:                                                            
Building Materials:                                                             
United States          $6,457,978    $6,521,677     $6,200,166              
South Pacific             239,783       464,719        770,225              
Industrial Tools:           116,753       117,549        125,132                
General Corporate:          115,722       110,306        124,710                
          -----------  ------------   ------------
         $6,930,236     $7,214,251    $7,220,233

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Narrative Description of Business                                               
---------------------------------                                               
The following material describes the business of each of our operating          
subsidiaries. Our holding company and the operating subsidiaries employ a total 
of 42 people.                                                                   

Jewett-Cameron Lumber Corporation                                               
---------------------------------                                               
JCLC operates out of facilities located in North Plains, Oregon, and Ogden,     
Utah. JCLC competes in the following business segments: warehouse distribution  
and direct sales of building materials to home improvement centers primarily in 
the Pacific and Rocky Mountain regions of the United States; export of finished 
building materials to overseas customers, primarily in central and south        
America; and specialty wood products for government and industrial sales,       
primarily on a contract-bid basis.                                              

During Fiscal 2000/1999/1998, sales to home improvement centers represented     
about 95.3%/95.2%/86.4% of revenue; with export and industrial tools            
representing 4.5%/4.8%/6.1%, respectively. The Fiscal 2000 increase in the      
percent related to home improvement centers reflects an increase in business    
done with dealers and lumber yards located in the western United States.        

JCLC concentrates its sales efforts on the home improvement industry, an        
industry that has not been subject to major business cycles. Traditionally, the 
new home construction portion of the lumber industry is highly sensitive to the 
US economy and interest rates and generally suffers during periods of economic  
decline and high interest rates, due to the reduction in housing starts. JCLC   
has concentrated on building a customer base in the residential repair and      
remodeling segment of the industry (a growing market fueled by professional     
remodelers and do-it-yourself homeowners), making it less susceptible to swings 
in housing starts.                                                              

The products JCLC sells are not unique and with few exceptions are available    
from multiple suppliers. Products sold to industrial customers often require    
specialty fabrication such as truck parts and are remanufactured by several     
outside sources. Export sales are primarily timbers.                            

JCLC's current product categories include:                                      
* Fencing - A mix of widths, heights, textures, species,                        
prefabricated panels, split rail, and pickets that are appropriate for the
home improvement centers. A similar array of posts, post caps, and rails. 

*  Residential Decking - A selection of widths, lengths, species, treated and   
stained products along with accessories such as railings and step risers. 

*  Lattice - Stained, painted, and natural panels as well as a selection of     
vinyl panels.                                                             

*  Garden Timbers - Treated, untreated, or stained including cherrytone garden  
ties, bender board, stakes, and lathe.                                    
*Gates                                                                          
*Arbors                                                                         
*Pine shelving and furring.                                                     
*Pine kits - Shelving and utility benches.                                      
*Fire retardant dimension lumber and plywood.                                   
*Dimension lumber.                                                              
*Plywoods and oriented strand board.                                            
*Dowels                                                                         
*Kennels                                                                        

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A distribution center and headquarters office facility in North Plains, Oregon  
was completed in November 1995. This new complex includes 40,000 square feet    
under roof of warehouse, office, and manufacturing space on five paved acres.   
This facility gives JCLC the capacity to provide a broad range of products and  
services to its customer base from Northern California to Alaska.               

JCLC also owns a distribution complex in Ogden, Utah, with a 25,000 square foot 
warehouse and 3,500 square feet of office space on a total of 30 acres. This    
facility services customers in the Rocky Mountain Region including the states of
Utah, Colorado, Wyoming, Montana, Idaho, and northern Nevada.                   

Inventories are maintained at these facilities and shipped to home improvement  
center customers. During the building season's peak, some of the material is    
also shipped directly from the producing mill to the customer; as a result, JCLC
sells both out of its warehouse facilities and mill direct.                     

No patents, trademarks, licenses, franchises, or concessions are held by JCLC   
and as a result they are not factors in its business.                           

JCLC does receive commitments from a number of large home improvement chains in 
the late fall/early winter to supply product at a fixed price for a specified   
period of time; i.e., for three months of firm pricing once the season begins.  

Major Customers:                                                                
Fiscal Years Ended August 31st      
2000      1999      1998      
-------   -------   -------       
Lowes Companies          15%       28%       32%                                
Fred Meyer Inc.          36%       20%       22%                                
The Home Depot, Inc.     21%       20%       18%                                
Homebase, Inc.           13%                                                    

The home improvement business is seasonal, with most sales occurring between    
February and August. JCLC negotiates an agreement with each of its major home   
center customers in the fall of each year to include products to be carried and 
approximate volumes required for the coming home improvement season. Deliveries 
for the new season normally begin in late February, depending on weather.       

JCLC begins buying inventory for the next home improvement season in late fall  
each year. Consequently, an inventory buildup occurs until the heavy selling    
season begins in February. Inventory continues to remain high for a few months  
and then gradually declines to seasonal low levels at the end of the summer.    

Backlog orders are not a factor in JCLC's business. No material portions of the 
business are subject to renegotiations of profits or termination of contracts or
subcontracts at the election of the government.                                 

The home improvement center industry is highly competitive. Many of JCLC's      
primary competitors are much better financed and have sophisticated national    
distribution networks. These competitors include: (1) Georgia-Pacific,          
headquartered in Atlanta, Georgia, with distribution centers throughout the     
service area; (2) Weyerhaeuser, headquartered in Tacoma, Washington, with       
distribution centers throughout the service area; (3) Boise Cascade,            
headquartered in Boise, Idaho, with several distribution centers in the service 
area; and (4) OREPAC Building Products, headquartered in Wilsonville, Oregon,   
with several distribution centers in the service area. These competitors,       
particularly Georgia Pacific, Weyerhaeuser, and Boise Cascade, have product     
lines which are substantially broader than those of JCLC, and therefore         
reference to their annual sales includes many more product lines than those sold
by JCLC.                                                                        

JCLC's home improvement center market area consists of stores in Alaska,        
northern California, Oregon, and Washington which are being served out of the   
North Plains, Oregon warehouse, and Utah, Colorado, Idaho, Wyoming, Montana, and
northern Nevada which are being served out of the Ogden, Utah warehouse. JCLC's 
home improvement sales of US$23 million represents approximately 1% of the      
lumber category sales by the major home improvement center chains in JCLC's     
primary service area.                                                           

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The larger companies are often unwilling to compete with a JCLC or OREPAC in    
terms of product flexibility and service of individual retail stores. OREPAC,   
like JCLC, serves the Pacific region; however, their product mix is different   
and they concentrate on building materials other than lumber and plywood.       

During the spring of 1993, JCLC acquired a manufacturing plant to produce       
several lines of products for home improvement center customers. The plant was  
moved to a larger facility in Portland in August 1993, and subsequently was     
moved to an existing building on the North Plains facility in March 1995. The   
plant currently cuts cedar fencing products and pine boards.                    

MSI-PRO Co.                                                                     
----------                                                                      
MSI-PRO operates from the same facilities as JCLC. MSI-PRO imports and          
distributes both pneumatic air tools and industrial clamps. Distribution is     
throughout the United States and Canada to distributors and original equipment  
manufacturer customers. Sales are made through a network of agents and          
representatives, each of whom is an independent contractor representing between 
10-to-15 other manufacturers who sell to similar customers but are not selling  
competing lines. MSI-PRO has agents and representatives that cover major        
industry groupings including industrial suppliers, automotive suppliers, and    
woodworking suppliers.                                                          

The pneumatic air tools, manufactured and sold under the name MSI-PRO, are of   
sound quality and low-end price. MSI-PRO exclusively markets the MSI-PRO line.  

The industrial clamps are newer to MSI-PRO. The line is high-quality and        
moderately priced and covers a wide variety of potential customers.             

The products are manufactured for MSI-PRO by several suppliers in Taiwan,       
Malaysia, and the Republic of China. All products are covered by more than one  
supplier.                                                                       

Sales of pneumatic air tools and industrial clamps are not seasonal.            

A relationship has been established with a factory in Zheijang Province. MSI-PRO
has invested in dies and tooling, and manufacturing is being done for a single  
air tool. A joint venture manufacturing company was established in China in     
October 1994, with MSI-PRO holding a 62% ownership interest in the new company, 
Ningbo Jewett-Cameron Air Tool Co. Ltd. This joint venture company also acts as 
a trading company, purchasing tools from other manufacturers in China.          

MSI-PRO is a registered trademark in the United States and Canada. No other     
patents, licenses, franchises, or concessions are held by MSI-PRO.              

The market for pneumatic air tools is very competitive. MSI-PRO faces           
competition from better financed companies with more sophisticated sales forces 
and distribution networks. The U.S. market for pneumatic air tools is currently 
approximately $1 billion in annual sales, of which 60% are manufactured in the  
United States and 40% are imported. The major US manufactured lines are Chicago 
Pneumatic and Ingersoll-Rand, which rank #1 and #2 in overall size in the       
industry. A smaller line, Sioux, is also manufactured in the United States. The 
two largest imported lines today are Florida Pneumatic and Astro Tools. Others  
include Sunnex, Ames, and Eagle. MSI-PRO's volume today is a very small fraction
of the market. The current market strategy that allows MSI-PRO to compete in the
pneumatic air tool and industrial clamp markets includes brand name and company 
recognition, moderate to low price, and continued development of a manufacturer 
representative organization which covers all of the major users of the tools.   

The U.S. sales volume in industrial clamps is approximately US$300 million      
annually. There are fewer competitive lines available and MSI-PRO expects to    
gain a larger share of the market in industrial clamps than in pneumatic air    
tools.                                                                          

There are no customers that purchase 10% or more of MSI-PRO's products in any   
one year. Backlog orders are not a major factor. No portion of the business is  
subject to renegotiations of profits or termination of contracts or subcontracts
at the election of the government.                                              

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Jewett-Cameron South Pacific Ltd.                                               
--------------------------------                                                
Until Fiscal 1999, JCSP, a Tongan corporation, consisted of three retail        
building material yards located on separate islands of the Kingdom of Tonga.    
Products sold included finished lumber, plywood, hardboard, cement, roofing,    
rebar, windows, doors, plumbing fixtures, floor tile, and other miscellaneous   
building materials.                                                             

The finished lumber, plywood, hardboard, and some other building materials were 
sent from the United States. Most other products were purchased from Fiji, New  
Zealand, or Australia. All materials were available from multiple sources.      

Tonga is an island nation of 100,000 people, located in the South Pacific south 
of the Equator and just west of the International Date Line. The primary sources
of income to the Kingdom are money sent home from the 100,000 Tongans living    
abroad, agricultural exports, and grants from other governments. Very little    
industry exists.                                                                

There is a steady demand for building materials in Tonga for remodeling, home   
construction, commercial buildings, and church construction. Most new houses    
being built have a western flavor to them, and western building materials are in
demand.                                                                         

Materials are readily available from a number of sources, subject primarily to  
the timing and availability of ships going to the Kingdom. JCSP was able to     
negotiate favorable shipping arrangements from the U.S. west coast due to the   
consistent high volume sent to Tonga and other ports in the South Pacific.      

Over the past several years, the market has become more competitive in Tonga. In
addition, a number of contractors and individual homebuilders have begun        
importing their own building materials and, due to favorable customs treatment, 
this method of purchasing materials has become a major source of competition to 
the established building material dealers. JCSP did not maintain its competitive
position and sales declined dramatically during Fiscal 1997 through Fiscal 1999 
and the operation is unprofitable.                                              

Further, during Fiscal 1998, the Tongan currency was devalued substantially in  
relationship to the United States Dollar; this resulted in a large currency     
translation loss being reported during Fiscal 1998. Also, JCSP elected to       
write-down a substantial number of debts during Fiscal 1998.                    

In Fiscal 1999 we made the decision to wind down JCSP's operations in Tonga. All
operations were closed in Tonga during Fiscal 2000. Currently, we are dealing   
with assets which remain in Tonga. These assets consist of remaining accounts   
receivable and leases on two parcels of real property. Regarding the real estate
leases, we are currently attempting to sell these leases which management has   
priced below their respective current market values.                            

Jewett Cameron Seed Company                                                     
---------------------------                                                     
Jewett-Cameron Seed Company is a wholly-owned subsidiary of ours that was       
incorporated in the state of Oregon in October 2000.                            

Jewett-Cameron Seed Company consists of thirteen plus acres of land; 105,000    
square feet of buildings; some rolling stock consisting of tractors, forklifts  
and trucks, and related equipment.                                              

Examples of products handled by the Seed Company are grasses; clovers; oats;    
and, wheat. The Seed Company provides the following services to growers in the  
western Oregon area:                                                            

1.   Storing the products;                                    
2.   Processing the products;                                 
3.   Blending the products;                                   
4.   Cleaning the products;                                   
5.   Grading the products;                                    
6.   Separating the products;                                 
7.   Bagging the products for resale;                         
8.   Shrink wrapping the bags of products for resale;         
9.   Palletizing the products for resale; and,                

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10.  Labeling the products for resale                         

We are compensated for each of the above services and then we receive an        
additional payment from the proceeds of the final sale to the end user.         

