UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-1S-1/A-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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JEWETT-CAMERON TRADING COMPANY LTD.

(Exact name of registrant as specified in its charter)

32275 N.W. Hillcrest

North Plains, Oregon 97133

(503) 647-0110

 (Address, including Zip Code, and Telephone Number,

Including Area Code, of Registrant's Principal Executive Offices)

Charles Cleveland

Suite 304

Rock Point Centre

Spokane, Washington 99201

 (509) 326-1029

(Name, Address, including Zip Code, and Telephone Number,

including Area Code, of Agent for Service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

If any of the securities being registered on this form are being offered on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, check the following box. /X/

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

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

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

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[1]

Pursuant to Rule 457(g) under the Securities Act of 1933, the registration fee is based on the common stock issuable upon the completion of this offering.  

[2]

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER AND SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

Prospectus

500,000 shares of common stock at $10 per share

, 20032006

Jewett-Cameron Trading Company Ltd.

32275 N.W. Hillcrest

North Plains, Oregon 97133

(503) 647-0110

Our common shares are traded on the NASDAQ Small Cap Market under the symbolJCTCF and on the Toronto Stock Exchange under the symbolJCT.

This prospectus relates to the Company’sour sale of 500,000 shares of common stock to the public.

We will receive $3,500,000$5,000,000 from the sale of this stock before paying selling commissions and legal expenses of $98,000.$125,000.  All dollar amounts referred to in this prospectus are in U.S. dollars, unless specified in Canadian.

This prospectus mayWe are not be usedrequired to make salessell any specific number of shares or dollar amount but we will use our best efforts to sell the shares. We have not made any arrangements to put investors money into any escrow or similar account. The money raised will go directly to us.

We will  end  the offering when we have  sold all of the offered common stock, or warrants unless accompanied by a prospectus supplement.

but no later than   January 5 2007.

Investing in our common stock involves a high degree of risk.

See “ Risk Factors” beginning on page 6.7.

 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is

,  2003.

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TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing in the shares. You should read the entire prospectus carefully before buying shares in this offering.

Our Company

We were incorporated in British Columbia, Canada, on July 8, 1987, as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”).  We acquired all of the shares of JCLC through a stock-for-stock exchange on July 13, 1987, and at that time Jewett-Cameron Lumber Corporation became a wholly owned subsidiary of ours.

 At this time we have no assets in Canada or have any Canadian directors.

Jewett-Cameron Lumber Corporation ("JCLC") was incorporated in the state of Oregon, USA, in September 1953.  During the next 31 years it developed a good reputation as a small lumber wholesaler based in Portland, Oregon.  In September 1984, the original stockholders sold their interest in the corporation to a new group of investors and two of those investors, Donald M. Boone, our President, and Michael Nasser, our Corporate Secretary, are active in our company today.

We acquired Material Supply International ("Material Supply") in early 1986 and it became a wholly owned subsidiary of Jewett-Cameron Lumber Corporation.  MSI-PRO CO. was incorporated in Oregon, USA. We import and distribute   pneumatic air tools and industrial clamps through MSI-PRO CO.       

We bought some of the assets of a company called, AgriBioTech Inc. twoabout three and a half years ago. These assets were a group of buildings; thirteen plus acres of land; and, some miscellaneous equipment. These assets were located at 31345 N.W. Beach Road in Hillsboro, Oregon. We are presently using t histhis facility for seed and grain processing and storage ..storage. In October 2000 we incorporated a company that we called Jewett-Cameron Seed Company. Jewett-Cameron Seed Company was formed around the assets, which we purchased from AgriBioTech Inc. Today Jewett-Cameron Seed Company is a wholly owned subsidiary of Jewett-Cameron Lumber Corporation and we store, process and sell seed and grain there.

Our wholly owned subsidiary, Greenwood Products, Inc. was incorporated in Oregon, USA in February 2002. We formed this company after Jewett-CameronJewett Cameron Lumber Corporation acquired the business and some of the assets of Greenwood Forest Products, Inc., of Portland, Oregon.  The assets acquired consistedThis business involves the processing and distribution of nearly $7,000,000 of inventory (at year end), which was scheduled to be purchased by us in eight installments over a two year period beginning in February 2002 for a price equal to the seller’s cost plus 2%. We also purchased associated furnishings, equipment and supplies for $260,000. We also purchased a license to use all of the intangible assets of Greenwood Products, Inc. for five years and we have an option to purchase these assets for a nominal amount at the end of the term. We paid for this business and the assets by using working capital and notes payable in September 2004.  Greenwood Products, Inc. is continuing the business of Greenwood Forest Products, Inc . We process and distribute industrial wood and other specialty building products, principally to original equipment manufacturers, through Greenwood Products, Inc.primarily in the transportation and recreational boating industries in the United States.  Approximately half of GPI’s sales are attributable to the recreational boating industry and are generally stronger during the winter months.  The value-added-nature of our wood components are that they will resist rust, rot and flame.  They also reduce sound and have a high degree of structural strength per pound.

In this prospectus “we,” “us” and “our” refer to Jewett-Cameron Trading Company Ltd and its direct and indirect subsidiaries.

THE OFFERING

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

You should read the summary consolidated financial data presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes to those financial statements appearing elsewhere in this prospectus. The summary consolidated financial data at and for the fiscal years ended August 31, 2005, 2004, 2003, 2002, 2001 and 2000 are derived from our consolidated financial statements. Basic earnings per share is computed using the weighted average number of shares of common stock. Book value per share excludes the effect of any outstanding stock options. Results for past periods are not necessarily indicative of results that may be expected for any future period.

At or for the Years Ended August 31,

RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this Prospectus before you decide to invest in our common stock. There is a great deal of risk involved.  Any of the following risks could affect our business, its financial condition, its potential profits or losses and could result in you losing your entire investment if our business became insolvent.The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, including those not presently known to us or that we currently deem immaterial, also may result in decreased revenues, increased expenses or other events which could result in a decline in the price of our common stock.

1.

We may decide to acquire assets or enter into business combinations, which could be paid for, either wholly or partially with our common stock and if we decide to do this our current shareholders would experience dilution in their percentage of ownership.

Our bylaws give our Board of Directors the right to enter into any contract without the approval by our shareholders. Therefore, our Management could decide to make an investment (buy shares, loan money, etc.) without shareholder approval.  If we acquire an asset or enter into a business combination, this c ouldcould include exchanging a large amount of our common stock, which could dilute the ownership interest of present stockholders.

2 . We have no employment contracts or agreements with any of our Directors and Officer s and i f any of these individuals left our company we could experience a reduction in our revenues.   

We depend on Donald M. Boone and Michael Nasser to continue to work and develop our business. At this time we do not have an employment agreement with Mr. B oone or Mr. Nasser.  We cannot be sure that they will continue to manage our affairs in the future.  If we should lose the services of one or both of the se people , or if one or both of them should decide to join a competitor or otherwise compete with us this could result in a reduction in our level of sales as some or all of our customers could decide to order from them instead of us.

3 . Future stock distributions could be structured in such a way as to be diluting to our current shareholders.

If we raise additional funds by selling more of our stock, the new stock may have rights, preferences or privileges senior to those of the rights of our existing stock .stock. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders.  The result of this would be a lessening of each present stockholder’s relative percentage interest in our company .company. This condition is often referred to as “dilution”.

4.We could experience a decrease in the demand for our products resulting in lower sales volumes, which would give us less capital with which to operate.

In the past we have experienced decreasing annual sales in the areas of home improvement products (sold thru JCLC) 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, we could experience a significant decrease in profitability.

5. Production time and the overall cost of our products could increase resulting in lower profit margins for our products if any of our primary suppliers are lost or if any of them increased their prices of raw materials.

Our 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 our operations could be adversely affected if adequateIf these supplies of raw materials cannot be obtained inlumber were not received on a timely manner or if the costsbasis, we could experience lower profit margins and possibly lose sales of lumber increased significantly.these products.                                  

6.Our shareholders could experience significant dilution if we issue our authorized preferred shares.

We are authorized to issue up to 10,000,000 shares of preferred stock, without par value per share.  Our preferred stock may bear such rights and preferences, including dividend and liquidation preferences, as our board of Directors may decide.  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.

7 . Future stock distributions could cause a change of control to new investor(s).

WeAlthough we do not currently contemplate any offerings in the near future, we may consider a future financing that, , because of the size of the related stock issuance, could result in a majority of the voting power being transferred to new investor (s). The result would be that the new shareholder (s) would control our company and persons unknown could replace current management.  

8. Our significant customers represent 49%38% of our business and if we lost them it could be possible for us to experience a significant decrease in sales.

Our top ten customers represent 49%28% of our business.  We would experience a significantly adverse effect  ifIf these customers were lost and could not be replaced.replaced, we would experience a significant decrease in sales and would have to cut back our operations.

9. We could experience delays in the delivery of our products causing us to lose business.

We purchase our products from other vendors and a delay in shipment from these vendors to us could cause significant delays in our delivery to our customers. This could result in a decrease in sales orders to us adversely affecting ourand we would experience a loss in profitability.

10. We could lose our bank credit agreement and this could result in our not being able to pay our creditors.

We have a line of credit with U.S. Bank in the amount of $8 million. We are currently in compliance with the requirements of our existing line of credit. If we lost this credit it could become impossible to pay some of our creditors on a timely basis.

11. The limited daily trading volume

There is no minimum number of our common stock could make it difficult for investors to purchase additional shares or to sell their shares in the open market.

