UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q



(X)     QUARTERLY REPORT PURSUANT
  TO SECTION 13 or 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2002

OR

(  )   TRANSITION REPORT PURSUANT
  TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ______________________

Commission file number: 0-19954

JEWETT-CAMERON TRADING COMPANY, LTD.
  (Exact name of registrant as specified in its charter)

|**BRITISH COLUMBIA**                                                   | **NONE**                            
|---------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation
        or organization) | (IRS Employer Identification Number)

32275 N.W. Hillcrest, North Plains, Oregon 97133 
  (Address of Principal Executive Offices)

Registrants telephone number, including area code: (503) 647-0110

Indicate
  by check mark whether the registrant (1) has filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 since May
  16, 1992 and (2) has been subject to the above filing requirements for the past
  90 days.

Yes X    No ___

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 
  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate
  by check mark whether the registrant has filed all documents and reports required
  to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934
  subsequent to the distribution of securities under a plan confirmed by a court.

Yes ___    No ___

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate
  the number of shares outstanding of each of the issuers classes of common
  stock, as of November 30, 2002. Common Stock, no par value 1,025,605 Shares.



---

Jewett-Cameron Trading Company Ltd.

Index to Form 10-Q

Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

Consolidated Balance Sheets at November 30, 2002 and August 31, 2002

Consolidated Statements of Operations as of the Three Month Period Ended
  November 30, 2002 and November 30, 2001

Consolidated Statements of Cash Flows as of the Three Month Period Ended
  November 30, 2002 and November 30, 2001

Consolidated Statements of Stockholders Equity

Notes to the Consolidated Financial Statements

Item 2  Management Discussion and Analysis of Financial Condition and
  Results of Operations

Item 3  Quantitative and Qualitative Disclosure About Market Risk

Item 4  Controls and Procedures

PART 2  OTHER INFORMATION

Signatures

Certifications

Exhibits - - 99.1 and 99.2  Certifications Pursuant to 18 U.S.C. Section
  1350, as
  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements

---

JEWETT-CAMERON TRADING COMPANY LTD.



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



NOVEMBER 30, 2002



---

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

|                                                                          |   |                      |  |   |            | 
|------------------------------------------------------------------------- | - | -------------------- |  | - | ---------- | 
|                                                                          |   | November
        30, |  |   | August 31, | 
|                                                                          |   | 2002                 |  |   | 2002       | 
|                                                                          |   |                      |  |   |            | 
|                                                                          |   |                      |  |   |            | 
|ASSETS                                                                    |   |                      |  |   |            | 
|                                                                          |   |                      |  |   |            | 
|Current                                                                   |   |                      |  |   |            | 
|Cash
      and cash equivalents                                           | $ | 261,115              |  | $ | 469,991    | 
|Accounts
      receivable, net of allowance of $310,000 (2001 - $315,000) |   | 4,550,891            |  |   | 6,098,733  | 
|Inventory
      (Note 4)                                                  |   | 7,624,039            |  |   | 4,696,783  | 
|Prepaid
      expenses                                                    |   | 204,308              |  |   | 102,423    | 
|                                                                          |   |                      |  |   |            | 
|                                                                          |   |                      |  |   |            | 
|Total
      current assets                                                |   | 12,640,353           |  |   | 11,367,930 | 
|                                                                          |   |                      |  |   |            | 
|Capital assets(Note 5)                                                    |   | 2,792,294            |  |   | 2,861,850  | 
|                                                                          |   |                      |  |   |            | 
|Deferred income taxes(Note 6)                                             |   | 171,900              |  |   | 171,900    | 
|                                                                          |   |                      |  |   |            | 
|                                                                          |   |                      |  |   |            | 
|Total assets                                                              | $ | 15,604,547           |  | $ | 14,401,680 | 
|                                                                          |   |                      |  |   |            | 





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

---

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

|                                                                             |   |              |   |   |            |  
|---------------------------------------------------------------------------- | - | ------------ | - | - | ---------- | -
|                                                                             |   | November 30, |   |   | August 31, |  
|                                                                             |   | 2002         |   |   | 2002       |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                         |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|Current                                                                      |   |              |   |   |            |  
|Bank
      indebtedness (Note 7)                                             | $ | 5,370,542    |   | $ | 2,965,639  |  
|Accounts
      payable and accrued liabilities                               |   | 2,585,993    |   |   | 4,018,760  |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|Total
      current liabilities                                              |   | 7,956,535    |   |   | 6,984,399  |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|Stockholders' equity                                                         |   |              |   |   |            |  
|Capital
      stock (Note 8)                                                 |   |              |   |   |            |  
|Authorized                                                                   |   |              |   |   |            |  
|20,000,000
      Common shares, without par value                            |   |              |   |   |            |  
|10,000,000
      Preferred shares, without par value                         |   |              |   |   |            |  
|Issued                                                                       |   |              |   |   |            |  
|1,025,605
      Common shares (August 31, 2002  1,005,662)                  |   | 1,871,340    |   |   | 1,706,451  |  
|Additional
      paid-in capital                                             |   | 602,587      |   |   | 602,587    |  
|Retained
      earnings                                                      |   | 5,479,061    |   |   | 5,365,515  |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   | 7,952,988    |   |   | 7,674,553  |  
|                                                                             |   |              |   |   |            |  
|Less:
      Treasury stock  50,100 common shares (August 31, 2002  44,700) |   | (304,976     | ) |   | (257,272   | )
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|Total
      stockholders' equity                                             |   | 7,648,012    |   |   | 7,417,281  |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|Total liabilities and stockholders' equity                                   | $ | 15,604,547   |   | $ | 14,401,680 |  
|                                                                             |   |              |   |   |            |  
|                                                                             |   |              |   |   |            |  
|Contingent liabilities and commitments(Note
      11)                        |   |              |   |   |            |  

|On behalf of the Board: |          |                      |         
|----------------------- | -------- | -------------------- | --------
|                        |          |                      |         
|/s/D.M.
        Boone   | Director | /s/J.J.
        Lowe | Director
|                        |          |                      |         