Typically, products are received from the growers during the months of June,    
July, August and September. Once received they are stored and some or all of the
above services are provided by the Seed Company to the growers.                 

We have only operated Jewett-Cameron Seed Company for the past nine months and  
sales for the first nine months of operation were $1,559,516.                   

OUR PROPERTIES

Our executive offices are located at 32775 N.W. Hillcrest in the town of North  
Plains, Oregon. We purchased this five acre piece of land in January of 1995 and
finished construction of our 40,000 square foot facility in October of 1995. The
cost to build this facility was $850,000. We have 6,000 square feet of office   
space, 10,000 square feet of manufacturing space and 24,000 square feet of      
warehouse space. We use this facility as our executive office and our           
distribution center to service our customers who are located between northern   
California and Alaska. We own this land and the buildings free and clear of any 
encumbrances.                                                                   

In July of 1994 we purchased another distribution center which is located at    
9501 West 900 South in Ogden, Utah. We paid $295,000 for this facility and we   
also own it free and clear of any encumbrances. This facility consists of 30    
acres of land and a 28,500 square foot building.                                

In November of 2000 we purchased thirteen acres of land; 105,000 square feet of 
buildings, rolling stock and equipment from a company called Agri Bio Tech Inc. 
We paid $1,530,762 for these assets. We are currently operating our wholly owned
subsidiary, Jewett-Cameron Seed Company, from this facility. Like our other two 
facilities, we own this free and clear of any encumbrances.                     

OUR MANAGEMENT AND CONTROL PERSONS

The following persons are our executive officers and directors as of June 30,   
2001.                                                                           

Name                       Age      Position with the Company                   

Donald M. Boone            61       President, CEO, Treasurer and Director      
Michael C. Nasser          55       Secretary                                   
Jeffrey J. Lowe            43       Director                                    
James Schjelderup          46       Director                                    
Stephanie Rink             42       Director                                    

Each director holds office until the next Annual General Meeting or until his or
her successor is duly elected or appointed, unless his or her office is earlier 
vacated in accordance with the Articles of the Company or he or she becomes     
disqualified to act as a director. Executive officers serve at the discretion of
the board of directors.                                                         

Donald M. Boone: Mr. Boone has been our President, CEO, and one of our Directors
since July 1987. He has been the President and Treasurer of Jewett-Cameron      
Lumber Corporation, a subsidiary of Jewett-Cameron Trading Company Ltd., since  
September 1984. Prior to that, he was Operations Manager and Chief Financial    
Officer of Sunrise Forest Products, a private Oregon forest products company.   

Michael C. Nasser: Mr. Nasser has been our Secretary since July 1987. He has    
been the Sales Manager of Jewett-Cameron Lumber Corporation, a subsidiary of    
Jewett-Cameron Trading Company Ltd., since September 1984. Prior to that, he was
Sales Manager of Sunrise Forest Products, a private Oregon forest products      
company.                                                                        

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James R. Schjelderup: Mr. Schjelderup has been one of our Directors since July  
1987. He is an independent computer consultant in the Vancouver, British        
Columbia area and has acted in that capacity since 1988. Prior to that he was   
the general manager of a small electronics supply company, Animated Electronics 
Ltd., of Vancouver, British Columbia.                                           

Jeffrey J. Lowe: Mr. Lowe has been one of our Directors since February 1995. He 
has been a corporate, commercial and securities attorney with the law firm of   
Richards Buell Sutton of Vancouver, British Columbia since 1983. He was a       
managing partner with that firm from 1989 through 1993. He was the President of 
Traderef Software Corp. and Maxwell Mercantile Inc. during 1994 while on leave  
from Richards Buell Sutton. Presently, he is a managing partner of Richards     
Buell Sutton.                                                                   

Stephanie Rink: Ms. Rink has been one of our Directors since July 2000. She is  
the President and Secretary of Stephanie A. Rink. She has been the President and
Secretary of ICS Training Incorporated since 1995. She has fifteen years        
experience in consulting to business management in the field of personal growth.

PRINCIPAL STOCKHOLDERS

The table below identifies the control positions of the Directors and Officers  
of the Company and individuals (or organizations) that are known to hold more   
than 5% of the common shares as of May 2, 2001, after giving effect to the sale 
of Common Shares offered hereby. All shares are owned directly.                 

                                                        [Enlarge/Download Table]

Name of Beneficial Owner                     Amount of  Class of   Percent of   Percent of
                                                Shares    Shares  Class prior  Class after
                                            Controlled            to Offering     Offering

                                                                                          
Donald M. Boone                                222,500    Common          21%          19%
Michael C. Nasser                              157,304    Common          14%          13%
United States National Bank, Trustee for       129,200    Common          12%          11%
  Jewett-Cameron Trading Co. Ltd. Employee                                                
  Stock Ownership Plan, In Trust                                                          
Jeffrey J. Lowe                                    Nil                                    
James Schjelderup                                  Nil                                    
Stephanie Rink                                     Nil                                    

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

One of our directors, Jeffrey J. Lowe is an attorney who works for Richards     
Buell Sutton of Vancouver, British Columbia Canada. Richards Buell Sutton acts  
as our legal counsel. During Fiscal 2000/1999/1998 we paid Richards Buell Sutton
$8,794, $12,959 and $6,242 respectively for legal services.                     

We believes that all transactions with Richards Buell Sutton were on terms at   
least as favorable to us as we could have obtained from unaffiliated parties.   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below identifies the control positions of the Directors and Officers  
of the Company and individuals (or organizations) that are known to hold more   
than 5% of the common shares as of August 1, 2001, after giving effect to the   
sale of Common Shares offered hereby. All shares are owned directly.            

                                                        [Enlarge/Download Table]

------------------------------------- ----------- --------- ------------ ------------

Name of Beneficial Owner               Amount of   Class of  Percent of   Percent of 
                                          Shares    Shares   Class prior  Class after
                                      Controlled             to Offering  Offering   
------------------------------------- ----------- --------- ------------ ------------
                                                                                     
Donald M. Boone                          222,500    Common        21%          19%   
------------------------------------- ----------- --------- ------------ ------------
Michael C. Nasser                        157,304    Common        14%          13%   
------------------------------------- ----------- --------- ------------ ------------
Trustee for  Jewett-Cameron  Trading     129,200    Common        12%          11%   

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Co. Ltd.  Employee  Stock  Ownership                                                 
Plan, In Trust                                                                       
------------------------------------- ----------- --------- ------------ ------------
Jeffrey J. Lowe                              Nil                                     
------------------------------------- ----------- --------- ------------ ------------
James Schjelderup                            Nil                                     
------------------------------------- ----------- --------- ------------ ------------
Stephanie Rink                               Nil                                     
------------------------------------- ----------- --------- ------------ ------------

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our stock trades on both the NASDAQ Small Cap Market in the United States, under
the trading symbol "JCTCF", and the Toronto Stock Exchange in Canada, under the 
trading symbol "JCT". The cusip number for our stock is 47733C-20-7 and our     
stock began trading on the NASDAQ Small Cap Market in April of 1996.            

This prospectus has not been filed with either of the British Columbia or the   
Ontario Securities Commissions. Accordingly, the shares being sold under this   
Prospectus may not be transferred to a resident of British Columbia or Ontario  
or transferred into British Columbia or Ontario for a period of 12 months from  
the date the shares are initially sold under this prospectus. See section       
entitled "Plan of Distribution" for information on transfer restrictions in     
British Columbia and Ontario.                                                   

On 11/21/00, a list of our shareholders showed 15 registered shareholders and   
1,074,162 shares outstanding, including 11 registered holders in the United     
States holding 997,430 shares.                                                  

We estimate that there are currently at least 190 "holders of record" of our    
common stock resident in the United States holding the above referenced 997,430 
shares.                                                                         

As of 11/21/00, we believe that there are over 500 total beneficial shareholders
of our common stock.                                                            

We completed a one-for-five reverse stock split in March 1996. All references in
this document to per share prices and the number of shares refer to             
post-consolidation data unless it is indicated otherwise.                       

The following table lists the high and low prices on the NASDAQ Small Cap market
for our common shares for the last eight fiscal quarters. The price was $6.05 on
07/23/01.                                                                       

Common Stock                                       High              Low        

December 2000 - February 2001                      5.12             4.80        
September 2000 - November 2000                     5.12             4.50        
June 2000 - August 2000                            5.50             4.50        
March 2000 - May 2000                              4.93             4.00        
December 1999 - February 2000                      5.19             4.00        
September 1999 - November 1999                     5.50             4.88        
June 1999 - August 1999                            5.50             4.87        
March 1999 - May 1999                              5.13             4.44        

The following table lists the high and low prices on the Toronto Stock Exchange 
for our common shares for the last eight fiscal quarters. The price was $6.24 on
8/06/01.                                                                        

Common Stock                                       High              Low        

December 2000 - February 2001                     Cdn$7.55         Cdn$7.50     
September 2000 - November 2000                    Cdn$7.70         Cdn$7.50     
June 2000 - August 2000                           Cdn$8.00         Cdn$6.45     
March 2000 - May 2000                             Cdn$7.00         Cdn$6.45     
December 1999 - February 2000                     Cdn$7.55         Cdn$6.10     
September 1999 - November 1999                    Cdn$8.10         Cdn$7.35     
June 1999 - August 1999                           Cdn$8.10         Cdn$7.35     
March 1999 - May 1999                             Cdn$7.80         Cdn$6.80     

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We have never declared any cash dividend on our shares of Common Stock. Our     
Board of Directors may declare dividends on its Common Stock from time to time, 
although it does not at present have any intention to do so.                    

As of May 31, 2001, two Market Makers were actively posting bid and ask prices  
for the Company's common shares on the NASDAQ Small Cap Market.                 

EXECUTIVE COMPENSATION

We have no formal plan for compensating our Directors for their service in their
capacity as Directors. Our Directors are entitled to reimbursement for          
reasonable travel and other out-of-pocket expenses incurred in connection with  
attendance at our meetings of the Board of Directors. Our Board of Directors    
does have the ability to award special remuneration to any Director undertaking 
any special services on our behalf other than services ordinarily required of a 
Director.                                                                       

We do grant stock options to our Directors, Executive Officers and employees.   

We established an Employee Stock Ownership Plan ("ESOP") that covers all of our 
employees. This plan is described below.                                        

Other than participation in the stock option plan and/or ESOP, no funds were set
aside or accrued by us during Fiscal 2000 to provide pension, retirement or     
similar benefits for Directors or Executive Officers.                           

We have no plans or arrangements to compensate any of our executive officers if 
they are terminated or if we experience a change in ownership control.          

Except for our stock option plan and ESOP, we do not have material bonus or     
profit sharing plans for our employees other than the fact that our Corporate   
Secretary Mr. Michael C. Nasser does receive a discretionary bonus once a year. 

We have no written employment agreements.                                       

Cash Compensation                                                               
-----------------                                                               
The table below shows compensation paid during Fiscal 2000 Ended 8/31/00 to our 
president, Donald M. Boone and our Corporate Secretary, Michael C. Nasser. The  
total amount of money paid to all of our officers and executive officers during 
Fiscal 2000 was $264,675.                                                       

Summary Compensation Table

Name and Title        Fiscal  Salary    Bonus   Other Annual   All Other        
                 Year                      Compensation   Compensation

Donald M. Boone,      2000    $36,000       $0       $0             $0          
President & CEO       1999    $36,000  $30,000       $0             $0          
            1998    $36,000       $0       $0             $0

Michael C. Nasser,    2000   $120,000  $45,728       $0             $0          
Corporate Secretary   1999   $120,000  $78,675       $0             $0          
            1998   $120,000  $39,750       $0             $0

Employee Stock Ownership Plan                                                   
-----------------------------                                                   

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On August 31, 1995 we established an Employee Stock Ownership Plan ("ESOP") that
covers all of our employees who work in the United States and who are employed  
by us at the end of the fiscal year provided that they worked at least 1000     
hours during the course of the fiscal year.                                     

The establishment of the ESOP resulted in our forming a trust, which acquired   
from us 90,000 common shares (450,000 pre-consolidation shares) at CDN$1.00 per 
share. The trust or ESOP borrowed $350,000 from a bank to be repaid over three  
years, guaranteed by us to purchase the shares. We were required to make annual 
contributions to the ESOP at least equal to the ESOP's debt service. As the debt
was repaid, common shares were released from collateral and allocated to active 
employees, based on their proportion of the ESOP. The debt was repaid effective 
October 1997. Our ESOP compensation expense under Canadian GAAP was $79,141,    
$90,170 $40,694 and $129,600 for Fiscal 2000/1999/1998/1997, respectively. As at
August 31, 2000 and 1999, 90,000 of these shares were earned by the employees   
under this plan but remain in the trust.                                        

Stock Option Program                                                            
--------------------                                                            
Stock Options to purchase securities from us can be granted to our Directors and
Employees on terms and conditions acceptable to the regulatory authorities in   
Canada, notably the Toronto Stock Exchange, the Ontario Securities Commission   
and British Columbia Securities Commission. We have no formal written stock     
option plan.                                                                    

Under the stock option program, stock options for up to 10% of the number of    
issued and outstanding common shares may be granted from time to time, provided 
that stock options in favor of any one individual may not exceed 5% of the      
issued and outstanding common shares. No stock option granted under the stock   
option program is transferable by the optionee other than by will or the laws of
descent and distribution, and each stock option is exercisable during the       
lifetime of the optionee only by such optionee.                                 