The shares of our 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 our common stock is 500 shares in the United States and significantly less in Canada.  With this limited trading volume investors could find it difficult to purchase or sell our common stock.

11. None of the proceeds from the sale of sharesthat must be sold in this offering willand, consequently, our outstanding long-term indebtedness of $8,024,238  may not be placed in escrow and therefore there are no investor protections forreduced by the returnmaximum amount of subscription funds once accepted.proceeds we could receive from this offering.

We have not established a minimum amount of proceeds that we must receive in the offering before any proceeds may be accepted. Once accepted, the funds will be deposited into an account maintained by us and considered our general assets. None of the proceeds will be placed in any escrow, trust or other arrangement,arrangement; therefore, there are no investor protections for the return of subscription funds once accepted.

Although we currently have no Canadian Assets or Canadian Directors, if we do, you may be without any ability to sue us for violating U.S. Securities Laws and even if you can, you probably will not recover any money

We are a Canadian company. At the current time we have no directors and officers who live outside the United States nor do we have any assets in Canada or any foreign country. However, if we ever have any foreign assets or directors and officers who live outside the United States, and whose assets may be be located outside the United States it will be difficult for you to serve us or our foreign directors with a lawsuit in the United States. You probably could not recover any money  if you were to get a judgment, including judgments based on  violations of U.S. federal securities laws. It is extremely difficult for an investor to enforce a judgement obtained in U.S. Courts against a foreign person or business since Canadian law typically requires the suit to be brought in the appropriate Canadian Court. Further, you cannot sue us or our non-U.S. Directors in Canada for violation of U.S. federal securities laws since those laws  do not have force of law in Ca nada.  

FORWARD-LOOKING STATEMENTS

The statements included in this Prospectus regarding future financial performance and results and the other statements that are not historical facts are forward-looking statements. You can identify forward-looking statements by terminology including “could,” “may,” “will,” “should,” “except,” “plan,”  "expect," "project," "estimate," "predict," "anticipate," "believes", "intends", and the negative of these terms or other comparable terminology. Such statements are based upon our current expectations and involve a number of risks and uncertainties and should not be considered as guarantees of future performance. These statements include, without limitation, statements about our market opportunity, our growth strategy, competition, expected activities and future acquisitions and investments and the adequacy of our available cash resources. TheseTh ese statements may be found in the sections of this prospectus entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Investors are cautioned that matters subject to forward-looking statements involve risks and uncertainties, including economic, regulatory, competitive and other factors that may affect our business. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward looking statements.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of 500,000 shares of our common stock in this offering, based upon an assumed offering price of $7.00$10.00 per share, will be approximately $3,400,000, after deducting the underwriting discounts$4,875,000.  We estimate that our costs associated with this offering will be $125,,000, which includes legal, accounting and commissions and estimated offeringprinting expenses.

We intend to use the net proceeds of this offering to reduce our level of debt.  Our level of bank debt   was $546,000 at December 12, 2005. Our total level of debt, as of August 31, 2005, was $8,024,238.

The amounts and timing of these expenditures will vary significantly depending upon a number of factors, including, but not limited to, the amount of cash we generate from our operations. We may find it necessary or advisable to use portions of the balance of the net proceeds for other purposes, and we will have broad discretion in applying the balance of the net proceeds.

DIVIDEND POLICY

Our board of directors has never declared a cash dividend. We do not have any present intent to pay any cash dividends. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, general business condition and other factors that our board of directors may deem relevant.

 DETERMINATION OF OFFERING PRICE

The Offering price of the Common Shares was arbitrarily determined by us.  The factors considered in determining the Offering price were our financial condition and prospects, our operating history and the general condition of the securities market.  The Offering price is not an indication of and is not based upon our actual value. It bears no relationship to the current market price for our common stock, our book value, assets or earnings or any other recognized criteria of value.  The Offering price should not be regarded as an indicator of the future market price of our securities.

 DILUTION

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price of our common stock in this offering and the pro forma net tangible book value of our common stock immediately after completing this offering.  The historical net tangible book value of our common stock as of MayAugust 31, 200 32005 was $ 7,910,501$9,514,120 or $ 5.14$6.21 per share. (Post-split)    The historical net tangible book value per share of our common stock is the difference between our net tangible assets and our liabilities, divided by the number of common shares outstanding.

Our pro forma net tangible book value as of MayAugust 31, 20032005 was approximately $ 8,121,246$9,638,795 or approximately $ 4.94$6.08 per share, , after giving effect to the exercise of share purchase options to purchase an aggregate of 105,00052,500 shares of common stock by cash payment of $ 210,745 .$124,675. Pro forma net tangible book value per share represents the amount of our total net tangible assets less total liabilities, divided by the pro forma number of shares of common stock outstanding before giving effect to the sale of the shares of our common stock in this offering.

A fterDilution if 100% of the Offering is sold

After giving effect to the sale of the 500,000 shares of common stock in this offering, at an assumed public offering price of $ 7.00$10.00 per share, less the estimated underwriting discount and commissions and other expenses of the offering, our pro forma net tangible book value per share as of MayAugust 31, 200 32005 would have been $ 5.55$7.08 if none of the stock options had been exercised and $5.37$6.79 if all of the stock options had been exercised .exercised. This represents an immediate increase in net tangible book value per share fully diluted of $ 1.63$0.58 to existing shareholders and immediate dilution in net tangible book value of $ 1.63$3.21 per share to new investors purchasing our common stock in the offering at the public offering price. The following table illustrates the per share dilution option:

Dilution per share to new investors is determined by subtracting pro forma net tangible book value per share after this offering from the public offering price per share paid by a new investor.  If any shares are issued in connection with outstanding options, you will experience further dilution.

The following table summarizes the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid by the existing stockholders and by new investors in this offering, before deducting the estimated underwriting discount and commissions and other expenses of the offering.

The share data in the table above is based on shares outstanding as of August 31, 2005 (but includes 52,500 shares issued pursuant to stock options after August 31, 2005, for which funds were received in advance).

Dilution if 50% of the Offering is sold

After giving effect to the sale of the 250,000 shares of common stock in this offering, at an assumed public offering price of $10.00 per share, less the estimated expenses of the offering, our pro forma net tangible book value as of August 31, 2005 would have been $6.67 if none of the stock options had been exercised and $6.37 if all of the stock options had been exercised. This represents an immediate increase in net tangible book value per share fully diluted of $0.16 to existing shareholders and immediate dilution in net tangible book value of $3.63 per share (fully diluted) to new investors purchasing our common stock in the offering at the public offering price. The following table illustrates the per share dilution if 50% of the offering is sold:

The following table summarizes the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid by the existing stockholders and by new investors in this offering, before deducting the estimated expenses of the offering.

The share data in the table above are based on shares outstanding as of June 24, 2003 August 31, 2005.  (but includes 52,500 share issued pursuant to stock options after August 31, 2005, for which funds were received in advance).  The number of outstanding shares at that date excludes:

105,000Dilution if 10% of the Offering is sold

After giving effect to the sale of the 50,000 shares of common stock issuable upon exercisein this offering, at an assumed public offering price of outstanding$10.00 per share, less the estimated expenses of the offering, our pro forma net tangible book value as of  August 31, 2005 would have been $6.25 if none of the stock options at a weighted average exercise pricehad been exercised and $5.93 if all of $ 2.01the stock options had been exercised. This represents an immediate decrease in net tangible book value per share ;fully diluted of $0.27 to existing shareholders and 100,000immediate dilution in net tangible book value of $4.07 per share (fully diluted) to new investors purchasing our common stock in the offering at the public offering price. The following table illustrates the per share dilution if 10% of the offering is sold:

The following table summarizes the number of shares of common stock that will be reserved f o r future issuance.purchased from us, the total consideration paid and the average price per share paid by the existing stockholders and by new investors in this offering, before deducting the estimated expenses of the offering.

The share data in the table above are based on shares outstanding as of August 31, 2005.  (but includes 52,500 share issued pursuant to stock options after August 31, 2005, for which funds were received in advance).

CAPITALIZATION

The following table shows our capitalization, as of MayAugust 31, 2003:2005. Since that time 52,500 share purchase options were exercised by the President of the Company, Donald M. Boone.

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

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SELLING SECURITY HOLDERS

There are no Selling Shareholders in this offering.

 PLAN OF DISTRIBUTION

This is not an underwritten offering.offeringand we are not required to sell our shares.

We are offering the shares on a "best efforts" basis directly through our officers and directors, who will not receive any commissions or other remuneration of any kind for selling shares in this offering, other than reimbursement of offering expenses incurred by them. The only officers and directors who will be selling the stock on behalf of our company are Donald M. Boone, President/Director and Michael Nasser, Secretary. This offering will commence promptly after the effectiveness of the registration statement of which this prospectus is a part. This offering will be made on a continuous basis for a period of 90 days, unless extended by us in our sole discretion, for up to an additional 90 days. ThisWe may terminate this offering may be terminated by us earlier if we sell all of the shares being offered or we decide to cease selling efforts.