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

---

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

|                                      |   |              |   |   |              |  
|------------------------------------- | - | ------------ | - | - | ------------ | -
|                                      |   | Three Month  |   |   | Three Month  |  
|                                      |   | Period Ended |   |   | Period Ended |  
|                                      |   | November 30, |   |   | November 30, |  
|                                      |   | 2002         |   |   | 2001         |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|SALES                                 | $ | 13,499,920   |   | $ | 4,106,102    |  
|                                      |   |              |   |   |              |  
|COST OF SALES                         |   | 11,313,572   |   |   | 3,095,898    |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|GROSS PROFIT                          |   | 2,186,348    |   |   | 1,010,204    |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|OPERATING COSTS                       |   |              |   |   |              |  
|Depreciation                          |   | 79,193       |   |   | 67,807       |  
|General
      and administration      |   | 320,729      |   |   | 167,423      |  
|Wages
      and employee benefits     |   | 1,351,111    |   |   | 546,222      |  
|Warehouse
      expenses and supplies |   | 216,740      |   |   | 70,467       |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|                                      |   | 1,967,773    |   |   | 851,919      |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|Income from operations                |   | 218,575      |   |   | 158,285      |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|OTHER ITEMS                           |   |              |   |   |              |  
|Interest
      and other income       |   | 200          |   |   | 1,245        |  
|Interest
      expense                |   | (43,229      | ) |   | (1,038       | )
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|                                      |   | (43,029      | ) |   | 207          |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|Income before income taxes            |   | 175,546      |   |   | 158,492      |  
|                                      |   |              |   |   |              |  
|Income taxes                          |   | 62,000       |   |   | 65,000       |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|Net income for the period             | $ | 113,546      |   | $ | 93,492       |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|Basic earnings per share              | $ | 0.12         |   | $ | 0.10         |  
|                                      |   |              |   |   |              |  
|                                      |   |              |   |   |              |  
|Diluted earnings per share            | $ | 0.11         |   | $ | 0.09         |  
|                                      |   |              |   |   |              |  



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

---

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

|                                                                   |   |              |   |   |              |  
|------------------------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                                   |   | Three Month  |   |   | Three Month  |  
|                                                                   |   | Period Ended |   |   | Period Ended |  
|                                                                   |   | November 30, |   |   | November 30, |  
|                                                                   |   | 2002         |   |   | 2001         |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                               |   |              |   |   |              |  
|Net
      income for the period                                    | $ | 113,546      |   | $ | 93,492       |  
|Items
      not involving an outlay of cash:                       |   |              |   |   |              |  
|Depreciation                                                       |   | 79,193       |   |   | 67,807       |  
|Stock
      based compensation                                     |   | -            |   |   | 20,340       |  
|                                                                   |   |              |   |   |              |  
|Changes
      in non-cash working capital items:                   |   |              |   |   |              |  
|Decrease
      in accounts receivable                              |   | 1,547,842    |   |   | 327,486      |  
|Increase
      in inventory                                        |   | (2,927,256   | ) |   | (24,328      | )
|Increase
      in prepaid expenses                                 |   | (101,885     | ) |   | (69,497      | )
|Decrease
      in accounts payable and accrued liabilities         |   | (1,373,978   | ) |   | (71,682      | )
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Net
      cash provided by (used in) operating activities          |   | (2,662,538   | ) |   | 343,618      |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                               |   |              |   |   |              |  
|Increase
      (decrease) in bank indebtedness                     |   | 2,404,903    |   |   | (297,960     | )
|Treasury
      shares acquired                                     |   | (47,704      | ) |   | (103,564     | )
|Issuance
      of capital stock                                    |   | 106,100      |   |   | -            |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Net
      cash provided by (used in) financing activities          |   | 2,463,299    |   |   | (401,524     | )
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES                               |   |              |   |   |              |  
|Purchase
      of capital assets                                   |   | (9,637       | ) |   | (14,466      | )
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Net
      cash used in investing activities                        |   | (9,637       | ) |   | (14,466      | )
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Change in cash and cash equivalents                                |   | (208,876     | ) |   | (72,372      | )
|                                                                   |   |              |   |   |              |  
|Cash and cash equivalents, beginning of
      period               |   | 469,991      |   |   | 322,622      |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Cash and cash equivalents, end of period                           | $ | 261,115      |   | $ | 250,250      |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Supplemental disclosures with respect to
      cash flows(Note 14) |   |              |   |   |              |  



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

---

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

|                                 | Common Stock |   | Treasury Shares |           |   |           |   |   |          |   |   |            | 
|-------------------------------- | ------------ | - | --------------- | --------- | - | --------- | - | - | -------- | - | - | ---------- | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   | Additional | 
|                                 | Number       |   |                 |           |   | Number    |   |   |          |   |   | Paid-In    | 
|                                 | of Shares    |   |                 | Amount    |   | of Shares |   |   | Amount   |   |   | Capital    | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Balance, August 31, 1999         | 1,157,162    |   | $               | 1,932,097 |   | 61,900    |   | $ | (319,399 | ) | $ | 582,247    | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Net income for the year          | -            |   |                 | -         |   | -         |   |   | -        |   |   | -          | 
|Shares cancelled                 | (83,000      | ) |                 | (136,940  | ) | -         |   |   | -        |   |   | -          | 
|Treasury shares acquired         | -            |   |                 | -         |   | 86,600    |   |   | (442,526 | ) |   | -          | 
|Treasury shares cancelled        | -            |   |                 | -         |   | (83,000   | ) |   | 429,283  |   |   | -          | 
|Premium relating to cancellation |              |   |                 |           |   |           |   |   |          |   |   |            | 
|of share capital                 | -            |   |                 | -         |   | -         |   |   | -        |   |   | -          | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Balance, August 31, 2000         | 1,074,162    |   |                 | 1,795,157 |   | 65,500    |   |   | (332,642 | ) |   | 582,247    | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Net income for the year          | -            |   |                 | -         |   | -         |   |   | -        |   |   | -          | 
|Treasury shares acquired         | -            |   |                 | -         |   | 31,500    |   |   | (168,554 | ) |   | -          | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Balance, August 31, 2001         | 1,074,162    |   |                 | 1,795,157 |   | 97,000    |   |   | (501,196 | ) |   | 582,247    | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Net income for the year          | -            |   |                 | -         |   | -         |   |   | -        |   |   | -          | 
|Shares cancelled                 | (76,500      | ) |                 | (129,808  | ) | -         |   |   | -        |   |   | -          | 
|Treasury shares acquired         | -            |   |                 | -         |   | 24,200    |   |   | (175,059 | ) |   | -          | 
|Treasury shares cancelled        | -            |   |                 | -         |   | (76,500   | ) |   | 418,983  |   |   | -          | 
|Premium relating to cancellation |              |   |                 |           |   |           |   |   |          |   |   |            | 
|of share capital                 | -            |   |                 | -         |   | -         |   |   | -        |   |   | -          | 
|Stock based compensation on      |              |   |                 |           |   |           |   |   |          |   |   |            | 
|repricing of employee stock      |              |   |                 |           |   |           |   |   |          |   |   |            | 
|options                          | -            |   |                 | -         |   | -         |   |   | -        |   |   | 20,340     | 
|Share options exercised          | 8,000        |   |                 | 41,102    |   | -         |   |   | -        |   |   | -          | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Balance, August 31, 2002         | 1,005,662    |   |                 | 1,706,451 |   | 44,700    |   |   | (257,272 | ) |   | 602,587    | 
|Net income for the year          | -            |   |                 | -         |   | -         |   |   | -        |   |   | -          | 
|Private placement                | 12,860       |   |                 | 106,100   |   | -         |   |   | -        |   |   | -          | 
|Shares issued for ESOP           | 7,083        |   |                 | 58,789    |   | -         |   |   | -        |   |   | -          | 
|Treasury shares acquired         | -            |   |                 | -         |   | 5,400     |   |   | (47,704  | ) |   | -          | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 
|Balance, November 30, 2002       | 1,025,605    |   | $               | 1,871,340 |   | 50,100    |   | $ | 304,976  |   | $ | 602,587    | 
|                                 |              |   |                 |           |   |           |   |   |          |   |   |            | 