The exercise price of all stock options granted under the stock option program  
must be at least equal to the fair market value (subject to regulated discounts)
of such common shares on the date of grant, and the maximum term of each stock  
option may not exceed five years and are determined in accordance with Toronto  
Stock Exchange ("TSE") guidelines.                                              

The names and titles of our Directors and Executive Officers to whom outstanding
stock options have been granted and the number of common shares subject to such 
options are shown in the following table as of 11/21/00, as well as the number  
of options granted to Directors and all employees as a group.                   

 Table No. 7
 Stock Options Outstanding

Name                  Number of Shares of    Exercise Price     Expiration Date 
Common Stock                        

Donald M. Boone       35,000                 Cdn$4.25           August 6, 2006  
Michael C. Nasser     35,000                 Cdn$4.25           August 6, 2006  

 WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form SB-2 in connection  
with the securities offered under this prospectus. As permitted by SEC rules,   
this prospectus does not include all of the information contained in this       
registration statement or in the exhibits to the registration statement. We are 
also registered under the Securities Exchange Act of 1934. We must file annual, 
quarterly and special reports, proxy statements and other information with the  
SEC. Our file number is File No. 0-19954. For further information you may read  
and copy documents at the public reference room of the SEC at 450 Fifth Street, 
NW, Washington, D.C. 20549 and at the regional offices of the SEC at 7 World    
Trade Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500  
West Madison Street, Suite 1400, Chicago, Illinois 60661. The SEC charges a fee 
for copies. You may call the Commission at 1-800-SEC-0330 for further           
information. The registration statement is also available electronically        

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on the World Wide Web at http:www.sec.gov. You can also call or write us at any 
time with any questions you may have.                                           

INCOME TAX MATTERS

Since Canadian and U.S. tax laws differ, we urge everyone reading this to       
consult their own income tax advisors with respect to U.S. and Canadian federal 
income tax consequences which may result from an investment in the Common Stock.

 LEGAL PROCEEDINGS

We are not a party to or aware of any existing, pending or threatened lawsuits  
or other legal actions.                                                         

This offer and sale of our common stock will not conflict or breach our charter,
by-laws loan agreements, or any orders or regulations that apply to us or any of
our subsidiaries by any court, regulatory body, administrative agency,          
governmental body or arbitrator having jurisdiction over us or any of our       
subsidiaries.                                                                   

 LEGAL MATTERS

Certain legal matters as to the laws of the United States in connection with    
this Offering will be passed upon for the Company by Charles A. Cleveland, P.S.,
Attorney at Law, Suite 304, Rock Pointe Corporate Center, North 1212 Washington,
Spokane, Washington, 99201-2401. Mr. Cleveland will receive a cash fee together 
with options to acquire 10,000 shares of common stock, at an exercise price of  
$6.00 per share. Issues as to the laws of Canada and British Columbia in        
connection with this Offering will be passed upon for the Company by Richards   
Buell Sutton, Suite 300, 11 Melville Street, Vancouver, British, Columbia, V4A  
3E9.                                                                            

 EXPERTS

Our financial statements as of the period ended May 31, 2001, included in this  
prospectus and in the registration statement, have been so included in reliance 
upon the reports of Davidson & Company, independent chartered public accountant,
included in this prospectus, and upon the authority of said firm as experts in  
accounting and auditing.                                                        

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FINANCIAL STATEMENTS

The following are our financial statements, with independent auditor's report,  
for the prior two fiscal years and the nine month periods ended May 31, 2001 and
2000.                                                                           

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 JEWETT-CAMERON TRADING COMPANY LTD.

 CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)

MAY 31, 2001

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JEWETT-CAMERON TRADING COMPANY LTD.                                                            
CONSOLIDATED BALANCE SHEETS                                                                    
(Expressed in U.S. dollars)                                                                    
(Unaudited - Prepared by Management)                                                           

===============================================================================================

                                                                     May 31,        August 31, 
                                                                      2001            2000     
---------------------------------------------------------------- -------------   --------------
                                                                                               

ASSETS                                                                                         

Current                                                                                        
    Cash and cash equivalents                                    $     154,116   $     208,277 
    Accounts receivable                                              3,779,576       2,541,387 
    Inventory                                                        3,016,343       2,622,575 
    Prepaid expenses                                                    96,553          24,247 
                                                                 -------------   ------------- 

    Total current assets                                             7,046,588       5,396,486 

Capital assets (Note 3)                                              2,812,528       1,343,929 

Deferred income taxes (Note 4)                                         122,200         122,200 

Deposits                                                                74,745          74,745 
                                                                 -------------   ------------- 

                                                                 $  10,056,061   $   6,937,360 
================================================================ =============   ============= 

Continued.....                                                                                 

The accompanying notes are an integral part of these consolidated financial                    
statements.                                                                                    

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JEWETT-CAMERON TRADING COMPANY LTD.                                                            
CONSOLIDATED BALANCE SHEETS                                                                    
(Expressed in U.S. dollars)                                                                    
(Unaudited - Prepared by Management)                                                           

============================================================================================== 

Cont'd.....                                                                                    

LIABILITIES AND STOCKHOLDERS' EQUITY                                                           

Current                                                                                        
    Bank indebtedness (Note 5)                                   $   2,483,517   $          -  
    Accounts payable and accrued liabilities                         1,141,262         787,128 
                                                                 -------------   ------------- 

    Total current liabilities                                        3,624,779         787,128 
                                                                 -------------   ------------- 

Stockholders' equity                                                                           
    Capital stock                                                                              
       Authorized                                                                              
          20,000,000  common shares, without par value                                         
          10,000,000  preferred shares, without par value                                      

       Issued                                                                                  
          1,074,162  common shares (August 31, 2000 - 1,074,162)     1,795,157       1,795,157 

    Additional paid-in capital                                         582,247         582,247 
    Retained earnings                                                4,523,038       4,105,470 
                                                                 -------------   ------------- 

                                                                     6,900,442       6,482,874 
    Less:  Treasury stock - 96,000 common shares                                               
                           (August 31, 2000 - 65,500)                 (469,160)       (332,642)
                                                                 -------------   ------------- 

                                                                     6,431,282       6,150,232 

                                                                 $  10,056,061   $   6,937,360 
================================================================ =============   ============= 

Contingent liabilities and commitments (Note 9)                                 

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                                                                           
CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                         
(Expressed in U.S. dollars)                                                                                                   
(Unaudited - Prepared by Management)                                                                                          

=========================================================== ================ =============== ================ ================

                                                                Three Month      Three Month      Nine Month       Nine Month 
                                                               Period Ended     Period Ended    Period Ended     Period Ended 
                                                                    May 31,          May 31,         May 31,          May 31, 
                                                                       2001            2000             2001             2000 
----------------------------------------------------------- ---------------- --------------- ---------------- ----------------
                                                                                                                              

SALES                                                       $     7,572,756  $   10,299,697  $    15,838,071  $    17,435,133 

COST OF SALES                                                     6,393,014       9,054,795       13,052,490       14,917,098 
                                                            ---------------  --------------  ---------------  --------------- 

GROSS PROFIT                                                      1,179,742       1,244,902        2,785,581        2,518,035 

GENERAL AND ADMINISTRATIVE                                                                                                    
EXPENSES - Schedule                                                 865,425         665,001        2,245,479        1,688,143 

Foreign exchange gain (loss)                                         11,764         (10,760)         (22,119)         (40,052)
                                                            ---------------  --------------  ---------------  --------------- 

Income from operations                                              326,081         569,141          517,983          789,840 
                                                            ---------------  --------------  ---------------  --------------- 

OTHER ITEMS                                                                                                                   
    Loss on disposal of capital assets                                   -          (11,528)              -           (53,110)
    Interest and other income                                        14,154             789           19,574           17,226 
    Interest expense                                                (54,126)        (55,709)        (106,989)         (73,503)
                                                            ---------------  --------------  ---------------  --------------- 

                                                                    (39,972)        (66,448)         (87,415)        (109,387)
                                                            ---------------  --------------  ---------------  --------------- 

Income before income taxes                                          286,109         502,693          430,568          680,453 

Income tax (expense) recovery                                            -         (249,000)         (13,000)        (309,000)
                                                            ---------------  --------------  ---------------  --------------- 

Net income for the period                                   $       286,109  $      253,693  $       417,568  $       371,453 
=========================================================== ================ =============== ================ ================

Basic earnings per share                                    $         0.29   $         0.24  $         0.42   $         0.36  
=========================================================== ================ =============== ================ ================

Diluted earnings per share                                  $         0.28   $         0.23  $         0.40   $         0.35  
=========================================================== ================ =============== ================ ================

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                                                       
CONSOLIDATED SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES                                             
(Expressed in U.S. dollars)                                                                               
(Unaudited - Prepared by Management)                                                                      

======================================= ================ =============== ================ ================

                                            Three Month      Three Month      Nine Month       Nine Month 
                                           Period Ended     Period Ended    Period Ended     Period Ended 
                                                May 31,          May 31,         May 31,          May 31, 
                                                   2001            2000             2001             2000 
--------------------------------------- ---------------- --------------- ---------------- ----------------
                                                                                                          

Bad debt (recovery)                     $       (28,266) $       39,558  $       (61,579) $          (442)

Consulting                                          487              -             1,732               -  

Depreciation and amortization                    66,361          30,967          160,370           90,283 

Insurance                                        35,731          15,563           87,993           40,001 

Office and miscellaneous                         59,653          59,932          179,522          168,664 

Professional fees                                17,371          28,763           72,120          106,482 

Repairs and maintenance                           8,257          13,840           28,487           37,201 

Telephone and utilities                          30,185          20,793           76,117           61,685 

Travel, entertainment and advertising            49,235          34,457          130,304          111,204 

Warehouse expenses and supplies                  60,866          38,451          148,513           80,165 

Wages and employee benefits                     565,545         382,677        1,421,900          992,900 
                                        ---------------  --------------  ---------------  --------------- 

                                        $       865,425  $      665,001  $     2,245,479  $     1,688,143 
======================================= ================ =============== ================ ================

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                                                                           
CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                         
(Expressed in U.S. dollars)                                                                                                   
(Unaudited - Prepared by Management)                                                                                          

=========================================================== ================ =============== ================ ================

                                                                Three Month      Three Month      Nine Month       Nine Month 
                                                               Period Ended     Period Ended    Period Ended     Period Ended 
                                                                    May 31,          May 31,         May 31,          May 31, 
                                                                       2001            2000             2001             2000 
----------------------------------------------------------- ---------------- --------------- ---------------- ----------------
                                                                                                                              

CASH FLOWS FROM OPERATING ACTIVITIES                                                                                          
 Net income                                                 $       286,109  $      253,693  $       417,568  $       371,453 
 Items not involving an outlay of cash:                                                                                       
    Depreciation and amortization                                    66,361          30,967          160,370           90,283 
    Loss on disposal of capital assets                                   -           11,528               -            53,110 

 Changes in non-cash working capital items:                                                                                   
    Increase in accounts receivable                              (1,176,779)     (1,532,610)      (1,238,189)        (543,141)
    (Increase) decrease in inventory                              1,697,519       1,270,741         (393,768)      (1,131,560)
    (Increase) decrease in prepaid expenses                          50,375          37,077          (72,306)         (34,929)
    Increase (decrease) in bank indebtedness                       (688,207)       (207,826)       2,483,517        1,912,168 
    Increase (decrease) in accounts payable                                                                                   
      and accrued liabilities                                      (226,804)        532,588          354,134         (146,022)
                                                            ---------------  --------------  ---------------  --------------- 

 Net cash provided by operating activities                            8,574         396,158        1,711,326          571,362 
                                                            ---------------  --------------  ---------------  --------------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                                                                          
 Treasury shares acquired                                           (11,341)        (93,967)        (136,518)        (373,800)
 Purchase of capital assets                                         (34,254)         (8,913)      (1,628,969)         (32,319)
 Deposits                                                                -             (400)              -              (400)
                                                            ---------------  --------------  ---------------  --------------- 

 Net cash used in investing activities                              (45,595)       (103,280)      (1,765,487)        (406,519)
                                                            ---------------  --------------  ---------------  --------------- 

Change in cash and cash equivalents                                 (37,021)        292,878          (54,161)         164,843 

Cash and cash equivalents, beginning of period                      191,137          95,914          208,277          223,949 
                                                            ---------------  --------------  ---------------  --------------- 