 This offering is a self underwrittenself-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. We may sell shares from time to time in one or more transactions directly by us or, alternatively, we may offer the shares through brokers or sales agents, who may receive compensation in the form of commissions or fees. (We would expect to hire broker-dealers to sell shares in the offering if they express an interest in doing so and we are unable to sell the offering on our own) We may also hire licensed broker-dealers (“Agents”) to sell these shares on a “best efforts” basis.basis if they express an interest in doing so.  There are no underwriters involved in this offering.  If we retain Agents to sell these shares, we will pay the Agents a selling commission of up to 10% of the gross offering proceeds attributable to the shares, which they sell.   We and any Agents, which we might hire, will indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933. Any broker, dealer or sales agent that participates in the distribution of shares may be deemed to be an underwriter, and any profits on the sale of the shares by any such broker, dealer or sales agent and any commissions and fees received by any such broker, dealer or sales agents may be deemed to be underwriting compensation under the Securities Act.

We will  end  the offering when we have  sold all of the offered common stock, but no later than   January 5, 2007.

 The shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states. We will not qualify our offering  in any states but Washington and Oregon.To comply with the securities laws of certain jurisdictions, as applicable, the shares may be required to be offered and sold only through registered or licensed brokers or dealers. If such registered or licensed brokers or dealers are engaged, the total commission and fees paid to such brokers and dealers in connection with the sale of shares will not exceed 10% of the selling price of the shares.

In connection with their selling efforts in the offering, our officers and directors will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, but rather will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer's securities. The conditions to obtaining this exemption include the following:

• None of the selling persons are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of participation;

• None of the selling persons are compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

• None of the selling persons are, at the time of participation, an associated person of a broker or dealer, and

• All of the selling persons meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform or are intending primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities, and (B) are not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months, and (C) do not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on this rule.

In addition, in connection with this offering, licensed broker-dealers who are hired may engage in passive market making transactions in our common stock on Nasdaq immediately prior to the commencement of the offering in accordance with Regulation M. Passive market making presently consists of displaying bids on Nasdaq limited by the bid prices of market makers not connected with such offering and purchases limited by such prices and effected in response to order flow. Net purchases by a passive market maker on each day are limited in amount to 30% of the passive market maker's average daily trading volume in our common stock during the period of the two full consecutive calendar months prior to the determination of the offering price in connection with a sale pursuant to this prospectus and must be discontinued when such limit is reached. Passive market making may stabilize the market price of our common stock at a level above that which might otherwise prevail and, if co mmenced, may be discontinued at any time.  Passive market making may cause the price of the common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. If a licensed broker-dealer commences passive market making transactions, the broker-dealer may discontinue them at any time.

 We have not established a minimum amount of proceeds that we must receive in the offering before any proceeds may be accepted. We cannot assure you that all or any of the shares offered under this prospectus will be sold. No one has committed to purchase any of the shares offered. We reserve the right to withdraw, cancel or modify this offer and to accept or reject any subscription in whole or in part, for any reason or for no reason. Subscriptions will be accepted or rejected promptly. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Any accepted subscriptions will be made on a rolling basis. Once accepted, the funds will be deposited into an account maintained by us and considered our general assets. Subscription funds will not be placed into escrow, trust or any other similar arrangement. There are no investor protections for the return of subscription funds once accepted. Certificates for shares purchased will be issued and distributed by our transfer agent within 10 business days after a subscription is accepted and "good funds" are received in our account. Certificates will be sent to the address supplied in the investor subscription agreement by certified mail. S ubscribersSubscribers will not be considered shareholders until they are issued stock certificates.

 Our officers, directors, existing stockholders and affiliates may purchase shares in this offering and there is no limit to the number of shares they may purchase.

An agreement to purchase the Common Shares offered hereby (the “Subscription Agreement”) accompanies this Prospectus.  Subject to availability and our right to reject subscriptions, in whole or in part, for any reason, Common Shares may be subscribed for by completing, executing and returning the Subscription Agreement, together with payment for all shares subscribed for, to Jewett-Cameron Trading Company Ltd., P.O. Box 1010, , North Plains, Oregon 97133.  Our acceptance of a subscription shall be evidenced solely by the delivery to the subscriber of a written confirmation of sale.  Our receipt of a Subscription Agreement and/or deposit by the Company of payment for the subscribed shares as described below shall constitute acceptance of a subscription.  

Warranties by Subscribers

By signing the Subscription Agreement each investor is representing and warranting to us that he or she has indicated his or her true state of legal residence.

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

Termination of Offering

We can terminate this Offering at any time prior to the sale of all 500,000 Common Shares offered hereby.

 DESCRIPTION OF SECURITIES

The following description of our capital stock and provisions of our certificate of incorporation and by-laws are summaries and are qualified by reference to th ose documents. Copies of these documents have been filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.

Our common stock is issued in registered form.  Computershare Investor Services, Inc. (located in Vancouver, British Columbia, Canada) is our registrar and transfer agent.

We completed a three for two stock split on February 26, 2003.  All references in this document to per share prices and the number of shares refersrefer to post-split data unless otherwise indicated.

Our common shares trade on the NASDAQ Small Capital stock exchange in the United States. Our stock trades under the symbol "JCTCF" and CUSIP# 47733C-20-7.  Our common stock began trading on NASDAQ in April 1996.

Our common shares also trade on the Toronto Stock Exchange that is located in Toronto, Ontario, Canada, under the trading symbol "JCT".  Our common stock started trading on the Toronto Stock Exchange in February 1994.

There are no restrictions that limit our ability to pay dividends on our common stock.  We have not declared any dividends since incorporation and we do not anticipate that we will do so in the foreseeable future.  Our present policy is to retain future earnings for use in the operations and expansion of our business.

If dividends were to be paid, Canadian law states that in the case of dividends paid to residents not of Canada, the Canadian tax is withheld, which means only the net amount to the shareholder is paid.  Article X of the Tax Convention provides that the rate of tax on dividends paid to residents of the United States is generally limited to 15% of the gross dividend (or 10% in the case of certain corporate shareholders owning at least 10% of the Registrant’s voting shares).  In the absence of the treaty provisions, the rate of Canadian withholding tax imposed on non-residents is 25% of the gross dividend.  Stock dividends received by non-residents from the Registrant are taxable by Canada as ordinary dividends.

Upon the completion of this offering, our authorized capital stock will consistnot change. Our outstanding shares will increase to 1,965,585 shares of common stock outstanding . Prior to this offering, we had 1,465,858 shares of common stock outstanding held by 30 registered shareholders.

Our authorized capital consists of 20,000,000 shares of common stock, no par value per share, and 10,000,000 shares of preferred stock, no par value per share, all of which shares of preferred stock are undesignated. Prior to this offering (May 31, 2003) , we had 1, 538,408 shares of common stock outstanding held by 350 stockholders of record. We had no shares of preferred stock outstanding.

COMMON STOCK

 Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive proportionately our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are and the shares offered by us in this offering will be, w henwh en issued and paid for, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which we may designate, and issue in the future.

PREFERRED STOCK

The board of directors has the authority, without action by the stockholders, to designate and issue preferred stock and to designate the rights, preferences and privileges of each series of preferred stock, which may be greater than the rights attached to the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the board of directors determines the specific rights attached to that preferred stock. The effects of issuing preferred stock could include one or more of the following:

There are currently no shares of preferred stock outstanding.

There are currently no warrants outstanding.

OPTIONS

We can grant stock options to our directors and employees; however, we do not have a formal written stock option plan.employees.

Under the rules of the Ontario Securities Commission we can grant stock option soptions for up to 10% of the number of shares that are outstanding at the time. We cannot; however, give any one person more stock options than 5% of the shares outstanding. The stock option price must be equal to the fair market value of the stock on the day we grant the options. (This value is subject to a 10% discount, which is mandated by the Ontario Securities Commission.)  

Currently there are no shares reserved for issuance pursuant to outstanding warrants, rights or convertible securities.  The Company does; however,We  have 105,00052,500 share purchase options outstanding.

ANTI-TAKEOVER PROVISIONS

Some provisions of our certificate of incorporation and bylaws, may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in one’s best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

The terms of certain provisions of our certificate of incorporation and bylaws may have the effect of discouraging a change in control. Such provisions include the requirement that all stockholder action must be effected at a duly-called annual meeting or special meeting of the stockholders and the requirement that stockholders follow an advance notification procedure for stockholder business to be considered at any annual meeting of the stockholders.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. However, in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed to stockholders or made public, whichever first occurs. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude, delay or discourage stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Stockholder Action; Special Meeting of Stockholders

Our certificate of incorporation eliminates the ability of stockholders to act by written consent. It further provides that special meetings of our stockholders may be called only by our Chairman of the Board, Chief Executive Officer, President, a majority of our directors or committee of the board of directors specifically designated to call special meetings of stockholders. These provisions may limit the ability of stockholders to remove current management or approve transactions that stockholders may deem to be in their best interests and, therefore, could adversely affect the price of our common stock.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to effect a change in our control or change in our management by means of a proxy contest, tender offer, merger or otherwise.

Charter Amendments

British Columbia law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless either a corporation’s certificate of incorporation or bylaws require a greater percentage.

O UROUR BUSINESS

General Development of Business

We were incorporated in British Columbia, Canada, on July 8, 1987, as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”).  We acquired all of the shares of JCLC through a stock-for-stock exchange and on July 13, 1987 Jewett-Cameron Lumber Corporation became a wholly owned subsidiary of ours.

Jewett-Cameron Lumber Corporation was incorporated in the state of Oregon, USA, in September 1953.  During the next 31 years it developed a good reputation as a small lumber wholesaler based in Portland, Oregon.  In September 1984, the original stockholders sold their interest in the corporation to a new group of investors.  Two of these investors, Donald Boone and Michael Nasser, are now associated with our company.  Donald Boone is our President and Michael Nasser is our Secretary.