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



---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company was incorporated under the Company Act of British Columbia
      on July 8, 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company through its subsidiaries operates out
        of facilities located in North Plains, Oregon and Ogden, Utah. The Company
        operates as a wholesaler of lumber and building materials to home improvement
        centres located primarily in the Pacific and Rocky Mountain regions of
        the United States; as a processor and distributor of industrial wood and
        other specialty building products principally to original equipment manufacturers;
        as an importer and distributor of pneumatic air tools and industrial clamps
        throughout the United States, and as a processor and distributor of agricultural
        seeds in the United States.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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, 2002. The results of operations for the period ended November
        30, 2002 are not necessarily indicative of the results to be expected
        for the year ending August 31, 2003.   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These consolidated financial statements include the
        accounts of the Company and its wholly-owned subsidiaries, The Jewett-Cameron
        Lumber Corporation, Jewett-Cameron Seed Co., Greenwood Products, Inc.
        and MSI-PRO Co., all of which are incorporated under the laws of Oregon,
        U.S.A.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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.                                                                                                                                                                                                     





---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company recognizes revenue from the sales of
        building supply products, industrial wood and other specialty products
        and tools, when the products are shipped and the ultimate collection is
        reasonably assured. Revenue from the Company's seed operations is generated
        by the provision of seed processing, handling and storage services provided
        to seed growers, and by the sales of seed products. Revenue from the provision
        of these services and products is recognized when the services have been
        performed and products sold and collection of the amounts 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, based on the average cost
      method and net realizable value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Company's functional currency for all operations
        worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated
        at historical rates and monetary assets and liabilities are translated
        at exchange rates in effect at the end of the year. Statement of operations
        accounts are translated at average rates for the year. Gains and losses
        from translation of foreign currency financial statements into U.S. dollars
        are included in current results of operations. Gains and losses resulting
        from foreign currency translations are also included in current results
        of operations.





---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|



|2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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 November 30 is summarized
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                                                                |   |              |  |   |              | 
| | ------------------------------------------------------------------------------ | - | ------------ |  | - | ------------ | 
| |                                                                                |   | Three Month  |  |   | Three Month  | 
| |                                                                                |   | Period Ended |  |   | Period Ended | 
| |                                                                                |   | November 30, |  |   | November 30, | 
| |                                                                                |   | 2002         |  |   | 2001         | 
| |                                                                                |   |              |  |   |              | 
| |                                                                                |   |              |  |   |              | 
| | Net income                                                                     | $ | 113,546      |  | $ | 93,492       | 
| |                                                                                |   |              |  |   |              | 
| |                                                                                |   |              |  |   |              | 
| | Basic earnings per share weighted average number
      of shares outstanding   | $ | 970,391      |  | $ | 970,783      | 
| | Effect of dilutive securities                                                  |   |              |  |   |              | 
| | Stock options                                                                  |   | 52,687       |  |   | 46,892       | 
| |                                                                                |   |              |  |   |              | 
| |                                                                                |   |              |  |   |              | 
| | Diluted earnings per share weighted average
      number of shares outstanding | $ | 1,023,078    |  | $ | 1,017,675    | 
| |                                                                                |   |              |  |   |              | 

| | Employee stock option plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Financial Accounting Standards Board statement No.
        123 (Accounting for Stock-Based Compensation) encourages, but does not
        require, companies to record compensation cost for stock-based employee
        compensation plans based on the fair value of options granted. The Company
        has elected to continue to account for stock-based compensation using
        the intrinsic value method prescribed in Accounting Principles Board Opinion
        No. 25 (Accounting for Stock Issued to Employees) and related interpretations
        and to provide additional disclosures with respect to the pro-forma effects
        of adoption had the Company recorded compensation expense as provided
        in SFAS 123.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | In accordance with APB-25, compensation costs for
        stock options is recognized in income based on the excess, if any, of
        the quoted market price of the stock at the grant date of the award or
        other measurement date over the amount an employee must pay to acquire
        the stock. Generally, the exercise price for stock options granted to
        employees equals or exceeds the fair market value of the Company's common
        stock at the date of grant, thereby resulting in no recognition of compensation
        expense by the Company.                                                                                                                                                               







---

JJEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...)                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 uses the following methods and assumptions
        to estimate the fair value of each class of financial instruments for
        which it is practicable to estimate such values:                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Bank indebtedness                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The carrying amount approximates fair value due to the short-term nature
      of the obligation.                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Cash and short-term investments                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The carrying amount approximates fair value because of the short-term
      maturity of those instruments.                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The carrying value of accounts receivable approximates
        fair value due to the short-term nature and historical collectability.                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Accounts payable                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The carrying value of accounts payable approximates
        fair value due to the short-term nature of the obligations. The estimated
        fair values of the Company's financial instruments are as follows:                                                                                                                                                                                                         

| |                           |   |                   |  |   |                 | 
| | ------------------------- | - | ----------------- |  | - | --------------- | 
| |                           |   | November 30, 2002 |  |   | August 31, 2002 | 
| |                           |   |                   |  |   |                 | 
| |                           |   |                   |  |   |                 | 
| |                           |   | Carrying          |  |   | Fair            | 
| |                           |   | Amount            |  |   | Value           | 
| |                           |   |                   |  |   |                 | 
| |                           |   |                   |  |   |                 | 
| | Cash and cash equivalents | $ | 261,115           |  | $ | 261,115         | 
| | Accounts receivable       |   | 4,550,891         |  |   | 4,550,891       | 
| | Bank indebtedness         |   | 5,370,542         |  |   | 5,370,542       | 
| | Accounts payable          |   | 2,585,993         |  |   | 2,585,993       | 
| |                           |   |                   |  |   |                 | 