Cash and cash equivalents, end of period                    $       154,116  $      388,792  $       154,116  $       388,792 
=========================================================== ================ =============== ================ ================

Supplemental disclosure with respect to cash flows (Note 10)                    

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                                                                           
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                               
(Expressed in U.S. Dollars)                                                                                                   
(Unaudited - Prepared by Management)                                                                                          

=================================== ========================= ========================== =========== ============ ============

                                          Common Stock             Treasury Shares                                            
                                    ------------------------- --------------------------  Additional                          
                                        Number                    Number                   Paid-In     Retained               
                                      of Shares       Amount    of Shares        Amount    Capital     Earnings       Total   
----------------------------------- ------------ ------------ ------------ ------------- ----------- ------------ ------------
                                                                                                                              

Balance, August 31, 1999              1,157,162  $ 1,932,097       61,900  $   319,399   $  582,247  $ 3,789,134  $ 5,984,079 

Net income for the year                      -            -            -            -            -       608,679      608,679 
Shares cancelled                        (83,000)    (136,940)          -            -            -            -      (136,940)
Treasury shares acquired                     -            -        86,600      442,526           -            -      (442,526)
Treasury shares cancelled                    -            -       (83,000)    (429,283)          -            -       429,283 
Premium relating to cancellation                                                                                              
    of share capital                         -            -            -            -            -      (292,343)    (292,343)
                                    -----------  -----------  -----------  -----------   ----------  -----------  ----------- 

Balance, August 31, 2000              1,074,162    1,795,157       65,500      332,642      582,247    4,105,470    6,150,232 

Net income for the period                    -            -            -            -            -       417,568      417,568 
Treasury shares acquired                     -            -        30,500      136,518           -            -      (136,518)
                                    -----------  -----------  -----------  -----------   ----------  -----------  ----------- 

Balance, May 31, 2001                 1,074,162  $ 1,795,157       96,000  $   469,160   $  582,247  $ 4,523,038  $ 6,431,282 
=================================== ============ ============ ============ ============= =========== ============ ============

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

1.       BUSINESS COMBINATION AND ACQUISITION                                   

        The Company was incorporated under the Company Act of British Columbia
on July 8, 1987.                                              

      During the period, the Company acquired all of the assets, including
      land, buildings and equipment of Agrobiotech Inc. (Hillsborough) for
total proceeds of $1,530,762.                                 

The cost of the acquisition was allocated as follows:         

   Land                                $       456,713
   Buildings                                   782,781
   Warehouse equipment                         285,768
   Office equipment                              5,500
                                       ---------------

                                       $     1,530,762
                                       ===============

         The Company and its subsidiaries operate as a distributor of lumber and
         other building products, as a distributor of industrial tools, and as a
retailer of building materials.                               

         Following the acquisition, the Company incorporated Jewett-Cameron Seed
Co. under the laws of Oregon, U.S.A. on October 31, 2000. This
         subsidiary operates as a processor and distributor of agricultural seed
products.                                                     

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Generally accepted accounting principles                      

       In the opinion of management, the accompanying consolidated financial
         statements contain all adjustments necessary (consisting only of normal
 recurring accruals) to present fairly the financial information
    contained therein. These statements do not include all disclosures
         required by generally accepted accounting principles and should be read
         in conjunction with the audited financial statements of the Company for
   the year ended August 31, 2000. The results of operations for the
         period ended May 31, 2001 are not necessarily indicative of the results
to be expected for the year ending August 31, 2001.           

Principles of consolidation                                   

     These consolidated financial statements include the accounts of the
      Company and its wholly-owned subsidiaries, The Jewett-Cameron Lumber
         Corporation, MSI-Pro Co., and Jewett-Cameron Seed Co., all of which are
        incorporated under the laws of Oregon, U.S.A. and Jewett-Cameron South
Pacific Ltd., which is incorporated under the laws of Tonga.  

Significant inter-company balances and transactions have been 
eliminated upon consolidation.                                

Estimates                                                     

      The preparation of financial statements in conformity with generally
      accepted accounting principles required management to make estimates
and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
       date of the financial statements and the reported amounts of revenues
       and expenses during the reporting period. Actual results could differ
from those estimates.                                         

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)               

Revenue recognition                                           

  The Company recognizes revenue from the sales of building supply
         products, tools and processed agricultural seeds, when the products are
shipped and the ultimate collection is reasonably assured.    

Currency                                                      

 These financial statements are expressed in U.S. dollars as the
    Company's operations are based predominantly in the United States.

Cash and cash equivalents                                     

  Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.                  

Inventory                                                     

     Inventory is recorded at the lower of cost and net realizable value
based on the average cost method.                             

Capital assets and depreciation                               

  Capital assets are recorded at cost and the Company provides for
       depreciation over the estimated life of each asset on a straight-line
basis over the following periods:                             

Office equipment                             5-7 years      
Warehouse equipment                          2-10 years     
Buildings                                    5- 30 years    

Foreign exchange                                              

Financial statements of the Company's foreign subsidiaries are
       translated whereby all monetary assets and liabilities are translated
        at the rate of exchange at the balance sheet date. Non-monetary assets
    and liabilities are translated at exchange rates prevailing at the
     transaction date. Income and expenses are translated at rates which
    approximate those in effect on transaction dates. Gains and losses
  arising from restatement of foreign currency monetary assets and
liabilities at each period end are included in earnings.      

Comparative figures                                           

        Certain comparative figures have been reclassified to conform with the
presentation adopted for the current period.                  

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)               

Financial instruments                                         

The Company's financial instruments consist of cash and cash  
   equivalents, accounts receivable, deposits, bank indebtedness and
         accounts payable and accrued liabilities. Unless otherwise noted, it is
     management's opinion that the Company is not exposed to significant
 interest, currency or credit risks arising from these financial
        instruments. The fair value of these financial instruments approximate
their carrying values, unless otherwise noted.                

Earnings per share                                            

   In February 1997, the Financial Accounting Standards Board issued
    Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
    share are to be presented. Basic earnings per share is computed by
  dividing income available to common shareholders by the weighted
    average number of common shares outstanding in the period. Diluted
       earnings per share takes into consideration common shares outstanding
    (computed under basic earnings per share) and potentially dilutive
common shares.                                                

        The earnings per share data for the periods ended May 31 is summarized
as follows:                                                   

                                                        [Enlarge/Download Table]

================================================ =============== ================ ================ ===============

                                                    Three Month      Three Month       Nine Month      Nine Month 
                                                   Period Ended     Period Ended     Period Ended    Period Ended 
                                                        May 31,          May 31,          May 31,         May 31, 
                                                           2001             2000             2001            2000 
------------------------------------------------ --------------- ---------------- ---------------- ---------------
                                                                                                                  
Net income                                       $      286,109  $       253,693  $       417,568  $      371,453 
                                                 ==============  ===============  ===============  ============== 

Basic earnings per share weighted                                                                                 
    average number of shares outstanding                998,506        1,042,362          998,506       1,042,362 
Effect of dilutive securities                                                                                     
    Stock options                                        33,673           28,880           33,673          28,880 
                                                 --------------  ---------------  ---------------  -------------- 

Diluted earnings per share weighted                                                                               
    average number of shares outstanding              1,032,179        1,071,242        1,032,179       1,071,242 
================================================ =============== ================ ================ ===============

Employee stock option plan                                    

   The Company accounts for its employee stock option plan using the
intrinsic value method.                                       

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)               

Accounting for derivative instruments and hedging activities  

      In September 1998, the Financial Accounting Standards Board ("FASB")
        issued Statement of Financial Accounting Standards No. 133 "Accounting
       for Derivative Instruments and Hedging Activities" ("SFAS 133") which
establishes accounting and reporting standards for derivative 
       instruments and for hedging activities. SFAS 133 is effective for all
        fiscal quarters of fiscal years beginning after June 15, 1999. In June
        1999, the FASB issued SFAS 137 to defer the effective date of SFAS 133
      to fiscal quarters of fiscal years beginning after June 15, 2000. In
        June 2000, the FASB issued Statement of Financial Accounting Standards
       No. 138 which is a significant amendment to SFAS 133. The adoption by
   the Company of these standards is not expected to have a material
impact on its financial statements.                           

Post retirement benefits                                      

     Post retirement benefits are accounted for on an accrual basis. Any
      difference between net periodic post retirement benefit cost charged
         against income and the amount actually funded is recorded as an accrued
      or prepaid cost. This policy is consistent with Financial Accounting
       Standards No. 106, "Employers Accounting for Post Retirement Benefits
Other than Pensions".                                         

3.       CAPITAL ASSETS                                                         

        ====================================== =============== ===============

                                                     May 31,      August 31,
                                                        2001            2000
        -------------------------------------- --------------- ---------------

      Office equipment                       $     198,736   $     185,422
      Warehouse equipment                          583,451         221,568
      Buildings                                  2,310,074       1,288,340
      Land                                         607,713         375,593
                                             -------------   -------------

                                                 3,699,974       2,070,923
       Accumulated depreciation                    (887,446)       (726,994)
                                             -------------   -------------

      Net book value                         $   2,812,528   $   1,343,929
        ====================================== =============== ===============

      In the event that facts and circumstances indicate that the carrying
     amount of an asset may not be recoverable and an estimate of future
        undiscounted cash flows is less than the carrying amount of the asset,
  an impairment loss will be recognized. Management's estimates of
    revenues, operating expenses, and operating capital are subject to
        certain risks and uncertainties which may affect the recoverability of
  the Company's investments. Although management has made its best
       estimate of these factors based on current conditions, it is possible
    that changes could occur which could adversely affect management's
 estimate of the net cash flow expected to be generated from its
operations.                                                   

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

4.       DEFERRED INCOME TAXES                                                  

       Deferred income taxes of $122,200 (August 31, 2000 - $122,200) relate
  principally to timing differences between the accounting and tax
treatment of income, expenses, reserves and depreciation.     

5.       BANK INDEBTEDNESS                                                      

        ====================================== =============== ===============

                                                     May 31,      August 31,
                                                        2001            2000
        -------------------------------------- --------------- ---------------

     Demand loan                            $   2,483,517   $          -
        ====================================== =============== ===============

The bank indebtedness is secured by an assignment of accounts 
         receivable and inventory. Interest is calculated at either prime or the
libor rate plus 225 basis points.                             

6.       STOCK OPTIONS                                                          

         Stock options to purchase securities from the Company can be granted to
directors and employees of the Company on terms and conditions
         acceptable to the regulatory authorities of Canada, notably the Toronto
Stock Exchange ("TSE") and the Ontario Securities Commission. 

    Under the stock option program, stock options for up to 10% of the
         number of issued and outstanding common shares may be granted from time
      to time, provided that stock options in favour of any one individual
         may not exceed 5% of the issued and outstanding common shares. No stock
      option granted under the stock option program is transferable by the
      optionee other than by will or the laws of descent and distribution,
 and each stock option is exercisable during the lifetime of the
optionee only by such optionee.                               

         The exercise price of all stock options, granted under the stock option
      program, must be at least equal to the fair market value (subject to
  regulated discounts) of such common shares on the date of grant.

    At May 31, 2001, employee incentive stock options were outstanding
 enabling the holders to acquire the following number of shares:

============  ==============  ================                

Number        Exercise                                
of Shares        Price      Expiry Date                   
------------  --------------  ----------------                

70,000       Cdn$ 4.25   August 6, 2006             
============  ==============  ================                

7.       EMPLOYEE STOCK OWNERSHIP PLAN                                          

      The Company sponsored an employee stock ownership plan ("ESOP") that
        covers all U.S. employees who are employed by the Company on August 31
        of each year and who have at least one thousand hours with the Company
in the twelve months preceding that date. The ESOP grants to  
participants in the plan certain ownership rights in, but not 
       possession of, the common stock of the Company held by the Trustee of
         the Plan. Shares of common stock are allocated annually to participants
in the ESOP pursuant to a prescribed formula.                 