Jewett-Cameron Lumber Corporation purchased another company, Material Supply International ("Material Supply") in early 1986.  MSI-PRO CO., incorporated in April 1996, is a successor to that company. It is a wholly owned subsidiary of Jewett-Cameron Lumber Corporation and imports and distributes pneumatic air tools and industrial clamps under the name “MSI-PRO CO.”.  

Our wholly owned subsidiary, Jewett-Cameron South Pacific Ltd. ("JCSP") was incorporated in the Kingdom of Tonga in July 1990.  We closed our operations in Tonga in 2001.

OurA second wholly owned subsidiary of Jewett Cameron Lumber Corporation is Jewett-Cameron Seed Company (“JCSC”) was, incorporated in Oregon, USA in October 2000. We formed Jewett-Cameron Seed Company after we acquired certain assets of a notheranother company called AgriBioTech Inc. The assets that we acquired a reare located at 31345 N.W. Beach Road in Hillsboro, Oregon. The assets that we purchased were thirteen plus acres of land; 105,000 square feet of buildings; rolling stock; and, equipment.  We use this facility for seed and grain processing, storage and brokerage.  We now operate this business as a seed and grain processing, storage and brokerage business.

Our wholly-ownedthird wholly owned subsidiary, Greenwood Products, Inc. was incorporated in Oregon, USA in February 2002. We formed this company as a subsidiary of Jewett-Cameronafter Jewett Cameron Lumber Corporation after we acquired some of the business and certain assets of Greenwood Forest Products, Inc., of Portland, Oregon. These assets consisted of nearly $7 million of inventory, some furnishings, equipment and supplies and a license to use all of the intangible assets of the seller for a five-year term along with an option to purchase them for a nominal amount at the end of the term. The initial acquisition price was paid from our working capital and we purchased the inventory utilizing capital provided by our working capital and working capital loans. Greenwood Products, Inc. is continuing the business of Greenwood Forest Products, Inc.  This business involves the processing and distribution of industrial wood and other specialty building products, principally to original equipment manufacturers.manufacturers, primarily in the transportation and recreational boating industries in the United States.  Approximately half of GPI’s sales are attributable to the recreational boating industry and are generally stronger during the winter months.  The value-added-nature of our wood components are that they will resist rust, rot and flame.  They also reduce sound and have a high degree of structural strength per pound.

Financial Information About Business Segments

The table below summarizes certain financial information about our subsidiaries for the past three years.

Narrative Description of Business

The following is a description of our business.

Industrial Wood Products

Greenwood Products Inc.

Our subsidiary Greenwood Products Inc operates out of  their facilities in Tiagard, Oregon . This portion of our business i nvolves the processing and distribution of industrial wood and other specialty building products, principally to original equipment manufacturers , primarily in the transportation and recreational boating industries in the United States.  Approximately half of GPI’s sales are attributable to the recreational boating industry and are generally stronger during the spring and summer months.  The value -added-nature of our wood components are engineered to proprietary specifications and tolerances Products include cheese boxes, kiln sticks, diving boards blanks, scaffolding, laminated veneer lumber and specialty panels.. Users would be manufacturers of boats, buses, and subway cars. Specific products include, marine panels, yacht grade cherry lumber,dB-Ply Marine plywood panels, laminated veneer lumber, one-piece LVL Stingers, XL Indus tril Panels, Select Boat Panel,  and Panelam Panel.

During Fiscal 2005/2004/2003, sales of Greenwood Products, Inc. to original equipment manufacturers represented about 34%, 35% and 29% respectively of our total revenue; with transportation and recreational boating industry sales representing 41% in 2005, 39% in 2004, and 51% in 2003 respectively.  GPI’s sales increased to $55.4 million in 2005 from $52.7 million in 2004; and $52.7 million in 2004 from $44.2 million in 2003. 

Below is a list of GPI’s major customers from whom we derive 10% or more of our revenues and the percentage of  total sales from each one of them.

GPI has no backlog of orders.

GPI has no patents, trademarks, licenses, or concessions.

Lumber and Buillding Materials

Jewett-Cameron Lumber Corporation

Our subsidiary JCLC operates out of facilities located in North Plains, Oregon, and Ogden, Utah.Oregon. Through Jewett-Cameron Lumber Corporation we compete in the following business segments: warehouse distribution and direct sales of building materials to home improvement centers which are located primarily in the Pacific and Rocky Mountain regions of the United States; the export of finished building materials to export customers who are located primarily in Central and South America; and, we sell specialty wood products for both government and industrial sale. This area of our business is done primarily on a contract-bid basis. This means that we only sell products after we have been told that our bids for these products were accepted and we are given a contract, which states that our customers will purchase the products from us.

During Fiscal 2002/2001/2000,2005/2004/2003, sales of Greenwood Products, Inc., which is a subsidiary of our subsidiary Jewett-Cameron Lumber Corporation in combination with the sales ofby Jewett-Cameron Lumber Corporation to home improvement centers represented about 92.2%/87.6%/95.3%18%, 18% and 13%, respectively of our total revenue; with export, industrial tools and seed processing and sales representing 7.8%/12.4%/4.7%8%, 8% and 7% respectively.  The Fiscal 2002 decrease in the percent related to export, industrial tools and seed processing and sales was a result of the increased revenues from the first partial year of operations, which included the Greenwood Products, Inc.

Through JCLC we sell products to the home improvement industry. This is an industry that, in the past, has not been subject to major business cycles; however, the current economic downturn has been detrimental for this market and we have experienced a decrease in the sale of these products. Traditionally, the new home construction portion of the lumber industry is highly sensitive to the US economy and interest rates and this industry usually suffers during periods of economic decline and high interest rates because of the reduction in housing starts.  Through JCLC we have concentrated on building a customer base in the residential repair and remodeling segment of the industry because we believe that this is a growing market that is fueled by professional remodelers and do-it-yourself homeowners.  We believe that this market is less sensitive to downturns in the U.S. economy than is the market for new home construction.

The products that we sell through JCLC are not unique and with few exceptions are available from multiple suppliers; however, the service which we provide is unique in that it includes bar coding of all products; shrink wrapping of all individual orders; and, just in time delivery to most customers.

Our current products in this area are:

Fencing – A mix of widths, heights, textures, species, prefabricated panels, split rail, and pickets that are appropriate for the home improvement centers and a similar array of posts, post caps, and rails.

Residential Decking – A selection of widths, lengths, species, treated and stained products along with accessories

          such as railings and step risers.

Lattice

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

Garden Timbers – Treated, untreated, or stained including cherry tone garden ties, bender board, stakes and lath.

Gates

Arbors

Pine shelving and furring.

Fire retardant dimension lumber and plywood.

Dimension lumber.

Plywood and oriented strand board.

Dowels

Kennels

Greenhouses

Portable storage buildings

Outdoor seating

Non-wood items which we sell through Jewett-Cameron Lumber Company include kennels, greenhouses, portable storage buildings, metal gates and metal fencing.  These items are sold in the home improvement departments of our customers.

Our distribution center and headquarters office facility in North Plains, Oregon was completed in November 1995.  This complex includes 40,000 square feet under roof of warehouse, office, and manufacturing space on five paved acres.

This facility gives us the ability to provide a broad range of products and services to our customer base which is located between Northern California and Alaska.

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

Inventories are maintained at both of these facilities and are shipped from them to home improvement center customers.  During the season’s peak, some of the material, which we sell, is also shipped directly from the producing mill to the customer; as a result, we sell both out of our warehouse facilities and mill direct.

We have no patents, trademarks, licenses, franchises, or concessions relating to any of our products and as a result they are not factors in our business.

Historically, we have received commitments from a number of large home improvement chains in the late fall/early winter to supply products to them at a fixed price for a specified period of time; i.e., for three months of firm pricing once the season begins. We see no reason for this situation to change in the future.

Below is a list of our major customers customers from whom we derive 10% or more of our revenues and the percentage of our total sales from each one of them.

The home improvement business is seasonal, with most of our sales in this industry occurring between February and August.  As mentioned earlier, historically we have negotiated an agreement with each of our major home center customers in the fall of the year for the coming home improvement season.  Our deliveries for the new season to these customers normally begin in late February.

We begin buying inventory for the next home improvement season in late fall each year.  Consequently, an inventory buildup occurs until the heavy selling by us begins in February.  Our inventories continue to remain high for a few months and then gradually decline to seasonal low levels at the end of the summer.

Backlog orders are not a factor in our business.  We only process orders on an as-needed basis.

No material portions of our business are subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government.

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

Our home improvement center market area consists of stores in Alaska, northern California, Oregon, and Washington.    We sell and deliver to these stores from our facilities in North Plains, Oregon. We sell and deliver to our customers located in Utah, Colorado, Idaho, Wyoming, Montana, and northern Nevada from our facility in Ogden, Utah.  

During the spring of 1993, we acquired a manufacturing plant to produce several lines of products for home improvement center customers.  The plant was moved to a larger facility in Portland in August 1993, and subsequently was moved to an existing building at our North Plains facility in March 1995.  At this plant we custom cut cedar fencing productsmanufacture diving board blanks and pine boards.scaffold planking..

Seed Processing and Sales

Jewett-Cameron Seed Company (“JCSC”),

JCSC brings unmarketable seeds from customers and processes it so that it becomes marketable. Processing means removing imperfect, lightweight, hollow seeds which cannot germinate normally, as well as removing field impurities, weeds, and noxious weed seed. JCSC also bags, palletizes, shrink wraps, stores and subsequently ships the product. JCSC performs the foregoing services for growers and/or for themselves in the case where JSCS buys the "raw product".