---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Certain comparative figures have been reclassified
        to conform with the presentation adopted for the current period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Income taxes are provided in accordance with SFAS
        No. 109, "Accounting for Income Taxes". A deferred tax asset or liability
        is recorded for all temporary differences between financial and tax reporting
        and net operating loss carryforwards. Deferred tax expense (benefit) results
        from the net change during the year of deferred tax assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Deferred tax assets are reduced by a valuation allowance
        when, in the opinion of management, it is more likely than not that some
        portion or all of the deferred tax assets will not be realized. Deferred
        tax assets and liabilities are adjusted for the effects of changes in
        tax laws and rates on the date of enactment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | New accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In July 2001, FASB issued SFAS No. 143, "Accounting
        for Asset Retirement Obligations" that records the fair value of the liability
        for closure and removal costs associated with the legal obligations upon
        retirement or removal of any tangible long-lived assets. The initial recognition
        of the liability will be capitalized as part of the asset cost and depreciated
        over its estimated useful life. SFAS 143 is required to be adopted effective
        January 1, 2003.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In April 2002, FASB issued No. 145, Rescission
        of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
        and Technical Corrections". SFAS No. 145 eliminates the requirement that
        gains and losses from the extinguishment of debt be aggregated and, if
        material, classified as an extraordinary item, net of the related income
        tax effect and eliminates an inconsistency between the accounting for
        sale-leaseback transactions and certain lease modifications that have
        economic effects that are similar to sale-leaseback transactions. Generally,
        SFAS No. 145 is effective for transactions occurring after May 15, 2002.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2002, the FASB issued SFAS No. 146 "Accounting
        for Costs Associated with Exit or Disposal Activities" that nullifies
        Emerging Issues Task Force Issue No. 94-3 ("EITF Issue 94-3") "Liability
        Recognition for Certain Employee Termination Benefits and Other Costs
        to Exit an Activity (Including Certain Costs Incurred in a Restructuring)".
        SFAS No. 146 requires that a liability for a cost associated with an exit
        or disposal activity be recognized when the liability is incurred, whereby
        EITF Issue 94-3 had recognized the liability at the commitment date to
        an exit plan. The provisions of this statement are effective for exit
        or disposal activities that are initiated after December 31, 2002 with
        earlier application encouraged.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The adoption of these new pronouncements is not expected
        to have a material effect on the Company's financial position or results
        of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                







---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|3. | BUSINESS COMBINATION AND ACQUISITION                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                             
|   | During the period ended November 30, 2000, the Company
        acquired all of the assets, including land, buildings and equipment of
        Agrobiotech Inc. (Hillsboro) 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 | 
| |                     |   |           | 

|   | Following the acquisition, the Company
        incorporated Jewett-Cameron Seed Co. under the laws of Oregon, U.S.A.
        This subsidiary operates as a processor and distributor of agricultural
        seed products.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                            
|4. | INVENTORY                                                                                                                                                                                                                  

|   |                                         |   |            |              |   |            |            | 
|-- | --------------------------------------- | - | ---------- | ------------ | - | ---------- | ---------- | 
|   |                                         |   |            | November 30, |   |            | August 31, | 
|   |                                         |   |            | 2002         |   |            | 2002       | 
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            |              |   |            |            | 
|   | Home improvement
        products       | $ | 6,373,718  |              | $ | 3,862,811  |           
|   | Air tools
        and industrial clamps |   | 276,080    |              |   | 289,847    |           
|   | Agricultural
        seed products      |   | 974,241    |              |   | 544,125    |           
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   | $          | 7,624,039    |   | $          | 4,696,783  | 
|   |                                         |   |            |              |   |            |            | 
|5. | CAPITAL ASSETS                          |   |            |              |   |            |           
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            | November 30, |   |            | August 31, | 
|   |                                         |   |            | 2002         |   |            | 2002       | 
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            |              |   |            |            | 
|   | Office equipment                        | $ | 497,745    |              | $ | 488,108    |           
|   | Warehouse equipment                     |   | 669,274    |              |   | 669,274    |           
|   | Buildings                               |   | 2,088,042  |              |   | 2,088,042  |           
|   | Land                                    |   | 851,568    |              |   | 851,568    |           
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            | 4,106,629    |   |            | 4,096,992  | 
|   | Accumulated depreciation                |   | (1,314,335 | )            |   | (1,235,142 | )         
|   |                                         |   |            |              |   |            |            | 
|   |                                         |   |            |              |   |            |            | 
|   | Net book value                          | $ | 2,792,294  |              | $ | 2,861,850  |           
|   |                                         |   |            |              |   |            |            | 



---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|5. | CAPITAL ASSETS (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | DEFERRED INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Deferred income taxes of $171,900 (August 31, 2002
        - $171,900) relate principally to timing differences between the accounting
        and tax treatment of income, expenses, reserves and depreciation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | BANK INDEBTEDNESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |             |   |              |  |   |            | 
| | ----------- | - | ------------ |  | - | ---------- | 
| |             |   | November 30, |  |   | August 31, | 
| |             |   | 2002         |  |   | 2002       | 
| |             |   |              |  |   |            | 
| |             |   |              |  |   |            | 
| | Demand loan | $ | 5,370,542    |  | $ | 2,965,639  | 
| |             |   |              |  |   |            | 

|   | Bank indebtedness is secured by an assignment
        of accounts receivable and inventory. Interest is calculated at either
        prime or the libor rate plus 200 basis points.                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Holders of common stock are entitled to one vote
        for each share held. There are no restrictions that limit the Company's
        ability to pay dividends on its common stock. The Company has not declared
        any dividends since incorporation.                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Treasury stock                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Treasury stock is recorded at cost. During the periods
        ended November 30, 2002 and 2001, the Company repurchased 5,400 and 15,100
        shares, respectively, at an aggregate cost of $47,704 and $103,564, respectively.                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Stock options                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has a stock option plan under which 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 ("TSX"),
        the Ontario Securities Commission and the British Columbia Securities
        Commission.