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

8.       STOCK BASED COMPENSATION EXPENSE                                       

      Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation", encourages but does not require companies to
         record compensation cost for stock-based employee compensation plans at
fair value. The Company has chosen to account for stock-based 
compensation using Accounting Principles Board Opinion No. 25,
       "Accounting for Stock Issued to Employees". Accordingly, compensation
     cost for stock options is measured as the excess, if any, of quoted
   market price of the Company's stock at the date of grant over the
        option price. No stock based compensation has resulted from the use of
this standard.                                                

       No new stock options were granted during the fiscal periods ended May
31, 2001 and 2000.                                            

        Following is a summary of the status of the plan during 2001 and 2000:

         =======================================================================

                                                                      Weighted
                                                                       Average
                                                            Number    Exercise
                                                         of Shares       Price
         ------------------------------------------------ ---------- -----------

        Outstanding at August 31, 1999                      82,000  Cdn$  4.34

Granted                                             - 
Forfeited                                           - 
Exercised                                           - 
                                            --------

        Outstanding at May 31, 2000 and August 31, 2000     82,000  Cdn$  4.34

Granted                                             - 
            Forfeited                                      (12,000) Cdn$  4.34
Exercised                                           - 
                                            --------

        Outstanding at May 31, 2001                         70,000  Cdn$  4.25
         ================================================ ========== ===========

        Following is a summary of the status of options outstanding at May 31,
2001:                                                         

         =======================================================================

                Outstanding Options            Exercisable Options
            -------------------------------    ---------------------

Weighted            
                        Average  Weighted                 Weighted
                      Remaining   Average                  Average
                    Contractual  Exercise                 Exercise
Exercise Price     Number         Life     Price      Number        Price       
----------------- -------- ------------ ---------    -------- ------------      

Cdn$4.25           70,000        5.25   Cdn$ 4.25     70,000   Cdn$ 4.25        
================= ======== ============ =========    ======== ============      

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

9.       CONTINGENT LIABILITIES AND COMMITMENTS                                 

       a)  The Company established an Employee Stock Ownership Plan, whereby
            the employees may earn shares of the Company using a formula based
            on years of service. The establishment of the plan resulted in the
         Company forming a trust, which acquired from the Company 90,000
             shares at a deemed price of Cdn$5.00 per share. As at May 31, 2001,
         129,200 of these shares were earned by the employees under this
plan but remain in the trust (Note 7).                

       b)  At May 31, 2001, the Company had an un-utilized line-of-credit of
approximately $3,500,000.                             

10.      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                     

         ======================================= =============== ===============

                                                       May 31,         May 31,
                                                          2001            2000
         --------------------------------------- --------------- ---------------

Cash paid during the period for:                              
           Interest                            $     106,989   $      77,503
           Income taxes                                   -          577,857
         ======================================= =============== ===============

    There were no significant non-cash transactions for the nine month
period ended May 31, 2001.                                    

       Significant non-cash transactions for the nine month period ended May
31, 2000:                                                     

             The Company cancelled 83,000 treasury shares repurchased at a price
         of $429,283 which had an original cost $136,940. The difference
      between the original cost and purchase price of $292,343 was
        applied against retained earnings as a premium relating to the
cancellation of share capital.                        

11.      SEGMENTED INFORMATION                                                  

       The Company's operations are classified into three principle industry
         segments: (sales of) building materials and (sales of) industrial tools
and (sales of) processed agricultural seeds.                  

       Sales of building materials consists of wholesale sales of lumber and
      building materials in the United States and retail sales of building
        materials in Tonga. Sales of industrial tools consists of distribution
    of pneumatic air tools and industrial clamps in the United States.
         Sales of seeds consists of distribution of processed agricultural seeds
in the United States.                                         

      In computing income from operations by industry segment, unallocable
  general and administrative expenses have been excluded from each
       segments' pre-tax operating earnings before interest expense and have
been included in general corporate and other operations.      

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

11.      SEGMENTED INFORMATION (cont'd.....)                                    

    Following is a summary of segmented information for the nine month
periods ended May 31, 2001 and 2000:                                            

       =====================================================================

                                                      May 31,          May 31,
                                                         2001             2000
         -------------------------------------- --------------- ----------------
Sales to unaffiliated customers:                              
Building Materials:                                   
              United States                   $   13,958,483  $   16,581,802
              South Pacific                               -           45,602
           Industrial tools                          716,219         807,729
          Seeds                                   1,163,369              -
                                             --------------  -------------

                                              $   15,838,071  $   17,435,133
                                                =============== ================
Income from operations:                                       
Building Materials:                                   
              United States                   $      602,530  $      878,108
               South Pacific                          (31,247)       (133,369)
           Industrial tools                           60,405         121,301
          Seeds                                     (32,538)             -
            General corporate                         (81,167)        (76,200)
                                              --------------  --------------

                                              $      517,983  $      789,840
                                                =============== ================
Identifiable assets:                                          
Building Materials:                                   
              United States                   $    9,468,694  $    8,584,550
              South Pacific                               -          250,280
           Industrial tools                          119,922         126,919
          Seeds                                     348,330              -
           General corporate                         119,115         115,651
                                              --------------  --------------

                                              $   10,056,061  $    9,077,400
                                                =============== ================
Depreciation and amortization:                                
Building Materials:                                   
              United States                   $      132,112  $       87,743
              South Pacific                               -            1,716
           Industrial tools                              650             824
          Seeds                                      27,608              -
                                             --------------  -------------

                                              $      160,370  $       90,283
                                                =============== ================
Capital expenditures:                                         
Building Materials:                                   
              United States                   $       69,453  $       32,319
             South Pacific                               -               -
          Seeds                                   1,559,516              -
                                             --------------  -------------

                                              $    1,628,969  $       32,319
         ====================================== =============== ================

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. dollars)                                                     
(Unaudited - Prepared by Management)                                            
MAY 31, 2001                                                                    

12.      CONCENTRATIONS OF CREDIT RISK                                          

Financial instruments which potentially subject the Company to
   concentrations of credit risk consist primarily of cash and trade
        receivables. As of May 31, 2001 and August 31, 2000, substantially all
   of the Company's cash, including amounts representing outstanding
    cheques, are deposited with U.S. Bank and U.S. Bancorp Securities.
     During the normal course of business, the Company extends credit to
     customers conducting business in the home improvement and wholesale
seed industries.                                              

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DAVIDSON & COMPANY      Chartered Accountants                                   
A Partnership of Incorporated Professionals                                     

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of                                            
Jewett-Cameron Trading Company Ltd.                                             

We have audited the consolidated balance sheets of Jewett-Cameron Trading       
Company Ltd. as at August 31, 2000 and 1999 and the consolidated statements of  
operations, general and administrative expenses, stockholders' equity and cash  
flows for the years ended August 31, 2000, 1999 and 1998. These financial       
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and       
perform an audit to obtain reasonable assurance about whether the financial     
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audits provide a          
reasonable basis for our opinion.                                               

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of the    
Company as at August 31, 2000 and 1999 and the results of its operations and    
cash flows for the years ended August 31, 2000, 1999 and 1998, expressed in U.S.
dollars, in accordance with generally accepted accounting principles in the     
United States. As required by the Company Act of British Columbia we report     
that, in our opinion, these principles have been applied on a consistent basis. 

                                                          "DAVIDSON & COMPANY"

Vancouver, Canada                                         Chartered Accountants 

October 19, 2000                                                                

A Member of SC INTERNATIONAL

 Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
 Telephone (604) 687-0947 Fax (604) 687-6172

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JEWETT-CAMERON TRADING COMPANY LTD.                                             

                                                        [Enlarge/Download Table]

CONSOLIDATED BALANCE SHEETS                                                                             
(Expressed in U.S. Dollars)                                                                             
AS AT AUGUST 31                                                                                         

========================================================================= ============== ===============

                                                                                  2000            1999  
------------------------------------------------------------------------- -------------- ---------------

ASSETS                                                                                                  

                                                                                                        
Current                                                                                                 
    Cash and cash equivalents                                             $    208,277   $     223,949  
    Accounts receivable, net of allowance of $250,000 (1999 - $468,000)      2,541,387       2,492,312  
    Inventory                                                                2,622,575       2,666,835  
    Prepaid expenses                                                            24,247          28,543  
                                                                          ------------   -------------  

    Total current assets                                                     5,396,486       5,411,639  

Capital assets (Note 4)                                                      1,343,929       1,511,067  
Deferred income taxes (Note 5)                                                 122,200         217,200  
Deposits                                                                        74,745          74,345  
                                                                          ------------   -------------  

Total assets                                                              $  6,937,360   $   7,214,251  
========================================================================= ============== ===============

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                    

Current                                                                                                 
    Bank indebtedness (Note 6)                                            $         -    $      87,883  
    Accounts payable and accrued liabilities                                   787,128       1,142,289  
                                                                          ------------   -------------  

    Total current liabilities                                                  787,128       1,230,172  
                                                                          ------------   -------------  

Stockholders' equity                                                                                    
    Capital stock                                                                                       
       Authorized                                                                                       
            20,000,000  common shares, without par value                                                
            10,000,000  preferred shares, without par value                                             
       Issued                                                                                           
              1,074,162 common shares (1999 - 1,157,162)                     1,795,157       1,932,097  
    Additional paid-in capital                                                 582,247         582,247  
    Retained earnings                                                        4,105,470       3,789,134  
                                                                          ------------   -------------  

                                                                             6,482,874       6,303,478  
    Less:  Treasury stock - 65,500 common shares (1999 - 61,900)              (332,642)       (319,399) 
                                                                          ------------   -------------  

                                                                             6,150,232       5,984,079  

Total liabilities and stockholders' equity                                $  6,937,360   $   7,214,251  
========================================================================= ============== ===============

Contingent liabilities and commitments (Note 11)                                

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                             

                                                        [Enlarge/Download Table]

CONSOLIDATED STATEMENTS OF OPERATIONS                                                            
(Expressed in U.S. Dollars)                                                                      
YEAR ENDED AUGUST 31                                                                             

================================================= ================ =============== ============= 

                                                         2000            1999             1998   
------------------------------------------------- ---------------- --------------- ------------- 

                                                                                                 
SALES                                             $  24,494,186    $ 29,102,273    $  26,178,514 

COST OF SALES                                        20,627,814      24,814,249       22,786,956 
                                                  -------------    ------------    ------------- 

GROSS PROFIT                                          3,866,372       4,288,024        3,391,558 

General and administrative expenses - Schedule        2,465,394       2,895,790        2,663,420 

Amortization of deferred financing charges                   -               -            17,903 

Foreign exchange loss                                    55,357             532          127,373 

Loss on disposal of capital assets                           -           45,078               -  

Write-down of trademarks (Note 3)                            -          165,440               -  

Write-down of capital assets                             73,118              -                -  

Litigation settlement                                   150,000              -                -  
                                                  -------------    ------------    ------------- 

Income from operations                                1,122,503       1,181,184          582,862 
                                                  -------------    ------------    ------------- 

OTHER ITEMS                                                                                      
    Interest and other income                            28,640          37,026            2,885 
    Interest expense                                    (95,464)        (93,701)        (284,987)
                                                  -------------    ------------    ------------- 

                                                        (66,824)        (56,675)        (282,102)
                                                  -------------    ------------    ------------- 

Income before income taxes                            1,055,679       1,124,509          300,760 

Income taxes (Note 5)                                   447,000         532,000          209,727 
                                                  -------------    ------------    ------------- 

Net income for the year                           $     608,679    $    592,509    $      91,033 
================================================= =============    ============    ============= 

Basic earnings per share                          $        0.60    $       0.52    $        0.09 
================================================= =============    ============    ============= 

Diluted earnings per share                        $        0.58    $       0.51    $        0.08 
================================================= =============    ============    ============= 

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                             

                                                        [Enlarge/Download Table]

SCHEDULE OF CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES                             
(Expressed in U.S. Dollars)                                                              
YEAR ENDED AUGUST 31                                                                     

======================================= ================ =============== ================

                                                2000            1999             1998    
--------------------------------------- ---------------- --------------- ----------------

                                                                                         
Bad debt expense                        $        15,542  $      196,923  $       409,273 
Depreciation and amortization                   125,323         170,435          164,500 
Insurance                                        73,627          55,398           48,461 
Office and miscellaneous                        190,436         242,558          235,563 
Professional fees                               116,278         161,500          100,418 
Repairs and maintenance                          53,341          36,937           37,095 
Telephone and utilities                          78,158          90,320           83,956 
Travel, entertainment and advertising           152,459         167,929          146,748 
Wages and employee benefits                   1,557,038       1,689,362        1,354,750 
Warehouse expenses and supplies                 103,192          84,428           82,656 
                                        ---------------  --------------  --------------- 
                                        $     2,465,394  $    2,895,790  $     2,663,420 
======================================= ================ =============== ================

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                             

                                                        [Enlarge/Download Table]

CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                    
(Expressed in U.S. Dollars)                                                                                              
YEAR ENDED AUGUST 31                                                                                                     

======================================================================= ================ =============== ================

                                                                                   2000            1999             1998 
----------------------------------------------------------------------- ---------------- --------------- ----------------

                                                                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                     
    Net income for the year                                             $      608,679   $      592,509  $       91,033  
    Items not involving an outlay of cash:                                                                               
       Depreciation and amortization                                           125,323          170,435         164,500  
       Foreign exchange (gain) loss                                             55,357               -          (34,615) 
       Amortization of deferred financing charges                                   -                -           17,903  
       Deferred income taxes                                                    95,000          (14,000)       (176,000) 
       Loss on disposal of capital assets                                       73,118           45,078              -   
       Write-down of trademarks                                                     -           165,440              -   

    Changes in non-cash working capital items:                                                                           
       (Increase) decrease in accounts receivable                              (90,838)        (486,042)      1,103,358  
       Decrease in inventory                                                    44,260          381,968         987,797  
       Decrease in prepaid expenses                                              4,296           17,210          20,989  
       Decrease in bank indebtedness                                           (87,883)        (679,438)     (1,750,760) 
       Increase (decrease) in accounts payable and accrued liabilities        (355,161)         406,026         102,892  
       Decrease in promissory note                                                  -                -          (16,667) 
                                                                        --------------   --------------  --------------  