Industrial Tools/Clamps

MSI-PRO CO.

MSI-PRO CO. operates from the same facilities as JCLC. Through MSI-PRO CO. we import and distribute both pneumatic air tools and industrial clamps.  We sell these products throughout the United States and Canada to distributors and original equipment manufacturer customers.  These sales are made through a network of agents and representatives, each of whom is an independent contractor representing between 10-to-15 other manufacturers who sell to similar customers but are not selling competing lines.  Through MSI-PRO CO. we have agents and representatives that cover major industry groupings including industrial suppliers, automotive suppliers, and woodworking suppliers.

The pneumatic air tools, manufactured and sold under the name MSI-PRO CO., are of a light industrial application and are moderately priced.  MSI-PRO CO. exclusively markets the MSI-PRO CO. line.

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

The products that we sell through MSI-PRO CO. have been manufactured for us by several suppliers in Taiwan and South Korea.  More than one supplier is able to manufacture all of our products.

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

MSI-PRO CO. is a registered trademark in the United States and Canada.  We do not have any other patents, licenses, franchises, or concessions.  

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

The U.S. sales volume in industrial clamps is approximately US$400 million annually.  There are fewer competitive lines available and we expect to gain a larger share of the market in industrial clamps than in pneumatic air tools.

There are no customers that purchase 10% or more of our products in any one year.  Our backlog orders are not a major factor. No portion of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government.

Jewett-Cameron South Pacific Ltd.

Our Tongan corporation, JCSP, until Fiscal 1999, consisted of three retail building material yards located on separate islands of the Kingdom of Tonga.  Products which we sold included finished lumber, plywood, hardboard, cement, roofing, rebar, windows, doors, plumbing fixtures, floor tile, and other miscellaneous building materials.

In Fiscal 1999 we made the decision to wind down our operations in Tonga and, as of August 31, 2001, we had no remaining interests in Tonga.

LEGAL PROCEEDINGS

One of our subsidiaries is a  plaintiff in a lawsuit filed in Portland, Oregon, entitled,Greenwood Products, Inc. et al v. Greenwood Forest Products, Inc., et al., Cause No. 05-03-02553 (Multanomah County Circuit Court).  The litigation involves a purchase agreement to acquire inventory from Greenwood Forest Products Inc (“GFP”).  The amount in dispute is approximately $600,000, with a trial date anticipated in the middle of March 2006. We are vigorously pursuing the matter and believe we will ultimately succeed on the merits..

The Company does not know of noany other material, active or pending legal proceedings against usthem; nor are weis the Company involved as a plaintiff in any other material proceeding or pending litigation.

We know  The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of ours.       the Company.

MARKET INFORMATION

Our common stock is issued in registered form.  Computershare Investor Services, Inc. (located in Vancouver, British Columbia, Canada) is the registrar and transfer agent for our common stock.

On August 12, 2003,November 1, 2005, the shareholders’ list for our common shares showed 30 registered shareholders and 1,538,4081,465,858 shares outstanding, including 2422 registered holders in the United States holding 1,534,1601,455,910 shares.

Our common shares trade on the NASDAQ Small Capital stock exchange in the United States. The trading symbol on NASDAQ for our common stock is “JCTCF” and the cusip number for our common stock is 47733C-20-7.  Our common stock began trading on NASDAQ in April 1996.

The following table sets forth, in U.S. dollars and in dollars and cents (in lieu of fractions), the high and low sales prices for each of the calendar quarters indicated, on the NASDAQ Small Capital stock exchange of our common shares for the last nineeight fiscal quarters.   The price was $5.65$ $6.06 on 2/28/03.November 30, 2005.

NASDAQ Small Capital Stock Exchange

Common Shares Trading Activity

Our common shares also trade on the Toronto Stock Exchange in Toronto, Ontario, Canada, under the trading symbol "JCT".  Our common stock began trading on the Toronto Stock Exchange in February 1994.

(1)

The closing price reflects a three for two forward stock split which was payable to shareholders of record on February 28, 2003

(2)

The closing price reflects a three for two forward stock split which was payable to shareholders of record on February 28, 2003.

Table No. 2 listsfollowing table sets forth the volume of trading and high, low and closing sales prices on the Toronto Stock Exchange for ourthe Company's common shares forfor: the last five fiscal years, the last eight fiscal quarters.  The price was CDN$8.68 on 2/28/03.

Toronto Stock Exchange

Common Shares Trading Activity

(Sharequarters, and the last six months.  Prices Expressed in Canadian Dollars)

(1)

The closing price reflectsare adjusted for a three for two forwardthree-for-two stock split which was payable to shareholders of record on February 28, reflected in trading effective 2/27/2003.

(2)

Ibid

There are no restrictions that limit our ability to pay dividends on our common stock.  We have not declared any dividends since incorporation and do not anticipate declaring any dividends in the foreseeable future because our present policy is to retain future earnings for use in our operations and the expansion of our business.

If dividends were to be paid, Canadian law states that in the case of dividends paid to residents not of Canada, the Canadian tax is withheld by us, which remits only the net amount to the shareholder.  By virtue of Article X of the Tax Convention, the rate of tax on dividends paid to residents of the United States is generally limited to 15% of the gross dividend (or 10% in the case of certain corporate shareholders owning at least 10% of the our voting shares).  In the absence of the treaty provisions, the rate of Canadian withholding tax imposed on non-residents is 25% of the gross dividend.  Stock dividends received by non-residents from us are taxable by Canada as ordinary dividends.

SELECTED FINANCIAL DATA

The selected financial data in the following table is for Fiscal 2005/2004/2003/2002/2001/20002001 ended August 31st and it was derived from the financial statements of our Company which were audited by Davidson & Company, independent Chartered Accountants, as indicated in their report which is included elsewhere in this document.  The selected financial data for Fiscal 1999/19982002/2001 was derived from audited financial statements of theour Company, not included herein.

The selected financial data was extracted from the more detailed financial statements and related notes included herein and  should be read in conjunction with such financial statements and with the information appearing under the heading, "Management's Discussion and Analysis of Financial Condition and Results of Operations".

Annual Selected Financial Data

(Share date is notdata adjusted for 3:2 stock split which occurred during Fiscal 2003)

(Dollars in 000, except per share data)

Quarterly Selected Financial Data

(Share data adjusted for 3:2 stock split which occurred during Fiscal 2003)

(Dollars in 000, except per share data)

Quarterly Selected Financial Data for Fiscal 2003 (year to date)

(Dollars in 000, except per share data)

(11/30/02 and 2/28/03 share data is pre-split)

(1) Does not reflect three for two forward split which was effective for shareholders of record on February 28, 2003.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion ofrelates to our financial condition, changes in financial condition and results of operations for the fiscal years ended 8/31/2002, 20012005, 8/31/2004, and 20008/31/2003. This discussion should be read in conjunction with our financial statements, which are prepared in accordance with U.S. GAAP.

Results of Operations.

Three months ended May 31, 2003 and 2002:

Our operations are classified into four principle industry segments: salesthe sale of lumber and building materials sales of wood products with industrialto home improvement centers in the United States; the processing and OEM applications, salessale of industrial products to original equipment manufacturers in the United States; the sale of pneumatic air tools and salesindustrial clamps in the United States; and, the processing and sale of processed agricultural seeds and grain.in the United States. Sales of building materials have traditionally consisted of wholesale sales of lumber and building materials in the United States. This has transitioned to include both wood and non-wood items.  Sales in this category are attributable to Jewett Cameron Lumber Corporation, a wholly owned subsidiary of woodours and consist primarily of home improvement products with(sold thru JCLC) such as fencing materials, dimension lumber, green houses, dog kennels, outdoor umbrellas, etc. These sales occur year-round; however, they are greater in the spring and summer months. Sales a nd processing of industrial and OEM applicationsproducts to original equipment manufacturers consist of wholesale sales of wood products primarily to the transportation and recreational boating industries in the United States. Sales in this category are attributable to Greenwood Products, Inc., a wholly owned subsidiary of Jewett Cameron Lumber Corporation. Approximately 50% of Greenwood Product’s sales are attributable to the recreational boating industry and are generally stronger during the spring and summer months. Sales of pneumatic air tools and industrial toolsclamps consist of the distribution of pneumatic air tools and industrial clamps in the United States. Sales in this category are attributable to MSI-PRO Co., a wholly owned subsidiary of processedJewett Cameron Lumber Corporation.   The processing and sale of agricultural seeds and grain consistconsists of the distribution of processed agricultural seeds and grain in the United States. Sales in this category are attributable to Jewett Cameron Seed Company, a wholly owned subsidiary of Jewett Cameron Lumber Corporation. Harvest months in the Northwest are June through September, and, consequently, a greater portion of the revenues attributable to Jewett Cameron Seed Company occurs during this time of year. Our major distribution centers arecenter is located in North Plains, Oregon and Ogden, Utah.Oregon.

For

Internal Controls Over Financial Reporting

In connection with the third quarteraudit of our consolidated financial statements for the current fiscal year ended  MayAugust 31, 2003, sales decreased 23.5%2005, our independent auditors did not identify any material weaknesses in our internal controls over financial reporting.  As a result, we did not receive an adverse attestation from our independent auditors regarding Sarbanes-Oxley Section 404 compliance.