---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|8. | CAPITAL STOCK(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Stock options(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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.                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Proceeds received by the Company from exercise of stock options are credited
      to capital stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At November 30, 2002, 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   
| | 12,000    | Cdn$7.50 |  | December 31, 2003
| |           |          |  |                  

|9. | EMPLOYEE STOCK OWNERSHIP PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company sponsors 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 Company accounts for its ESOP in accordance
        with SOP-93-6 (Employers' Accounting for Employee Stock Ownership Plans).
        The Company records compensation expense equal to the market price of
        the shares acquired on the open market. Any dividends on allocated ESOP
        shares are recorded as a reduction of retained earnings.





---



JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|10. | STOCK BASED COMPENSATION EXPENSE                                      
|--- | ----------------------------------------------------------------------
|    |                                                                       
|    | Following is a summary of the status of the plan during 2002 and 2001:

| |                                                      |           |   |          | 
| | ---------------------------------------------------- | --------- | - | -------- | 
| |                                                      |           |   | Weighted | 
| |                                                      |           |   | Average  | 
| |                                                      | Number    |   | Exercise | 
| |                                                      | of Shares |   | Price    | 
| |                                                      |           |   |          | 
| |                                                      |           |   |          | 
| | Outstanding at August 31, 1999 and 2000              | 90,000    |   | Cdn$5.14 | 
| |                                                      |           |   |          | 
| | Granted                                              | -         |   |          | 
| | Forfeited                                            | -         |   |          | 
| | Exercised                                            | -         |   |          | 
| | Expired                                              | (12,000   | ) | Cdn$8.25 | 
| |                                                      |           |   |          | 
| |                                                      |           |   |          | 
| | Outstanding at August 31, 2001                       | 78,000    |   | Cdn$4.66 | 
| |                                                      |           |   |          | 
| | Granted                                              | -         |   |          | 
| | Forfeited                                            | -         |   |          | 
| | Repriced                                             | 12,000    |   | Cdn$7.50 | 
| | Exercised                                            | (8,000    | ) | Cdn$8.25 | 
| | Expired                                              | -         |   |          | 
| |                                                      |           |   |          | 
| |                                                      |           |   |          | 
| | Outstanding at August 31, 2002 and November 30, 2002 | 82,000    |   | Cdn$4.73 | 
| |                                                      |           |   |          | 

| | Following is a summary of the status of options outstanding
      at November 30, 2002: |     
| | --------------------------------------------------------------------------------------- | ----
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| |                                                                                         |     
| | Exercise Price                                                                          |     
| |                                                                                         |     
| |                                                                                         |     
| | Cdn$                                                                                    | 4.25
| | Cdn$                                                                                    | 8.25
| | Cdn$                                                                                    | 7.50
| |                                                                                         |     





---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|**10.** | STOCK BASED COMPENSATION EXPENSE(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The Company has elected to follow APB Opinion No.
        25 (Accounting for Stock Issued to Employees) in accounting for its employee
        stock options. 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. Stock based compensation recognized
        during the period ended November 30, 2002 was $Nil (2001 - $20,340). This
        amount was allocated to wages and employee benefits in the accompanying
        statement of operations. If under Financial Accounting Standards Board
        Statement No. 123 (Accounting for Stock-Based Compensation) the Company
        determined compensation costs based on the fair value at the grant date
        for its stock options, net earnings and earnings per share would have
        been reduced to the following pro-forma amounts:

| |                            |   |              |  |   |              | 
| | -------------------------- | - | ------------ |  | - | ------------ | 
| |                            |   | November 30, |  |   | November 30, | 
| |                            |   | 2002         |  |   | 2001         | 
| |                            |   |              |  |   |              | 
| |                            |   |              |  |   |              | 
| | Net income                 |   |              |  |   |              | 
| | As reported                | $ | 113,546      |  | $ | 93,492       | 
| |                            |   |              |  |   |              | 
| |                            |   |              |  |   |              | 
| | Pro forma                  | $ | 113,546      |  | $ | 83,520       | 
| |                            |   |              |  |   |              | 
| |                            |   |              |  |   |              | 
| | Basic earnings per share   |   |              |  |   |              | 
| | As reported                | $ | 0.12         |  | $ | 0.10         | 
| |                            |   |              |  |   |              | 
| |                            |   |              |  |   |              | 
| | Pro forma                  | $ | 0.11         |  | $ | 0.09         | 
| |                            |   |              |  |   |              | 
| |                            |   |              |  |   |              | 
| | Diluted earnings per share |   |              |  |   |              | 
| | As reported                | $ | 0.11         |  | $ | 0.09         | 
| |                            |   |              |  |   |              | 
| |                            |   |              |  |   |              | 
| | Pro forma                  | $ | 0.11         |  | $ | 0.08         | 
| |                            |   |              |  |   |              | 

| | The weighted average estimated fair value
        of stock options granted during the periods ended November 30, 2002 and
        2001 were Cdn$Nil and $2.67 per share, respectively. These amounts were
        determined using the Black-Scholes option pricing model, which values
        options based on the stock price at the grant date, the expected life
        of the option, the estimated volatility of the stock, the expected dividend
        payments, and the risk-free interest rate over the expected life of the
        option. The assumptions used in the Black-Scholes model were as follows
        for stock options granted:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                              |              |              | 
| | ---------------------------- | ------------ | ------------ | 
| |                              | November 30, | November 30, | 
| |                              | 2002         | 2001         | 
| |                              |              |              | 
| |                              |              |              | 
| | Risk-free interest rate      | -            | 3.00%        | 
| | Expected life of the options | -            | 2 years      | 
| | Expected volatility          | -            | 41.62%       | 
| | Expected dividend yield      | -            | -            | 
| |                              |              |              | 