    Net cash provided by operating activities                                  472,151          599,186         510,430  
                                                                        --------------   --------------  --------------  

CASH FLOWS FROM FINANCING ACTIVITIES                                                                                     
    Capital stock issued                                                            -            11,044          86,252  
    Treasury shares acquired                                                  (442,526)        (336,123)       (154,096) 
    Debentures redeemed                                                             -                -         (544,985) 
                                                                        --------------   --------------  --------------  

    Net cash used in financing activities                                     (442,526)        (325,079)       (612,829) 
                                                                        --------------   --------------  --------------  

CASH FLOWS FROM INVESTING ACTIVITIES                                                                                     
    Deposits                                                                      (400)              -            9,600  
    Purchase of capital assets                                                 (44,897)        (112,411)        (61,658) 
    Proceeds on disposal of capital assets                                          -             9,324          11,708  
                                                                        --------------   --------------  --------------  

    Net cash used in investing activities                                      (45,297)        (103,087)        (40,350) 
                                                                        --------------   --------------  --------------  

Increase (decrease) in cash and cash equivalents                               (15,672)         171,020        (142,749) 

Cash and cash equivalents, beginning of year                                   223,949           52,929         195,678  
                                                                        --------------   --------------  --------------  

Cash and cash equivalents, end of year                                  $      208,277   $      223,949  $       52,929  
======================================================================= ================ =============== ================

Supplemental disclosures with respect to cash flows (Note 15)                   

The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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JEWETT-CAMERON TRADING COMPANY LTD.                                             

                                                        [Enlarge/Download Table]

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                                   
(Expressed in U.S. Dollars)                                                                                                       
YEAR ENDED AUGUST 31                                                                                                              

================================= =========  ===========  ========  ======== ========= ======= ========  ===========  =========== 

                                                                                    Employee Stock                                
                                        Common Stock         Treasury Shares     Ownership Plan Shares                            
                                                                                                           Additional             
                                    Number                  Number            Number             Paid-In     Retained             
                                  of Shares     Amount    of Shares  Amount  of Shares  Amount  Capital     Earnings     Total    
--------------------------------- ---------- ------------ --------- -------- --------- ------- -------- ------------ ------------ 

                                                                                                                                  
Balance, August 31, 1997          1,237,362  $ 2,029,527    76,400  $290,997       333 $16,667 $613,892  $ 3,357,650  $ 5,693,405 

Net income for the year                -            -         -         -         -       -        -          91,033       91,033 
Stock options exercised              24,000       69,585      -         -         -       -        -            -          69,585 
Shares cancelled                    (84,600)    (138,744)     -         -         -       -        -            -        (138,744)
Treasury shares acquired               -            -       28,800   154,096      -       -        -            -        (154,096)
Treasury shares cancelled              -            -      (84,600) (327,463)     -       -        -            -         327,463 
Employee plan shares released          -            -         -         -         (333)(16,667) (31,645)        -         (14,978)
Premium relating to cancellation                                                                                                  
     of share capital                  -            -         -         -         -       -        -        (157,019)    (157,019)
                                  ---------  -----------  --------  -------- --------- ------- --------  -----------  ----------- 

Balance, August 31, 1998          1,176,762    1,960,368    20,600   117,630      -       -     582,247    3,291,664    5,716,649 

Net income for the year                -            -         -         -         -       -        -         592,509      592,509 
Stock options exercised               4,000       11,044      -         -         -       -        -            -          11,044 
Shares cancelled                    (23,600)     (39,315)     -         -         -       -        -            -         (39,315)
Treasury shares acquired               -            -       64,900   336,123      -       -        -            -        (336,123)
Treasury shares cancelled              -            -      (23,600) (134,354)     -       -        -            -         134,354 
Premium relating to cancellation                                                                                                  
     of share capital                  -            -         -         -         -       -        -         (95,039)     (95,039)
                                  ---------  -----------  --------  -------- --------- ------- --------  -----------  ----------- 

Balance, August 31, 1999          1,157,162    1,932,097    61,900   319,399      -       -     582,247    3,789,134    5,984,079 

Net income for the year                  -            -         -         -       -       -        -         608,679      608,679 
Shares cancelled                    (83,000)    (136,940)       -         -       -       -        -            -        (136,940)
Treasury shares acquired                 -            -     86,600   442,526      -       -        -            -        (442,526)
Treasury shares cancelled                -            -    (83,000) (429,283)     -       -        -            -         429,283 
Premium relating to cancellation                                                                                                  
     of share capital                    -            -         -         -       -       -        -        (292,343)    (292,343)
                                  ---------  -----------  --------  -------- --------- ------- --------  -----------  ----------- 

Balance, August 31, 2000          1,074,162  $ 1,795,157    65,500  $332,642      -    $  -    $582,247  $ 4,105,470  $ 6,150,232 
================================= =========  ===========  ========  ======== ========= ======= ========  ===========  =========== 

The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

1.       NATURE OF OPERATIONS                                                   

        The Company was incorporated under the Company Act of British Columbia
on July 8, 1987.                                              

         The Company and its subsidiaries operate as a distributor of lumber and
         other building products, as a distributor of industrial tools, and as a
retailer of building materials.                               

2.       SIGNIFICANT ACCOUNTING POLICIES                                        

Generally accepted accounting principles                      

These consolidated financial statements have been prepared in 
        accordance with generally accepted accounting principles of the United
      States of America, which are not materially different from generally
     accepted accounting principles utilized in Canada. Information with
         respect to differences between generally accepted accounting principles
of Canada and the United States is provided in Note 9.        

Principles of consolidation                                   

     These consolidated financial statements include the accounts of the
      Company and its wholly-owned subsidiaries, The Jewett-Cameron Lumber
      Corporation and MSI-PRO Co., all of which are incorporated under the
        laws of Oregon, U.S.A. and Jewett-Cameron South Pacific Ltd., which is
incorporated under the laws of Tonga.                         

Significant inter-company balances and transactions have been 
eliminated upon consolidation.                                

Estimates                                                     

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
       date of the financial statements and the reported amounts of revenues
       and expenses during the reporting period. Actual results could differ
from those estimates.                                         

Revenue recognition                                           

  The Company recognizes revenue from the sales of building supply
    products and tools, when the products are shipped and the ultimate
collection is reasonably assured.                             

Currency                                                      

 These financial statements are expressed in U.S. dollars as the
        Company's operations are based predominately in the United States. Any
amounts expressed in Canadian dollars are indicated as such.  

Cash and cash equivalents                                     

  Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.                  

Inventory                                                     

     Inventory is recorded at the lower of cost and net realizable value
based on the average cost method.                             

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)                          

Capital assets and depreciation                               

  Capital assets are recorded at cost and the Company provides for
       depreciation over the estimated life of each asset on a straight-line
basis over the following periods:                             

Office equipment                             5-7 years
 Warehouse equipment                          2-10 years
Automotive equipment                         4 years  
 Buildings                                    5-30 years

Foreign exchange                                              

Financial statements of the Company's foreign subsidiaries are
      translated using the temporal method whereby all monetary assets and
         liabilities are translated at the rate of exchange at the balance sheet
      date. Non-monetary assets and liabilities are translated at exchange
   rates prevailing at the transaction date. Income and expenses are
      translated at rates which approximate those in effect on transaction
      dates. Gains and losses arising from restatement of foreign currency
    monetary assets and liabilities at each period end are included in
earnings.                                                     

Deferred financing charges                                    

         Deferred financing charges are amortized to income over the term of the
debt instrument to which they relate.                         

Trademarks                                                    

The Company accounts for costs of acquiring its trademarks by 
     capitalizing all costs of acquisition. These costs are amortized to
income over periods ranging from five to fifteen years.       

Loss per share                                                

   In February 1997, the Financial Accounting Standards Board issued
    Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
    share are to be presented. Basic earnings per share is computed by
  dividing income available to common shareholders by the weighted
    average number of common shares outstanding in the period. Diluted
       earnings per share takes into consideration common shares outstanding
    (computed under basic earnings per share) and potentially dilutive
common shares.                                                

                                                        [Enlarge/Download Table]

The earnings per share data for the years ended August 31 is summarized                          
as follows:                                                                                      

=================================================== =============== =============== =============

                                                          2000            1999            1998   
--------------------------------------------------- --------------- --------------- -------------

                                                                                                 
Net income for United States reporting purposes     $     608,679   $     592,509   $      91,033
                                                    =============   =============   =============

Basic earnings per share weighted average number                                                 
    of shares outstanding                               1,020,726       1,131,627       1,148,330
Effect of dilutive securities                                                                    
    Stock options                                          33,344          34,948          31,437
                                                    -------------   -------------   -------------

Diluted earnings per share weighted average number                                               
    of shares outstanding                               1,054,070       1,166,575       1,179,767
=================================================================== =============== =============

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)                          

Employee stock option plan                                    

   The Company accounts for its employee stock option plan using the
intrinsic value method.                                       

Post retirement benefits                                      

     Post retirement benefits are accounted for on an accrual basis. Any
      difference between net periodic post retirement benefit cost charged
         against income and the amount actually funded is recorded as an accrued
      or prepaid cost. This policy is consistent with Financial Accounting
       Standards No. 106, "Employers Accounting for Post Retirement Benefits
Other than Pensions".                                         

Financial instruments                                         

The Company's financial instruments consist of cash and cash  
  equivalents, accounts receivable, notes receivable, deposits and
         accounts payable and accrued liabilities. Unless otherwise noted, it is
     management's opinion that the Company is not exposed to significant
 interest, currency or credit risks arising from these financial
       instruments, other than those disclosed in Note 14, Concentrations of
        Credit Risk. The fair value of these financial instruments approximate
their carrying values, unless otherwise noted.                

Comparative figures                                           

        Certain comparative figures have been reclassified to conform with the
presentation adopted for the current year.                    

Accounting for derivative instruments and hedging activities  

    In September 1998, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 133 "Accounting for
   Derivative Instruments and Hedging Activities" ("SFAS 133") which
establishes accounting and reporting standards for derivative 
       instruments and for hedging activities. SFAS 133 is effective for all
        fiscal quarters of fiscal years beginning after June 15, 1999. In June
        1999, the FASB issued SFAS 137 to defer the effective date of SFAS 133
       to fiscal quarters of fiscal years beginning after June 15, 2000. The
       Company does not anticipate the adoption of the statement will have a
significant impact on its financial statements.               

3.       TRADEMARKS                                                             

        Trademarks were comprised of development costs and legal fees incurred
         in establishing and maintaining trademarks for the Company's industrial
         tools business. The trademark costs were being amortized to income over
periods ranging from five to fifteen years.                   

   ================================== ============== ===============

                                     2000           1999
   ---------------------------------- -------------- ---------------

 Trademarks                         $          -   $     283,914
  Accumulated amortization                      -        (118,474)
  Write-down of trademarks                      -        (165,440)
                                    -------------  -------------

Net book value                     $          -   $          -
   ================================== ============== ===============

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

4.        CAPITAL  ASSETS                                                       

  ================================= ============== =============

                                       2000           1999
  --------------------------------- -------------- -------------

  Office equipment                  $     185,422  $     210,652
  Warehouse equipment                     177,698        213,751
  Automotive equipment                     43,870         46,159
  Buildings                             1,288,340      1,410,058
  Land                                    375,593        365,522
                                    -------------  -------------

                                        2,070,923      2,246,142
   Accumulated depreciation               (726,994)      (735,075)
                                    -------------  -------------

  Net book value                    $   1,343,929  $   1,511,067
  ================================= ============== =============

      In the event that facts and circumstances indicate that the carrying
     amount of an asset may not be recoverable and an estimate of future
        undiscounted cash flows is less than the carrying amount of the asset,
  an impairment loss will be recognized. Management's estimates of
    revenues, operating expenses, and operating capital are subject to
        certain risks and uncertainties which may affect the recoverability of
  the Company's investments. Although management has made its best
       estimate of these factors based on current conditions, it is possible
    that changes could occur which could adversely affect management's
 estimate of the net cash flow expected to be generated from its
operations.                                                   

5.       INCOME TAXES                                                           

                                                        [Enlarge/Download Table]

A reconciliation of income tax expense at the statutory rate to income                               
tax expense at the Company's effective rate is as follows:                                           

a) For United States reporting purposes:                                                             

   =================================================== ============== =============== ===============

                                                                2000           1999            1998  
   --------------------------------------------------- -------------- --------------- ---------------

                                                                                                     
   Computed tax at the expected statutory rate         $     362,731  $     442,693   $     116,283  
   Tax reduction due to loss in subsidiary operations         85,206        107,702          97,210  
   Other differences                                            (937)       (18,395)         (3,766) 
                                                       -------------  -------------   -------------  

   Income tax expense - current                        $     447,000  $     532,000   $     209,727  
   =================================================== ============== =============== ===============

b) For Canadian reporting purposes:                                                                  

   =================================================== ============== =============== ===============

                                                                2000           1999            1998  

   --------------------------------------------------- -------------- --------------- ---------------

   Computed tax at the expected statutory rate         $     485,121  $     513,001   $     142,271  
   Foreign income taxed at different rates                   (46,697)       (91,008)        (87,372) 
   Tax reduction due to loss in subsidiary operations        114,276        124,807         119,268  
   Other differences                                        (105,700)       (14,800)         35,560  
                                                       -------------  -------------   -------------  

   Income tax expense - current                        $     447,000  $     532,000   $     209,727  
   =================================================== ============== =============== ===============

    Deferred income taxes of $122,200 (1999 $217,200; 1998 - $203,200)
         relate principally to timing differences between the accounting and tax
treatment of income, expenses, reserves and depreciation.     