Results of Operations.

Fiscal 2005 Ended August 31, 2005 versus Fiscal 2004

Sales increased 5% to $14,998,178$74.6 million during Fiscal 2005 as compared to $19,597,409$71.3 million in Fiscal 2004.  The majority of the increase in our sales was attributable to Greenwood Products. Sales of industrial wood products by Greenwood increased $2.7 million. This was due to an enlarged customer base and fluctuations in the price of raw materials that were passed on to our customers.

Sales of building materials and components of the home improvement business by Jewett Cameron Lumber increased $564 thousand. The increased sales of lumber and building materials resulted from the introduction of new products, which occurred two years ago. These products include dog kennels, greenhouses and outdoor patio accessories. The market awareness of these products has increased since their introduction, because of the increased use of manufacturer’s representatives, which resulted in a greater number of sales personnel covering the market.

Gross profit for Fiscal 2005 increased 13% to $9.29 million as compared to $8.24 million for the same quarterfiscal year ended August 31, 2004. The gross margins increased because we have been able to charge our wholesale customers higher prices. (The introductory pricing utilized during the introduction of the previousnewer products was increased during the past two years and accepted by the customers.)

Operating expenses increased by $742 thousand comparing Fiscal 2005 with Fiscal 2004. Both general and administrative expenses and depreciation expense increased slightly. The more substantial increased occurred in the category of wages and employee benefits, which increased, by $694 thousand comparing Fiscal 2005 with Fiscal 2004. The primary reasons for the increase in this category were medical insurance increases and additional performance bonuses.

Because of reduced inventory levels, financing and interest expense decreased by $46 thousand comparing Fiscal 2005 with Fiscal 2004.

Net Income increased to $931,088 in Fiscal 2005 from $567,140 in Fiscal 2004.  Basic Earnings Per Share were $0.63 for Fiscal 2005 compared to $0.39 for the prior fiscal year; Diluted Earnings Per Share were $0.60 in Fiscal 2005 compared to $0.37 for the prior fiscal year.

Net incomeIndustrial Wood Products (Greenwood Products Inc.)

This division’s sales increased 5% to $55.4 million in Fiscal 2005 (FY2004 = $52.7 million).  Revenue was again enhanced by strong sales to the boat building and transportation industries (bus, subway, specialized truck carriers, etc.).  Before the end of the fiscal year, we broadened our supplier contacts.  We have a practice of providing short-term fixed-price supply agreements and fixed price sales agreements up to three months. Divisional profitability decreased by 3% for the quarter was $215,723 which represents a 34% decreaseFiscal Year ended August 31, 2005 as compared to the third quarterFiscal Year ended August 31, 2004.  This decrease occurred because of normal fluctuations in the price of raw materials and the use of introductory pricing for new customers.

Lumber and Building Materials (Jewett-Cameron Lumber Company)

Our lumber and building material division’s sales rebounded again in Fiscal 2005 in response to new products introduced in mid-2003, reversing the declines in recent years.  Jewett-Cameron Lumber Company again recorded a loss in the amount of ($156,902) for the fiscal year ended August 31, 2005 as compared to a loss in the amount of ($581,070) for the fiscal year ended August 31, 2004. Losses within this division have occurred during the last three fiscal years because of the lastcontinued restructuring costs associated with the the new product lines and new customer base. We believe that profitability within this division will begin to occur during fiscal year2006 when net income was $326,427.  all the previous restructuring becomes finalized.

Basic e arnings per share were $0.15 for the third quarter of Fiscal 2003 compared to $0.23 for the third quarter of fiscal 2002.

The principal reasons for the 23.5% decrease in sales during the third quarter of Fiscal 2003 and the 34% decrease in net income were reductions in our raw commodity sales (fencing materials, decking materials and landscape materials) and in products associated with marine applications.

Revenue:	Divisional Income (Loss)
FY2005: $13.3 million	($157 thousand)
FY2004: $12.8 million	($581 thousand)
FY2003: $ 7.1 million	($125 thousand)

We attribute the decreaserevenue improvement to the successful introduction of new “non-wood” products, including kennels, greenhouses, portable storage buildings, outdoor seating, metal gates and metal fencing.  Such products represented nearly three-fourths of sales, which is consistent with FY2004.  This broader product line continues to allow us to utilize our strong marketing contacts at the big-box home improvement retailers and to gain entry into a more diversified mix of retailers We manufacture these new products, through supply contracts in raw commodityAsia.  

Seed Processing and Sales (Jewett-Cameron Seed Company)

Sales attributable to Jewett-Cameron Seed Company were virtually the same during FY2005 as they were in FY2004.

Industrial Tools

Sales grew 8.3% to $1,083,180 and profits grew 34% to $120,238.  We attribute the increase in profitability to wholesale pricing differences, and corporate re-structuring.

Fiscal 2004, ended August 31^st vs. Fiscal 2003

Sales increased 29% to $71.4 million during Fiscal 2004 as compared to $55.4 million in Fiscal 2003.  The increase in sales was across the board, with particular strong growth at Greenwood Products Inc. and the turn-around of business at Jewett-Cameron Lumber Company.

Gross profit for Fiscal 2004 only increased 7% to $8,240,362, despite the 29% increase in sales because of a 32% increase in cost of goods sold.  Shifting product mix and higher costs led to the increased costs.  As a percent of revenue,  cost of goods sold has risen consistently for the last four years: Fiscal 2004 = 88%; Fiscal 2003 = 86%, Fiscal 2002 84%, and Fiscal 2001 = 81%.

Operating expenses were substantially unchanged at $7.0 million in Fiscal 2004 and Fiscal 2003.  General/Administrative expenses increased 40% ($714,158) during Fiscal 2004; Depreciation/Amortization increased 6% ($19,810); and Wages/Employee Benefits decreased 14% ($681,741).

General and administrative expenses as a percent of revenue rose to 3.5% after several years of decline: Fiscal 2003 = 3.2%; Fiscal 2002 = 3.4%; and Fiscal 2001 = 5.1%.  Management attributes higher professional fees (accounting/legal/etc.) related to the Greenwood Products Inc. acquisition, the proposed stock offering, and corporate changes for the increase in G&A expenses.  Lower Wages/Employee Benefits are materially attributable to efforts at all divisions to control costs, with the shifting product mix at Jewett-Cameron Lumber Company resulting in less labor-intensive operations.

Interest expense increased 13% Fiscal 2004 to $391,246.  The primary reason for the increase was the higher level of borrowing resulting from the increased level of inventory required to support the elevated sales level of Fiscal 2004.

Net Income increased to $567,140 in Fiscal 2004 from $294,144 in Fiscal 2003.  Basic Earnings Per Share were $0.39 for Fiscal 2004 compared to $0.20 for last year; Diluted Earnings Per Share were $0.37 in Fiscal 2004 compared to $0.19 for last year.

Industrial Wood Products (Greenwood Products Inc.)

This division’s sales increased 19% to $52.7 million in Fiscal 2004 (FY2003 = $44.2 million).  Revenue was enhanced by strong sales to a lowering of demand for these items brought about by current economic conditions. We believe that consumers are postponing replacing or installing such items as decksthe boat building and fences becausetransportation industries (bus, subway, specialized truck carriers, etc.).  Before the end of the fiscal year, the Company had broadened its supplier contacts.  The Company, once again, is able to obtain fixed-price supply agreements and fixed price sales agreements on a forward three-month basis; reversing this year’s situation mid-year when suppliers’ price increase were outside such agreements.  Also, reduced inventory costs resulted from the end of the purchasing of inventory pursuant to the acquisition agreement.  Divisional profitability more than doubled $1,668,685 for Fiscal 2004 (FY2003 = $730,781).  Divisional profitability was 32% of revenue (FY2003 = 17% and FY2002 = 24%).

Lumber and Building Materials (Jewett-Cameron Lumber Company)

This division’s sales rebounded in response to new products introduced in mid-2003, reversing the declines in recent years.  Divisional profitability was weak because restructuring costs associated high costs.  with the manufacturing facility and the new product lines; turning into a “manufacturer” rather than a distributor.

Revenue:                   Divisional Income:

FY2004: $12.8 million              ($581,070)

FY2003: $ 7.1 million              ($124,928)

FY2002: $14.7 million               $427,496

Management attributes the revenue improvement to the successful introduction of new “non-wood” products, including kennels, greenhouses, portable storage buildings, outdoor searing, metal gates and metal fencing.  Such products represented nearly three-fourths of sales, versus less than 10% in FY2002.  This broader product line allowed the Company to utilize its strong marketing contacts at the big-box home improvement retailers and to gain entry into a more diversified mix of retailers.  In recent years, in an attempt to strengthen their profitability, the big-box retailers (Lowe’s, Home Depot, Fred Meyer, etc.) have decreased inventory purchases from “middlemen” like the Company in favor of “manufacturers”, such as Georgia-Pacific and Weyerhaeuser.  The Company “manufacturers” these new products, through supply contracts in Asia, and is again a favored supplier to these potentially large customers, buoyed b y its strong customer service capabilities.

Seed Processing and Sales (Jewett-Cameron Seed Company)

Sales grew 50% this year and profitability nearly doubled.  Management attributes this growth to successfully marketing efforts and a new price structure for product/services.

Revenue:                   Divisional Income:

FY2004: $4.8 million       $ 91,741

FY2003: $3.2 million       $ 46,114

FY2002: $2.6 million       $249,526

Seed inventory levels fell materially because a change from “holding” inventory for sale to collecting “storage fees” for future sale.