---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|



|10. | STOCK BASED COMPENSATION EXPENSE(cont'd)
|--- | -----------------------------------------
|    |                                          
|    |                                          
|    |                                          
|11. | CONTINGENT LIABILITIES AND COMMITMENTS   

| | a) | On March 1, 2002 the Company entered
        into an agreement with Greenwood Forest Products, Inc. (Greenwood)
        to acquire certain assets of Greenwood. The assets being acquired consist
        of nearly $7 million of inventory, purchased in seven installments over
        the next two years for a price equal to the sellers cost plus 2%;
        furnishings, equipment and supplies for $260,000 payable at closing (paid);
        and a license to use all of the intangible assets of the seller for a
        five year term, with an option to purchase the intangible assets for a
        nominal amount of $1,000, payable at closing (paid). To date, the Company
        has made the first four installments for the purchase of inventory in
        the amount of $3,156,154. Greenwood is in the business of processing and
        distribution of industrial wood and other specialty building products,
        principally to original equipment manufacturers.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | At November 30, 2002, the Company had an un-utilized line-of-credit of
      approximately $230,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|**12.** | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | The Company has four principal operating segments:
        the sales of building materials and industrial wood products to home improvements
        centres and original equipment manufacturers in the United States; the
        sale of pneumatic air tools and industrial clamps in the United States;
        and the processing and sales of agricultural seeds in the United States.
        These operating segments were determined based on the nature of the products
        offered. Operating segments are defined as components of an enterprise
        about which separate financial information is available that is evaluated
        regularly in deciding how to allocate resources and in assessing performance.
        The Company evaluates performance based on several factors, of which the
        primary financial measure is business segment income before taxes. The
        following tables show the operations of the Company's reportable segments.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|



|**12.** | SEGMENTED INFORMATION(contd)                                              
|------- | ----------------------------------------------------------------------------
|        |                                                                             
|        | Following is a summary of segmented information for the three month periods:

| |                                          |   |              |   |   |              |  
| | ---------------------------------------- | - | ------------ | - | - | ------------ | -
| |                                          |   | November 30, |   |   | November 30, |  
| |                                          |   | 2002         |   |   | 2001         |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| | Sales to unaffiliated customers:         |   |              |   |   |              |  
| | Building
      materials                 | $ | 1,280,758    |   | $ | 3,133,563    |  
| | Industrial
      tools                   |   | 247,468      |   |   | 191,027      |  
| | Seed
      processing services and sales |   | 705,118      |   |   | 781,512      |  
| | Industrial
      wood products           |   | 11,266,576   |   |   | -            |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| |                                          | $ | 13,499,920   |   | $ | 4,106,102    |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| | Income (loss) from operations:           |   |              |   |   |              |  
| | Building
      materials                 | $ | (57,053      | ) | $ | 33,868       |  
| | Industrial
      tools                   |   | 13,292       |   |   | 21,104       |  
| | Seed
      processing services and sales |   | 26,571       |   |   | 133,018      |  
| | General
      corporate                  |   | (6,749       | ) |   | (29,705      | )
| | Industrial
      wood products           |   | 242,514      |   |   | -            |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| |                                          | $ | 218,575      |   | $ | 158,285      |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| | Identifiable assets:                     |   |              |   |   |              |  
| | Building
      materials                 | $ | 6,100,841    |   | $ | 6,218,756    |  
| | Industrial
      tools                   |   | 98,822       |   |   | 91,983       |  
| | Seed
      processing services and sales |   | 1,395,276    |   |   | 987,626      |  
| | General
      corporate                  |   | 157,867      |   |   | 18,986       |  
| | Industrial
      wood products           |   | 7,851,741    |   |   | -            |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| |                                          | $ | 15,604,547   |   | $ | 7,317,351    |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| | Depreciation:                            |   |              |   |   |              |  
| | Building
      materials                 | $ | 62,288       |   | $ | 67,807       |  
| | Industrial
      tools                   |   | -            |   |   | -            |  
| | Seed
      processing services and sales |   | -            |   |   | -            |  
| | Industrial
      wood products           |   | 16,905       |   |   | -            |  
| |                                          |   |              |   |   |              |  
| |                                          |   |              |   |   |              |  
| |                                          | $ | 79,193       |   | $ | 67,807       |  
| |                                          |   |              |   |   |              |  

- continued-

---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|12. | SEGMENTED INFORMATION(contd)
|--- | ------------------------------

| |                                          |   | November 30, |  |   | November 30, | 
| | ---------------------------------------- | - | ------------ |  | - | ------------ | 
| |                                          |   | 2002         |  |   | 2001         | 
| |                                          |   |              |  |   |              | 
| |                                          |   |              |  |   |              | 
| | Contd                                   |   |              |  |   |              | 
| |                                          |   |              |  |   |              | 
| | Capital expenditures:                    |   |              |  |   |              | 
| | Building
      materials                 | $ | 9,637        |  | $ | 3,531        | 
| | Seed
      processing services and sales |   | -            |  |   | 10,935       | 
| | Industrial
      wood products           |   | -            |  |   | -            | 
| |                                          |   |              |  |   |              | 
| |                                          |   |              |  |   |              | 
| |                                          | $ | 9,637        |  | $ | 14,466       | 
| |                                          |   |              |  |   |              | 
| |                                          |   |              |  |   |              | 
| | Interest expense:                        |   |              |  |   |              | 
| | Building
      materials                 | $ | 40,021       |  | $ | 1,038        | 
| | Industrial
      tools                   |   | -            |  |   | -            | 
| | Seed
      processing services and sales |   | -            |  |   | -            | 
| | Industrial
      wood products           |   | 3,008        |  |   | -            | 
| |                                          |   |              |  |   |              | 
| |                                          |   |              |  |   |              | 
| |                                          | $ | 43,029       |  | $ | 1,038        | 
| |                                          |   |              |  |   |              | 

|        | For the three month periods ended November
        30, 2002 and 2001 the Company made sales of $225,860 (2001 -$1,317,640)
        and $755,295 (2001 - $1,570,807) to customers of the building material
        segments which were in excess of 10% of total sales for the quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|**13.** | CONCENTRATIONS OF CREDIT RISK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Financial instruments that potentially subject the
        Company to concentrations of credit risk consist primarily of cash and
        cash equivalents and accounts receivable. The Company places its cash
        and cash equivalents with high quality financial institutions and limits
        the amount of credit exposure with any one institution. The Company has
        concentrations of credit risk with respect to accounts receivable as large
        amounts of its accounts receivable are concentrated geographically in
        the United States amongst a small number of customers. At November 30,
        2002, two customers totalling $Nil(2001 - $636,636) and $648,774, respectively,
        accounted for accounts receivable greater than 10% of total accounts receivable.
        The Company controls credit risk through credit approvals, credit limits,
        and monitoring procedures. The Company performs credit evaluations of
        its commercial customers but generally does not require collateral to
        support accounts receivable.