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

6.       BANK INDEBTEDNESS                                                      

 ================================== ============== =============

                                       2000           1999
 ---------------------------------- -------------- -------------

 Demand loan                        $          -   $      87,883
 ================================== ============== =============

The bank indebtedness is secured by an assignment of accounts 
         receivable and inventory. Interest is calculated at either prime or the
libor rate plus 225 basis points.                             

7.       STOCK OPTIONS                                                          

         Stock options to purchase securities from the Company can be granted to
directors and employees of the Company on terms and conditions
         acceptable to the regulatory authorities of Canada, notably the Toronto
   Stock Exchange ("TSE"), the Ontario Securities Commission and the
   British Columbia Securities Commission. The Company has no formal
written stock option plan.                                    

    Under the stock option program, stock options for up to 10% of the
         number of issued and outstanding common shares may be granted from time
      to time, provided that stock options in favour of any one individual
         may not exceed 5% of the issued and outstanding common shares. No stock
      option granted under the stock option program is transferable by the
      optionee other than by will or the laws of descent and distribution,
 and each stock option is exercisable during the lifetime of the
optionee only by such optionee.                               

         The exercise price of all stock options, granted under the stock option
      program, must be at least equal to the fair market value (subject to
  regulated discounts) of such common shares on the date of grant.

       At August 31, 2000, employee incentive stock options were outstanding
 enabling the holders to acquire the following number of shares:

================  =============  =================            

Number Exercise                                             
of Shares          Price   Expiry Date            
----------------  -------------  -----------------            

12,000     Cdn$  8.25   December 31, 2000   
70,000     Cdn$  4.25   August 6, 2006      
================  =============  =================            

8.       EMPLOYEE STOCK OWNERSHIP PLAN                                          

      The Company sponsored an employee stock ownership plan ("ESOP") that
        covers all U.S. employees who are employed by the Company on August 31
        of each year and who have at least one thousand hours with the Company
in the twelve months preceding that date. The ESOP grants to  
participants in the plan certain ownership rights in, but not 
       possession of, the common stock of the Company held by the Trustee of
         the Plan. Shares of common stock are allocated annually to participants
       in the ESOP pursuant to a prescribed formula. The value of the shares
        released by the Trustee under the plan's provisions for allocation was
    recognized as an expense of $79,141 for 2000, $90,170 for 1999 and
$40,694 for 1998.                                             

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

9.       DIFFERENCES BETWEEN UNITED STATES AND CANADIAN GENERALLY ACCEPTED      
ACCOUNTING PRINCIPLES                                   

  These financial statements have been prepared in accordance with
       generally accepted accounting principles in the United States. Except
  as set out below, these financial statements also comply, in all
     material respects, with accounting principles generally accepted in
Canada.                                                       

Income taxes                                                  

       Under Canadian generally accepted accounting principles, income taxes
   are accounted for using the tax allocation method under which the
         income tax provision is based on reported net income. Full provision is
      made for income tax deferred to future years as a result of claiming
       allowances for income tax purposes which differ from amounts recorded
    in the financial statements. For United States reporting purposes,
       income taxes are accounted for using the liability method as required
       by "Accounting Standards No. 109, "Accounting for Income Taxes" which
   reflects the tax effect of differences between taxable income and
    income before income taxes based on future tax rates. Deferred tax
    liabilities or assets are adjusted for changes in tax rates in the
period such law is enacted.                                   

Foreign exchange                                              

  Under Canadian generally accepted accounting principles, foreign
    exchange gains or losses on foreign denominated long-term debt are
 deferred and amortized to income over the remaining term of the
     long-term debt. For United States reporting purposes, these foreign
 exchange gains or losses are taken into income in the year they
occurred.                                                     

        The impact of the above differences between Canadian and United States
       generally accepted accounting principles on income for the year would
be as follows:                                                

                                                        [Enlarge/Download Table]

====================================================== ================ =============== ================

                                                              2000            1999             1998     
------------------------------------------------------ ---------------- --------------- ----------------
                                                                                                        
Income before income taxes                             $     1,055,679  $     1,124,509 $      300,760  

Reconciling items                                                                                       
    Deferred foreign exchange gain                                  -                -         (34,615) 
    Amortization of deferred foreign exchange gain                  -                -          45,716  
                                                       ---------------  --------------- --------------  

Income before income taxes for Canadian reporting                                                       
    purposes                                                 1,055,679        1,124,509        311,861  

Income taxes (Note 6)                                         (447,000)        (532,000)      (209,727) 
                                                       ---------------  --------------- --------------  

Net income for Canadian reporting purposes             $       608,679  $       592,509 $      102,134  
                                                       ================ =============== ================

Earnings per share for Canadian reporting  purposes -                                                   
    basic                                              $         0.60   $         0.52  $         0.09  
                                                       ================ =============== ================

Earnings per share for Canadian reporting purposes -                                                    
    fully diluted                                      $         0.55   $         0.49  $         0.08  
====================================================== ================ =============== ================

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

10.      STOCK BASED COMPENSATION EXPENSE                                       

      Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation", encourages but does not require companies to
         record compensation cost for stock-based employee compensation plans at
fair value. The Company has chosen to account for stock-based 
compensation using Accounting Principles Board Opinion No. 25,
       "Accounting for Stock Issued to Employees". Accordingly, compensation
     cost for stock options is measured as the excess, if any, of quoted
   market price of the Company's stock at the date of grant over the
        option price. No stock based compensation has resulted from the use of
this prior standard.                                          

       No new stock options were granted during the fiscal year ended August
31, 2000.                                                     

        Following is a summary of the status of the plan during 2000, 1999 and
1998:                                                         

      ========================================= ============== ===========

                                                                Weighted
                                                                 Average
                                                  Number        Exercise
                                               of Shares           Price
      ----------------------------------------- ---------- ---------------

     Outstanding at August 31, 1997              104,000      Cdn$  4.38

Granted                                      -        
         Forfeited                                (6,000)     Cdn$  6.20
         Exercised                               (24,000)     Cdn$  4.25
                               ---------

     Outstanding at August 31, 1998               74,000      Cdn$  4.25

         Granted                                  12,000      Cdn$  8.25
Forfeited                                    -        
         Exercised                                (4,000)     Cdn$  4.25
                               ---------

     Outstanding at August 31, 1999 and 2000      82,000      Cdn$  4.84
      ========================================= ========== ===============

       Following is a summary of the status of options outstanding at August
31, 2000:                                                     

        ======================================================================

                            Outstanding Options          Exercisable Options
                        -------------------------------- ---------------------

Weighted
                                   Average    Weighted              Weighted
                                 Remaining     Average               Average
                               Contractual    Exercise              Exercise
       Exercise Price  Number         Life       Price  Number         Price
        --------------- ------- ------------ ----------- ------- -------------

      Cdn$8.25        12,000        0.33    Cdn$ 8.25  12,000    Cdn$ 8.25
      Cdn$4.25        70,000        5.93    Cdn$ 4.25  70,000    Cdn$ 4.25
        =============== ======= ============ =========== ======= =============

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

10.      STOCK BASED COMPENSATION EXPENSE (cont'd......)                        

Compensation                                                  

   The Company applies Accounting Principles Board Opinion No. 25 in
      accounting for its stock option plan. There was no compensation cost
incurred based on options granted in 2000, 1999 and 1998. Had 
       compensation cost been recognized on the basis of fair value pursuant
        to Statement of Financial Accounting Standards No. 123, net income and
earnings per share would have been adjusted as follows:       

                                                                [Download Table]

================================== ============== =============== ===============

                                            2000           1999            1998  
---------------------------------- -------------- --------------- ---------------

                                                                                 
Net income                                                                       
    As reported                    $     608,679  $     592,509   $      91,033  
                                   ============== =============== ===============

    Pro forma                      $     608,679  $     486,600   $      37,704  
                                   ============== =============== ===============

Basic earnings per share                                                         

Basic earnings per share                                                         
    As reported                    $        0.60  $        0.52   $        0.09  
                                   ============== =============== ===============

    Pro forma                      $        0.60  $        0.43   $        0.03  
================================== ============== =============== ===============

Diluted earnings per share                                                       

================================== ============== =============== ===============

                                            2000           1999            1998  
---------------------------------- -------------- --------------- ---------------

Diluted earnings per share                                                       

    As reported                    $         0.58 $         0.51  $        0.08  
                                   ============== =============== ===============

    Pro forma                      $         0.58 $         0.42  $        0.03  
================================== ============== =============== ===============

The fair value of each option granted is estimated using the Black               
Scholes Option Pricing Model. The assumptions used in calculating fair           
value are as follows:                                                            

================================== ============== =============== ===============

                                            2000            1999            1998 
---------------------------------- -------------- --------------- ---------------

Risk-free interest rate                    -              5.13%            -     
Expected life of the options               -            2 years            -     
Expected volatility                        -             39.85%            -     
Expected dividend yield                    -               -               -     
================================== ============== =============== ===============

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

11.      CONTINGENT LIABILITIES AND COMMITMENTS                                 

      a) The Company established an Employee Stock Ownership Plan, whereby
         the employees may earn up to 90,000 shares of the Company using a
        formula based on years of service. The establishment of the plan
        resulted in the Company forming a trust, which acquired from the
            Company 90,000 shares at a deemed price of Cdn$5.00 per share. As at
           August 31, 2000 and 1999, 90,000 of these shares were earned by the
   employees under this plan but remain in the trust (Note 8).

b) At August 31, 2000 and 1999, the Company had an un-utilized
  line-of-credit of approximately $4,500,000 and $6,400,000,
respectively.                                           

12.      REMUNERATION                                                           

 Aggregate remuneration to directors and officers, including the
  Company's five highest paid employees, totalled $496,921 (1999 -
$567,923; 1998 - $477,150).                                   

13.      SEGMENTED INFORMATION                                                  

     The Company's operations are classified into two principle industry
   segments: (sales of) building materials and (sales of) industrial
tools.                                                        

       Sales of building materials consists of wholesale sales of lumber and
      building materials in the United States and retail sales of building
        materials in Tonga. Sales of industrial tools consists of distribution
    of pneumatic air tools and industrial clamps in the United States.

      In computing income from operations by industry segment, unallocable
  general and administrative expenses have been excluded from each
       segment's pre-tax operating earnings before interest expense and have
been included in general corporate and other operations.      

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

13.      SEGMENTED INFORMATION (cont'd.....)                                    

                                                                [Download Table]

Following is a summary of segmented information for 2000, 1999, and                
1998.                                                                              
================================== ================ =============== ============== 

                                         2000            1999             1998     
---------------------------------- ---------------- --------------- -------------- 
                                                                                   
Sales to unaffiliated customers:                                                   
    Building Materials:                                                            
       United States               $   23,336,751   $   27,707,986  $   24,126,934 
       South Pacific                       45,602          316,757         831,405 
    Industrial tools                    1,111,833        1,077,530       1,220,175 
                                   --------------   --------------  -------------- 

                                   $   24,494,186   $   29,102,273  $   26,178,514 
                                   ================ =============== ============== 
Income from operations:                                                            
    Building Materials:                                                            
       United States               $    1,250,539   $    1,314,062  $      551,280 
       South Pacific                     (190,610)        (138,126)        (44,870)
    Industrial tools                      150,123          116,902         180,803 
    General corporate                     (87,549)        (111,654)       (104,351)
                                   --------------   --------------  -------------- 

                                   $    1,122,503   $    1,181,184  $      582,862 
                                   ================ =============== ============== 
Identifiable assets:                                                               
    Building Materials:                                                            
       United States               $    6,456,978   $    6,521,677  $    6,200,166 
       South Pacific                      247,907          464,719         770,225 
    Industrial tools                      116,753          117,549         125,132 
    General corporate                     115,722          110,306         124,710 
                                   --------------   --------------  -------------- 

                                   $    6,937,360   $    7,214,251  $    7,220,233 
                                   ================ =============== ============== 
Depreciation and amortization:                                                     
    Building Materials:                                                            
       United States               $      123,150   $      152,591  $      148,183 
       South Pacific                        2,173           16,250          14,634 
    Industrial tools                           -             1,594           1,683 
                                   --------------   --------------  -------------- 

                                   $      125,323   $      170,435  $      164,500 
                                   ================ =============== ============== 
Capital expenditures:                                                              
    Building Materials:                                                            
       United States               $       44,897   $      112,411  $       24,948 
       South Pacific                           -                -           36,710 
                                   --------------   --------------  -------------- 

                                   $       44,897   $      112,411  $       61,658 
================================== ================ =============== ============== 

       During 2000, the Company made sales to the following customers of the
       building material segments which were in excess of 10% of total sales
    for the year: Fred Meyer Inc. - $8,756,105, The Home Depot, Inc. -
$5,040,083, Lowes Companies - $3,782,656 and Homebase, Inc. - 
$3,215,835.                                                   

       During 1999, the Company made sales to the following customers of the
       building materials segment which were in excess of 10% of total sales
        for the year: Eagle Hardware & Garden - $9,846,757, Fred Meyer, Inc. -
$6,838,184 and The Home Depot, Inc. - $6,629,888.             