Industrial Tools

Sales grew 13% to $1,000,135 and profits fell 13% to $89,941.  Management attributes the decline in profitability to personnel changes and wholesale pricing differences, and corporate re-structuring.

Revenue:                   Divisional Income:

FY2004: $1,000,135         $ 89,941

FY2003: $  878,966         $103,362

FY2002: $  776,545         $ 89,043

Fiscal 2003, ended August 31^st vs. Fiscal 2002

Sales increased 27% to $55,368,587 during Fiscal 2003 as compared to Fiscal 2002 when sales were $43,625,125. (Sales for Fiscal 2001 were $22,112,954.) The twenty seven percent increase in sales during Fiscal 2003 as compared to Fiscal 2002 was due primarily to the contribution of Greenwood Products, Inc., which is a wholly owned subsidiary of Jewett-Cameron Lumber Company.  Fiscal 2003 was the first full fiscal year that Greenwood Product, Inc. operated as a subsidiary of Jewett-Cameron Lumber Company, whereas in Fiscal 2002 it only operated for six months.  Jewett-Cameron Seed Company, a wholly owned subsidiary of ours also contributed with an increase in sales of $614,968 or 23.5% during Fiscal 2003 as compared to Fiscal 2002.

We attribute thecontinued to experience a decrease in sales in the area of lumber and building materials which our management believes is due to recessionary conditions in the economy causing customers to scale back their purchases of these discretionary items.  The loss of revenue from these products has been offset by the sales of marine applications products to the lack of demand for new boats by consumers also resulting from the current recession. They anticipateincreases in our other business segments; however, we believe that once consumer confidence strengthens, lumber and building material sales will increase as general economic conditions improve.again trend upward. We have also introduced new products for retailers, which, in the past, concentrated on more expensive items.

In orderGross profit for Fiscal 2003 increased 8.29% to compensate$7,708,287 from $7,118,361 in Fiscal 2002. (Gross profit for Fiscal 2001 was $4,232,404.)

The cost of goods sold, as a percent of revenue remained relatively stable during Fiscal 2003 (86%), Fiscal 2002 (84%), and Fiscal 2001 (81%).  

Operating expenses increased $1,192,616 during Fiscal 2003 as compared to Fiscal 2002.

Fiscal 2003 was the decrease in consumer demandfirst full year of operations for these products, we have transitioned from our traditional wood-based product line to adding non-wood based products. These recently introduced items include gates, dog runs, green houses and welded wire mesh panels which are used in placeGreenwood Products Inc. As would be expected with the larger contribution of traditional wood fencing.  

OurGreenwood Products, Inc., general and administrative expenses were $1,713,558increased by $307,528 during Fiscal 2003 as compared to Fiscal 2002. This represented an increase of 21% for Fiscal 2003 as compared to Fiscal 2002. The increase in the third quarter down from $2,180,886amount of general and administrative expenses was partially offset by the 27% increase in sales.

General and administrative expenses as a percent of revenue remained virtually constant for Fiscal 2003 (3.2%) and Fiscal 2002 (3.4%). During Fiscal 2001 general and administrative expenses as a percent of revenue was somewhat higher at 5.1%. Our management attributes the third quarterlower percentage during Fiscal 2003 and Fiscal 2002 to efficiencies introduced into Jewett-Cameron Seed Company and the additions to operations of Greenwood Products.

An increase in wages and employee benefits of $839,067, attributable primarily to staff associated with Greenwood Products, Inc., was also a significant factor in the last fiscal year.increase in operating expenses.

General and administrative expenses began to decrease during the second half of Fiscal 2003.  The primary reason for the decrease of $467,328 was a restructuring of the activities of Greenwood Products during the first and second quarters of Fiscal 2003. This restructuring included reductions in salaries resulting from the elimination of some clerical positions and wage cuts resulting from the sales decreases. As a result of these actions, wages and employee benefits decreased from the third quarter of Fiscal 2002 level of $1,540,102 to $1,188,164 for the third quarter of Fiscal 2003. Office expenses also decreased by $ 52,7 60$52,760 during the third quarter of Fiscal 2003 as compared to the third quarter of Fiscal 2002 resulting from our efforts to reduce expenses.

Nine Months Ended May 31, 2003 vs. Nine Months Ended May 31,Interest expense increased from ($53,587) reported in Fiscal 2002

For the first nine months of the current fiscal year, ended May 31, 2003, our sales increased 49% to $40,497,696 compared to $27,118,392($346,030) in Fiscal 2003. The primary reason for the same periodincrease in interest expense was the higher level of borrowing resulting from the previous fiscal year.increased level of inventory required to support the elevated sales level of Fiscal 2003.

The principal reason for the 49% increase in sales wasoperating expenses coupled with the contributionhigher level of Greenwood Products Inc. Greenwood Products Inc., accounted for $33,113,434 for the first nine months of Fiscal 2003 as comparedinterest expense resulted in our net income to sales of $13,709,870decrease during the first nine months of Fiscal 2002.

Sales of building materials were $5,032,048 for the period, a decrease of 5 4 % compared to sales of $10,921,222 for the first nine months of Fiscal 2002. The sale of building materials is accomplished through the activities of Jewett-Cameron Lumber Corporation , which is a wholly owned subsidiary of Jewett-Cameron Trading Company Ltd. As stated earlier, management attributes the decrease in the sales of building materials to the current downturn in the economy.  

Sales of pneumatic tools and industrial clamps were $668,414 for the period as compared to $576,387 for the same period of last year, an increase of about 16%. As was the case for the third quarter of Fiscal 2003 as compared to the third quarter oftwo prior fiscal years.

Net Income decreased to $294,144 in Fiscal 2003 from $837,024 in Fiscal 2002 the efforts of the newly hired sales staff resultedand $712,196 in stronger sales evidenced during this period as compared to the prior like period.Fiscal 2001. The corresponding basic earnings per share were $0.20 for Fiscal 2003; $0.56 for Fiscal 2002; and, $0.48 in Fiscal 2001. Diluted earnings per share were $0.19 in Fiscal 2003; $0.53 in Fiscal 2002; and, $0.46 in Fiscal 2001.  

Lumber and Building Materials (JCLC)

Sales of processed seedsin lumber and grain were $1,683,800 for the period compared to $1,910,913 for the first nine monthsbuilding materials have decreased in all of the last three fiscal year, a decreaseyears. Sales of slightly over 12%. 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 Corporation .  The decreasethese products decreased 52% in sales, which occurred in the period as compared to the first nine months of Fiscal 2002, was due primarily to a smaller crop and increased price competition for the available crop resulting in lower prices.

General and administrative expenses for the Company were $5,247,664 for the first nine months of Fiscal 2003 as compared to $3,808,059 for the first nine months of the last fiscal year.  In spite of the fact that the absolute numbers relating to general and administrative expenses (year to date) have increased, the current trend within the Company is one of decreasing expenses as disclosed earlier in the discussion pertaining to the three month period ended May 31, 2003. As was the case during the prior fiscal year, the addition of Greenwood Products resulted in increases in every category of general and administrative expenses with the exception of “repairs and maintenance” and “insurance”.  The most notable of these changes were: “wages and employee benefits” which increased $1, 047,456 ; although, for the three month period ended May 31, 2003 this category of expenses decreased by $351,938 as a result of management’s efforts in cutting expenses. Warehouse expenses and supplies increased $271,290; travel entertainment and advertising increased $92,223; telephone and utilities increased $33,735; repairs and maintenance decreased by $19,045; rent increased by $102,162; professional fees increased by $60,301; office and miscellaneous increased by $52,988; insurance decreased by $33,976; depreciation and amortization increased by $39, 415 ; and, bad debt recovery increased by $205,671. When considering the increases in these categories, it is important to note that since the Company’s cost cutting measures were put in place during the second quarter of Fiscal 2003, general and administrative expenses have decreased by $467,328.

There are no additional categories of expenses associated with Greenwood Products, Inc. as its operations are similar to those of Jewett-Cameron Lumber Corporation; Jewett-Cameron Seed Company; and, MSI-PRO CO.2002.  

Net income for the nine months ended May 31, 2003 was $402,906, which represents an 18% decrease over the first nine months of the last fiscal year when net income was $491,558.  The decrease in net income was due to a 53% increase in the cost of sales brought about by the lower marginsIncome from operations associated with the items sold through Greenwood Products;sales of lumber and building materials have also decreased over the 38% increasepast three fiscal years. During Fiscal 2003, we experienced a loss from operations in year to date general and administrative expenses; and, an increase in interest expensesthis business segment of 9 55 % brought about by the Company’s higher level of borrowing as compared to the prior period.($124,928).  

Basic e arnings per share were $0.28 for the first nine months of Fiscal 2003 compared to $0.3 4 for the first nine months of fiscal 2002, a decrease of 1 7.6 %.