---

JEWETT-CAMERON TRADING COMPANY LTD. 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Prepared by Management)
  NOVEMBER 30, 2002

|
|

|14. | SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
|--- | ---------------------------------------------------

| |                                  |   |              |  |   |              | 
| | -------------------------------- | - | ------------ |  | - | ------------ | 
| |                                  |   | November 30, |  |   | November 30, | 
| |                                  |   | 2002         |  |   | 2001         | 
| |                                  |   |              |  |   |              | 
| |                                  |   |              |  |   |              | 
| | Cash paid during the period for: |   |              |  |   |              | 
| | Interest                         | $ | 32,132       |  | $ | 1,038        | 
| | Income
      taxes               |   | -            |  |   | -            | 
| |                                  |   |              |  |   |              | 

| | There were no significant non-cash transactions
        for the three month periods ended November 30, 2002 and 2001.
| | ---------------------------------------------------------------------------------------------------------------------







---

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

These financial statements are those of the Company and its
  wholly owned subsidiaries. In the opinion of management, the accompanying Consolidated
  Financial Statements of Jewett-Cameron Trading Company Ltd., contain all adjustments,
  consisting only of normal recurring adjustments, necessary to fairly state its
  financial position as of November 30, 2002 and 2001 and its results of operations
  and its cash flows for the three month period ended November 30, 2002 and 2001.
  Operating results for the three month period ended November 30, 2002 are not
  necessarily indicative of the results that may be experienced for the fiscal
  year ending August 31, 2003.

RESULTS OF OPERATIONS

Three months ended November 30, 2002 and 2001:

Jewett Camerons operations are classified into four
  principle industry segments: sales of building materials, sales of wood products
  with industrial and OEM applications, sales of industrial tools and sales of
  processed agricultural seeds and grain. Sales of building materials consist
  of wholesale sales of lumber and building materials in the United States. Sales
  of wood products with industrial and OEM applications consist of wholesale sales
  of wood products primarily to the transportation and recreational boating industries
  in the United States. Sales of industrial tools consist of the distribution
  of pneumatic air tools and industrial clamps in the United States. Sales of
  processed seeds and grain consist of the distribution of processed agricultural
  seeds and grain in the United States. The Companys major distribution
  centers are located in North Plains, Oregon and Ogden, Utah.

For the first quarter of the current fiscal year, ended November
  30, 2002, sales increased 229% to $13,499,920 compared to $4,106,102 for the
  same quarter of the previous year.

Sales of building materials were $1,280,758 for the quarter,
  down 60% compared to sales of $3,133,563 for the first quarter of last year.
  The sale of building materials is accomplished through the activities of Jewett
  Cameron Lumber Company, which is a wholly owned subsidiary of Jewett Cameron
  Trading Company Ltd.

Sales of industrial wood products were $11,266,576 for the
  quarter. These sales resulted from the activities of Greenwood Products, Inc.,
  a wholly owned subsidiary of Jewett Cameron Lumber Company, which, in turn,
  is a wholly owned subsidiary of Jewett Cameron Trading Company Ltd. Greenwood
  Products, Inc. was incorporated in the third fiscal quarter of 2002.

Sales of pneumatic tools and industrial clamps were $247,468
  for the first quarter compared to $191,027 for the first quarter of last year,
  an increase of 30%. The sale of pneumatic tools and industrial clamps is accomplished
  through the activities of MSI-PRO which is a wholly owned subsidiary of Jewett
  Cameron Lumber Company.

Sales of processed seeds and grain were $705,118 for the first
  quarter compared to $781,512 for the first quarter of last year, a decrease
  of 10%. The sales of processed seeds and grain are accomplished through the
  activities of Jewett Cameron Seed Company, which is a wholly owned subsidiary
  of Jewett Cameron Lumber Company.

---

General and administrative expenses for the Company were $1,967,773
  for the first quarter up from $851,662 for the first quarter of last year. The
  primary reason for the increase of $1,115,854 was the addition of the activities
  of Greenwood Products, Inc. during the second quarter of Fiscal 2002. The activities
  of Greenwood Products, Inc. resulted in an increase in depreciation of $11,386;
  an increase in general and administrative expenses of $153,306; an increase
  in employee wages and benefits of $804,889; and, an increase in warehouse expenses
  and supplies of $146,273.

Net income for the quarter was $113,546 which represents an
  21% increase over the first quarter of last year when net income was $93,492.
  The increase in net income was due primarily to the activities of Greenwood
  Products, Inc. and the increase in sales of industrial tools.

Earnings per share was $0.12 for the first quarter of Fiscal
  2003 compared to $0.10 for the first quarter of fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2002 the Company had working capital of
  $4,683,818, which represented an increase of $300,648 as compared to the working
  capital position of $4,383,170 as of August 31, 2002. The primary reason for
  the increase in working capital was an increase of $2,987,256 in inventory.
  During the first quarter of Fiscal 2003, cash and cash equivalents decreased
  by $208,8786; accounts receivable, net of allowance decreased by $1,547,842;
  and, prepaid expenses increased by $101,885. Bank indebtedness increased by
  $2,404,903; however, accounts payable and accrued liabilities decreased by $1,432,767.

Accounts Receivable and Inventory represented 96.3% of current
  assets and both continue to turn over at acceptable rates.

External sources of liquidity include a bank line from the
  United States National Bank of Oregon. The total line of credit available is
  $6.0 million of which there was an outstanding balance on November 30, 2002
  of $5,370,542 and an outstanding balance as of August 31, 2002 of 2,965,639.

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

Business Risks

This annual report includes forwardlooking statements
  as that term is defined in Section 21E of the Securities Exchange Act of 1934.
  Forward-looking statements can be identified by the use of forward-looking terminology
  such as believes, expects, may, will,
  should, seeks, approximately, intends,
  plans, estimates, anticipates, or hopeful,
  or the negative of those terms or other comparable terminology, or by discussions
  of strategy, plans or intentions. For example, this section contains numerous
  forward-looking statements. All forward-looking statements in this report are
  made based on managements current expectations and estimates, which involve
  risks and uncertainties, including those described in the following paragraphs.



---

- Demand for company products may change;
- Production time and the overall cost of products could
      increase if any of the primary suppliers are lost or if any primary supplier
      increased the prices of products;
- Fluctuations in quarterly and annual operating results
      may make it difficult to predict future performance;
- Shareholders could experience significant dilution;
- The Company could lose its significant customers;
- The Company could experience delays in the delivery of
      its products;
- A loss of the bank credit agreement could impact future
      liquidity;
- The limited daily trading volume of the Companys
      common stock could make it difficult for investors to purchase additional
      shares or sell currently held shares.