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JEWETT-CAMERON TRADING COMPANY LTD.                                             
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in U.S. Dollars)                                                     
AUGUST 31, 2000                                                                 

14.      CONCENTRATIONS OF CREDIT RISK                                          

Financial instruments which potentially subject the Company to
   concentrations of credit risk consist primarily of cash and trade
       receivables. As of August 31, 2000 and 1999, substantially all of the
         Company's cash, including amounts representing outstanding cheques, are
         deposited with U.S. Bank and U.S. Bancorp Securities. During the normal
        course of business, the Company extends credit to customers conducting
business in the home improvement industry.                    

15.      SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS                    

      ================================ ============ =========== ==========

                                         2000         1999        1998
      -------------------------------- ------------ ----------- ----------

Cash paid during the year for:                                
          Interest                     $   95,464   $   93,701  $  292,291
          Income taxes                    423,457      433,157     213,046
      ================================ ============ =========== ==========

Significant non-cash transaction in 2000:                     

           The Company cancelled 83,000 treasury shares repurchased at a price
           of $429,283, which had an original cost of $136,940. The difference
            between the original cost and purchase price of $292,343 was applied
          against retained earnings as a premium relating to cancellation of
share capital.                                          

Significant non-cash transaction in 1999:                     

           The Company cancelled 23,600 treasury shares repurchased at a price
          of $134,354, which had an original cost of $39,315. The difference
           between the original cost and purchase price of $95,039 was applied
           against retained earnings as a premium relating to the cancellation
of share capital.                                       

Significant non-cash transaction in 1998:                     

           The Company cancelled 84,600 treasury shares repurchased at a price
           of $327,463, which had an original cost of $138,744. The difference
   between the original cost and purchase price was applied to
      contributed surplus in the amount of $31,645 and the remaining
      balance of $157,019 was applied against retained earnings as a
premium relating to the cancellation of share capital.  

16.      SUBSEQUENT EVENT                                                       

 Subsequent to year end, the Company acquired all of the assets,
including land, buildings and equipment of Agrobiotech Inc.   
(Hillsborough) for total proceeds of $1,500,000.              

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DAVIDSON & COMPANY      Chartered Accountants                                 
A Partnership of Incorporated Professionals                                     

INDEPENDENT AUDITORS' REPORT

To the Shareholders of                                                          
Jewett-Cameron Trading Company Ltd.                                             

Our report on the consolidated financial statements of Jewett-Cameron Trading   
Company Ltd. is included in this Form 10-K. In connection with our examinations 
of such financial statements, we have also examined the related financial       
statement schedule listed in the index of this Form 10-K.                       

In our opinion, the financial statement schedule referred to above, when        
considered in relation to the basic financial statements taken as a whole,      
present fairly the information required to be included therein.                 

                                                      "DAVIDSON & COMPANY"

Vancouver, Canada                                        Chartered Accountants  

October 19, 2000                                                                

A Member of SC INTERNATIONAL

 Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
 Telephone (604) 687-0947 Fax (604) 687-6172

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JEWETT-CAMERON TRADING COMPANY LTD.                                             

                                                        [Enlarge/Download Table]

FINANCIAL STATEMENT SCHEDULE                                                                                                 
SCHEDULE II                                                                                                                  
AUGUST 31, 2000                                                                                                              

============================================== =============== =============== =============== =============== ==============

                                                               Additions       Deductions                                    
                                               Balance at      Charged to      Credited to     Deductions                    
                                               Beginning       Costs and       Costs and       from            Balance at    
                                               of Year         Expenses         Expenses       Reserves        End of Year   
---------------------------------------------- --------------- --------------- --------------- --------------- --------------

                                                                                                                             
1998                                                                                                                         

    Allowance deducted from related balance                                                                                  
    sheet account:                                                                                                           

       Accounts receivable                     $       20,000  $      400,000  $         -     $         -     $     420,000 
                                               =============== =============== =============== =============== ==============

1999                                                                                                                         

    Allowance deducted from related balance                                                                                  
    sheet account:                                                                                                           

       Accounts receivable                     $      420,000  $       48,000  $           -   $           -   $     468,000 
                                               =============== =============== =============== =============== ==============

2000                                                                                                                         

    Allowance deducted from related balance                                                                                  
    sheet account:                                                                                                           

       Accounts receivable                     $      468,000  $       57,306  $       45,000  $      230,306  $     250,000 
============================================== =============== =============== =============== =============== ==============

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No dealer, salesman or any other person has been authorized to give any         
information or to make any representations other than those contained in this   
Prospectus, and, if given or made, such information or representations must not 
be relied on as having been authorized by us. This Prospectus does not          
constitute an offer to sell or a solicitation of an offer to buy, by any person 
in any jurisdiction in which it is unlawful for such person to make such offer  
or solicitation. Neither the delivery of this Prospectus nor any offer,         
solicitation or sale made hereunder, shall under any circumstances create an    
implication that the information herein is correct as of any time subsequent to 
the date of the Prospectus.                                                     

Until _________, 2001, all dealers effecting transactions in the registered     
securities, whether or not participating in the distribution thereof, may be    
required to deliver a Prospectus. This is in addition to the obligation of      
dealers to deliver a Prospectus when acting as Underwriters and with respect to 
their unsold allotment or subscriptions.                                        

27    

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PART II                                                                         

Item 24.          Indemnification Of Officers And Directors                     

Our articles of Incorporation provide that, pursuant to British Columbia law,   
each director shall not be liable for monetary damages for breach of the        
directors' fiduciary duty as a director to the Company and its stockholders. In 
addition, our bylaws provide that we will indemnify our directors and officers  
and may indemnify our employees and other agents to the fullest extent permitted
by law.                                                                         

Our Articles of Incorporation provide that no officer or director will be       
personally liable to us or any stockholder for damages for breach of fiduciary  
duty as a director or officer, except for (1) acts or omissions that involve    
intentional misconduct, fraud or a knowing violation of law or (11) the payment 
of dividends in violation of the Corporation Law. If the Corporation Law is     
amended or interpreted to eliminate or limit further the personal liability of  
directors or officers, then the liability to the full extent then so permitted. 
There provisions in the Articles of Incorporation do not eliminate the fiduciary
duties of the directors and officers and, in appropriate circumstances,         
equitable remedies such as injunctive relief or other forms of non-monetary     
relief will remain available under Oregon law. In addition, these provisions do 
not affect responsibilities imposed under any other law, such as the federal    
securities laws or state or federal environmental laws.                         

Our Bylaws provide that we will indemnify our directors and officers and may    
indemnify our employees and other agents to the fullest extent permitted under  
the Corporation Law. We believe that indemnification under our Bylaws covers at 
least negligence and gross negligence by indemnified parties and permits us to  
advance litigation expenses in the case of stockholder derivative actions or    
other actions, against an undertaking by the indemnified party to repay such    
advances if it is ultimately determined that the indemnified party is not       
entitled to indemnification.                                                    

We believe that these provisions of the Articles of Incorporation and Bylaws and
the indemnification agreements are necessary to attract and retain qualified    
persons as directors and officers. Insofar as indemnification pursuant to the   
foregoing provisions against liabilities arising under the Securities Act of    
1933, as amended (the "Securities Act"), may be permitted to directors, officers
or persons controlling us, we have been informed that, in the opinion of the    
Securities and Exchange Commission (the "Commission"), such indemnification is  
against public policy as expressed in the Securities Act and is therefore       
unenforceable.                                                                  

In the event that a claim for indemnification against such liabilities (other   
than the payment by the small business issuer of expenses incurred or paid by a 
director, officer or controlling person of the small business issuer in the     
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of      
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the securities Act and will be governed by
the final adjudication of such issue.                                           

Item 25.  Other Expenses of Issuance and Distribution.                          

The following table sets forth the expenses in connection with this Registration
Statement. We will pay all expenses of the offering.                            

Securities and Exchange Commission Filing Fee        $    225                   
Printing Fees and Expenses                                                      
Legal Fees and Expenses                                $XXXXX                   
Accounting Fees and Expenses                            XXXXX                   
Blue Sky Fees and Expenses                                XXX                   
Transfer Agent's Fees                                    XXXX                   
Select Dealer's Fees                                    XXXXX                   
Miscellaneous Expenses                                   XXXX                   

28

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TOTAL                                               $ XXXXXX                  

* All expenses are estimated except the Commission filing fee.                  

Item 26.          Recent Sales of Unregistered Securities                       

Since August 1, 1999, the Company has not sold any securities.                  

Item 27.          Exhibits                                                      

3.1   Certificate of Incorporation. Previously filed on Form 10, SEC File Number
0-19954                                                             

3.2   By-Laws.                                                                  

4.1   Specimen Certificate of Common Stock. Previously filed on Form 10, SEC    
File Number 0-19954                                                 

4.2   Other Material Contracts. *                                               

4.3   Form of Subscription Agreement *                                          

4.4   Select Dealer's Agreement *                                               

5.1   Opinion of Counsel *                                                      

5.2   Opinion of Counsel *                                                      

23.1  Accountant's Consent to Use Opinion                                       

23.2  Counsel's Consent to Use Opinion  *                                       

23.3  Counsel's Consent to Use Opinion  *                                       

* To be filed via amendment                                                     

Item 28.          Undertakings                                                  

The Registrant undertakes:                                                      

(1) File, during any period in which we offer or sell securities, a post      
effective amendment to this registration statement to:                          

 (i)  Include any prospectus required by Section 10(a)(3) of the
Securities Act;                                                                 

       (ii) Reflect in the prospectus any facts or events which individually
or together, represent a fundamental change in the information in the           
registration statement. Notwithstanding the foregoing, any increase or decrease 
in volume of securities offered (if the total dollar value of the securities    
offered would not exceed that which was registered) and any deviation from the  
low or high end of the estimated maximum offering range may be reflected in the 
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the 
aggregate, the changes in volume and price represent no more than a 20 percent  
change in the maximum aggregate offering price set forth in the Calculation of  
Registration Fee table in the effective registration statement.                 

     (iii) Include any additional or changed material information on the
Plan of Distribution.                                                           

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     (3)  For determining liability under the Securities Act, treat each
           post-effective amendment as a new registration statement of the
          securities offered, and the offering of the securities at that
time to be the initial bona fide offering.          

         (4)  File a post-effective amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant      
certifies that it has reasonable grounds to believe that it meets all of the    
requirements of filing on Form SB-2 and authorized this registration statement  
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of North Plains, State of Oregon, on August 1, 2001.                       

                                           JEWETT-CAMERON TRADING COMPANY LTD.

                               By: /s/ Donald M. Boone
                                   ---------------------
                             Donald M. Boone
                       President

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below   
constitutes and appoints Donald M. Boone, as his true and lawful                
attorney-in-fact and agent, with full power of substitution, for him and in his 
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to    
file the same, therewith, with the Securities and Exchange Commission, and to   
make any and all state securities law or Blue Sky filings, granting unto said   
attorney-in-fact and agent, full power and authority to do and perform each and 
every act and thing requisite or necessary to be done in about the premises, as 
fully to all intents and purposes as he might or could do in person, hereby     
ratifying the confirming all that said attorney-in-fact and agent, or any       
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been signed by the following persons in the capacities and on the 
dates indicated:                                                                

Signature                          Date                     Title               

/s/  Donald M. Boone           August 1, 2001         President, CEO, Director  
/s/  Michael C. Nasser         August 1. 2001         Secretary/Director        
/s/  Jeffrey J. Lowe           August 1, 2001         Director                  
/s/  James Schjelderup         August 1, 2001         Director                  
/s/  Stephanie Rink            August 1, 2001         Director                  

30

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		8/6/06		24		53
		8/31/01		34					10-K
Filed on:		8/8/01
		8/7/01		1
		8/1/01		21		65
		6/30/01		20
		5/31/01		9		42			10-Q
		5/30/01		9
		5/2/01		21
		2/28/01		6					10-Q
		12/31/00		53
		11/30/00		11					10-Q
		10/31/00		34
		10/19/00		43		60
		10/13/00		11
		8/31/00		6		61			10-K
		6/15/00		37		51
		5/31/00		10		41			10-Q
		8/31/99		6		59			10-K
		8/1/99		64
		6/15/99		37		51
		8/31/98		10		43
		8/31/95		24
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