Demand for Company products may change:

In the past the Company has experienced decreasing annual
  sales in the areas of home improvement products and industrial tools. The reasons
  for this can be generally attributed to worldwide economic conditions, specifically
  those pertaining to lumber prices; demand for industrial tools; and, consumer
  interest rates. If economic conditions continue to worsen or if consumer preferences
  change, the Company could experience a significant decrease in profitability.

Production time and the overall cost of products could
  increase if any of the primary suppliers are lost or if a primary supplier increased
  the prices of raw materials:

The Companys manufacturing operation, which consists
  of cutting fencing material to specific sizes and shapes, depends upon obtaining
  adequate supplies of lumber on a timely basis. The results of operations could
  be adversely affected if adequate supplies of raw materials cannot be obtained
  in a timely manner or if the costs of lumber increased significantly.

Fluctuations in quarterly and annual operating results
  may make it difficult to predict future performance:

Quarterly and annual operating results could fluctuate in
  the future due to a variety of factors, some of which are beyond managements
  control. As a result of quarterly fluctuations, it is important to realize quarter-to-quarter
  comparisons of operating results are not necessarily meaningful and should not
  be relied upon as indicators of future performance.

Shareholders could experience significant dilution:

The Company is authorized to issue up to 10,000,000 shares
  of preferred stock, without par value per share. As of the date of this Annual
  Report, no shares of preferred stock have been issued. The Companys preferred
  stock may bear such rights and preferences, including dividend and liquidation
  preferences, as the board of Directors may fix and determine from time to time.
  Any such preferences may operate to the detriment of the rights of the holders
  of the Common Stock and would cause dilution to these shareholders.

The Company could lose its significant customers:

The top ten customers of the Company represent 49% of its
  business. The Company would experience a significantly adverse effect if these
  customers were lost and could not be replaced.

---

The Company could experience delays in the delivery of its products:

The Company purchases its products from other vendors and
  a delay in shipment from these vendors to the Company could cause significant
  delays in delivery to the Companys customers. This could result in a decrease
  in sales orders to the Company.

A loss of the bank credit agreement could impact future
  liquidity:

The Company currently maintains a line of credit with U.S.
  Bank in the amount of $5 million. A loss of this credit line could have a significantly
  adverse effect on the liquidity of the Company.

The limited daily trading volume of the Companys
  common stock could make it difficult for investors to purchase additional shares
  or sell currently held shares in the open market:

The shares of the Company currently trade within the NASDAQ
  system in the United States and on the Toronto Stock Exchange in Canada. The
  average daily trading volume of the Companys common stock is 500 shares
  within the NASDAQ system and significantly less on the Toronto Stock Exchange.
  With this limited trading volume investors could find it difficult to purchase
  or sell the Companys common stock.

Item 3  Quantitative and Qualitative Disclosures about Market Risks:

Interest Rate Risk

The Company does not have any derivative financial instruments
  as of November 30, 2001. However, the Company is exposed to interest rate risk.

The Companys interest income and expense are most sensitive
  to changes in the general level of U.S. interest rates. In this regard, changes
  in U.S. interest rates affect the interest earned on the Companys cash
  equivalents as well as interest paid on debt.

The Company has a line of credit whose interest rate is based
  on various published rates that may fluctuate over time based on economic changes
  in the environment. The Company is subject to interest rate risk and could be
  subject to increased interest payments if market interest rates fluctuate. The
  Company does not expect any change in the interest rates to have a material
  adverse effect on the Companys results from operations.

Foreign Currency Risk

Management does not expect foreign currency exchange rates
  to significantly impact the Company in the future as all of the Companys
  business operations are in the United States.

Item 4. Controls and Procedures

|a) | Under the supervision and
        with the participation of our management, including our principal executive
        officer and principal financial officer, we conducted an evaluation of
        our disclosure controls and procedures, as such term is defined under
        Rule 13a-14 ( c ) promulgated under the Securities Exchange Act of 1934,
        as amended, within 90 days of the filing date of this amended report.
        Based on their evaluation, our principal executive
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

|   |                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | officer and principal financial officer concluded
      that our disclosure controls and procedures are effective.                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                            
|b) | There have been no significant
        changes (including corrective actions with regard to significant deficiencies
        or material weaknesses) in our internal controls or in other factors that
        could significantly affect these controls subsequent to the date of the
        evaluation referenced in paragraph a) above.

Part II  OTHER INFORMATION

| | Item 1. | Legal Proceedings None                                    
| | ------- | -----------------------------------------------------------
| | Item 2. | Changes in Securities None                                
| | Item 3. | Default Upon Senior Securities None                       
| | Item 4. | Submission of Matters to a Vote of Securities Holders None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
  of 1934, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized.



|                        | Jewett-Cameron Trading Company Ltd.
      (Registrant)
|----------------------- | ------------------------------------------------------
|                        |                                                       
|                        |                                                       
|                        |                                                       
|Dated: January 15, 2002 | /s/ Donald M. Boone                                   
|                        | Donald M. Boone, President/CEO/Director               
|                        |                                                       
|                        | /s/ Michael C. Nasser                                 
|                        | Michael C. Nasser, Corporate Secretary                





---

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald M. Boone, certify that:

|1. | I have reviewed this quarterly report on Form
      10-Q of Jewett Cameron Trading Company Ltd;                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this
        quarterly report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this quarterly report;                                                                   
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        quarterly report, fairly present in all material respects the financial
        condition, results of operation and cash flows of the registrant as of,
        and for, the periods presented in this quarterly report;                                                                                       
|4. | The registrants other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the registrant and we have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | The registrants other
        certifying officers and I have indicated in this quarterly report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

|Date:January 15, 2003 | /s/ DONALD M. BOONE                    
|--------------------- | ---------------------------------------
|                      | Donald M. Boone, President/CEO/Director





---

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael C. Nasser, certify that:

|1. | I have reviewed this quarterly report on Form
      10-Q of Jewett Cameron Trading Company Ltd;                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this
        quarterly report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this quarterly report;                                                                   
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        quarterly report, fairly present in all material respects the financial
        condition, results of operation and cash flows of the registrant as of,
        and for, the periods presented in this quarterly report;                                                                                       
|4. | The registrants other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the registrant and we have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | The registrants other
        certifying officers and I have indicated in this quarterly report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

|Date: January 15, 2003 | /s/ MICHAEL C. NASSER                 
|---------------------- | --------------------------------------
|                       | Michael C. Nasser, Corporate Secretary



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