Fiscal 2002, ended August 31^st vs. Fiscal 2001

Our sales increased by 97% to $43,625,125 during Fiscal 2002 as compared to Fiscal 2001 when our sales were $22,112,954. (Our sales for Fiscal 2000 were $24,494,186.) The large increase in our sales during Fiscal 2002 as compared to Fiscal 2001 was primarily the contribution of Greenwood Products, Inc., which is a wholly owned subsidiary of our wholly owned subsidiary, Jewett-Cameron Lumber Corporation.  As mentioned earlier in this document, we purchased Greenwood Forest Productshave introduced new products for retailers, which, in the past, concentrated on more expensive items. These new products, which are also described earlier in 2002this document, are less costly and consequently, our overall sales from it started to comethese retailers are on the rise. These new products, which are described earlier in this document, currently feature lower prices in order to us immediately. Jewett-Cameron Seed Company, a wholly owned subsidiary of Jewett-Cameron Lumber Corporation also contributed with an increase inintroduce these products into the competitive marketplace. Overall sales of $790,551. This was 43% higher than our sales through Jewett-Cameron Seed Company were in Fiscal 2001.  2002 wasto retailers are on the second yearrise. Our management believes that we operated Jewett-Cameron Seed Company.  During 2002 we established a communications program with our agricultural customers and potential agricu ltural customers.  Through this communications program we kept farmers who could use our facility informed of our capabilities in the areas of seed processing, seed storage and seed consignment. We believe that this communications program greatly helped our sales efforts to this industry.

We experienced a decrease in sales in the areasegment of home improvement products, which our management believes is due to conditions in the economy, resulting from the current recession, causing our customers to scale back their purchases of these discretionary items.  The loss of revenue from these products has been offset by sales increases in other areas; however,lumber and our management believes that once consumer confidence strengthens, home improvement salesbuilding materials will again trend upward.

Our gross profit for Fiscal 2002 increased 68% to $7,118,361 from $4,232,404 in Fiscal 2001. (Gross profit for Fiscal 2000 was $3,866,372.) The reason for this large increase in gross profit is also a result of the sales coming to us from Greenwood Products and the increased sales from Jewett-Cameron Seed Company.

The cost of goods sold as a percent of revenue remained relatively stable during Fiscal 2000 and Fiscal 2001 at 84.2% and 80.8% respectively.  This figure decreased during Fiscal 2002 to 60.7% as a result of the new products, which we introduced by the purchase of Greenwood Products, which carry generally lower margins.products.

General and administrative expenses as a percent of revenue increased from 10% during Fiscal 2000 to 16% during Fiscal 2001.  This was primarily the result of the additional expenses brought about by the operations of our wholly owned subsidiary, Jewett-Cameron Seed Company, which completed its first full year of operations during Fiscal 2001. During Fiscal 2002 administrative expenses as a percent of revenue decreased slightly to 13.2% as a result of efficiencies introduced into the seed company and the additions to operations of Greenwood Products.

As would be expected with the addition of Greenwood Products, Inc., which occurred in February of Fiscal 2002, general and administrative expenses increased by $2,289,300 during Fiscal 2002 as compared to Fiscal 2001. This represented an increase of 66% for Fiscal 2002 as compared to Fiscal 2001. We believe that this increase is more than offset by the increase in sales of 97%; the increase in gross profit of 68%; and, the increase in net profit of 17.5%, which occurred during Fiscal 2002 as compared to Fiscal 2001.

An increase in wages and employee benefits of $1,869,295, attributable primarily to staff associated with Greenwood Products, Inc., was the primary reason for the increase in general and administrative expenses. Other expense increases of significance were warehouse and supplies (up $145,174); travel, entertainment and advertising (up $45,643); telephone and utilities (up $33,170); rent (up $84,338); professional fees (up $71,382); office (up $58,770); and, depreciation and amortization (up $67,032).

Interest expense decreased from $124,200 reported in Fiscal 2001 to $53,587 reported in Fiscal 2002. The primary reason for the decrease in interest expense was the lower cost of borrowing resulting from the lowering of the prime rate by the Federal Reserve Board and the fact that we made a decision to reduce our inventory levels. As would be expected, the category of “interest and other income” also decreased during Fiscal 2002 as compared to Fiscal 2001 declining from $14,002 reported in Fiscal 2001 to only $1,041 reported in Fiscal 2002.

Net Income rose to $837,024 in Fiscal 2002 from $712,196 in Fiscal 2001 and $608,679 in Fiscal 2000. The corresponding basic earnings per share, before the three for two forward stock split in February 2003, were $0.84 for Fiscal 2002; $0.72 for Fiscal 2001; and, $0.60 in Fiscal 2000. Earnings per share were $0.80 in Fiscal 2002; $0.70 in Fiscal 2001; and, $0.58 in Fiscal 2000.

Jewett-Cameron Lumber Corporation

Our wholly owned subsidiary JCLC posted a 108% increase in sales to $40.2 million in Fiscal 2002 as compared to Fiscal 2001 which had sales of $19,369,153. The increase was primarily the result of the contribution of JCLC’s wholly owned subsidiary, Greenwood Products, Inc. as discussed above.

JCLC’s income from operations increased 25% in Fiscal 2002 to $1,053,433 compared with $843,278 in Fiscal 2001 and $1,250,539 in Fiscal 2000.  The cause of the increase is again primarily attributable to the contribution of Greenwood Products, Inc. as discussed above.

MSI-PRO CO.

Sales of Jewett-Cameron Lumber Corporation’s wholly owned subsidiary, MSI-PRO CO., have continued to decrease. Sales were $776,545 for Fiscal 2002; $919,169 for Fiscal 2001; and, $1,111,833 for Fiscal 2000. During the summer of 2002, which was toward the end of our fiscal year, we hired a new sales manager in an effort to increase sales of our  industrial tools.

Jewett-Cameron Seed Company

Fiscal 2002 was the second year of operations for Jewett-Cameron Seed Company. At the end of Fiscal 2002, sales from Jewett-Cameron Seed Company were $2,615,183 and income from operations was $249,526. In the prior fiscal year, sales were $1,824,632 and income from operations was $35,894. We attribute the increase in sales and income from operations to a  new marketing campaign, which includes regular communication with the growers of seed, and to an increased efficiency of operations enabled by improvements resulting from capital expenditures that began during Fiscal 2001.

Fiscal Years Ended August 31, 2000, 1999 and 1998

Sales decreased 18% to $24,494,186 in Fiscal 2000, down from $29,102,273 in Fiscal 1999 and $26,178,514 in Fiscal 1998.

Gross profit decreased 1 0 % to $3,8 66,372 from $4, 288,024 in Fiscal 1999 and $3,391,558 in Fiscal 1998.

General and Administrative Expenses decreased 15% to $2,4 65,394 in Fiscal 2000 from $2,895,790 in Fiscal 1999 and $2,663,420 in Fiscal 1998.

Net Income rose to $6 08,679 in Fiscal 2000 from $592,509 in Fiscal 1999 and $91,033 in Fiscal 1998.

Basic EPS , before the three for two forward stock split in February 2003, was $0.60 in Fiscal 2000 versus $0.52 in Fiscal 1999 and $0.09 in Fiscal 1998.

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

Jewett-Cameron Lumber Corporation

JCLC posted a 16% decrease in sales to $23.3 million in Fiscal 2000 as a result of a 42% decrease in the price of lumber and a drop in sales of approximately $6 million to a major customer. The reduction in sales to this major customer was primarily the result of a decrease in demand brought about by poor economic conditions.

JCLC’s income from operations decreased 5 % in Fiscal 2000 to $1, 250,539 compared with $1, 314,062 in Fiscal 1999 and $ 551,280 in Fiscal 1998.  The causes of the decrease are a combination of lower lumber prices and the loss in sales to the major customer mentioned above.

MSI-PRO CO.Industrial Tools

The Fiscal 1997 renaming of the industrial tools under the " MSI-PRO CO. ""MSI-PRO" label has continued to provide a better product identity and a more efficient use of marketing dollars.  Sales increased marginally into $878,966 during Fiscal 2000 to $1,111,833 following a marginal decrease in2003 from $776,545 during Fiscal 1999 when MSI-PRO CO. decided to focus upon more profitable products over sales growth.  Importantly,2002. Our management’s re-organization of this business decisionsegment, which included the hiring of a newsales manager two years ago, has resulted in an operating profitthe increase in the sales of $150,123, upour industrial tools.  Income from operations during Fiscal 2003 also increased to $103,362 from $89,043 in the prior fiscal year.

Seed Processing and Sales  

Fiscal 2003 was the third year of operations for Jewett-Cameron Seed Company that was incorporated as a wholly owned subsidiary of Jewett-Cameron Lumber Company in October 2000. At the end of Fiscal 2003, sales from Jewett-Cameron Seed Company were $3,230,151 and income from operations was $46,114. In the prior fiscal year, sales were $2,615,183 and income from operations was $249,526.

Industrial Wood Products (Greenwood Products)

Sales of industrial wood products were $44,195,963 during Fiscal 2003 as compared to $25,561,520 during Fiscal 2002. Fiscal 2003 represented the first full fiscal year of operations for the sale of these products.  Income from operations from the $116,902 recorded a year earlier.sale of these products increased to $730,781 for Fiscal 2003 as compared to $625,937 for Fiscal 2002.

Jewett-Cameron South Pacific

JCSP posted a 59 5 % sales decrease to $45,602 continuing the 62% decrease for Fiscal 1999.

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

Liquidity and Capital Resources

Nine Months Ended May 31, 2003Pending $5.0 Million Underwriting

AsWe have filed a preliminary prospectus with the US Securities & Exchange Commission regarding the offering of May 31, 2003 we had working capital500,000 common shares at $10.00 per share.  This offering is self-underwritten on a best-efforts basis.   We have not established a minimum amount of $7,920,571, which represented an increase of $3,537,040 as compared to the working capital position of $4,383,531 as of August 31, 2002.  The primary reason for the increase in working capital was an increase of $5,186,907 in inventory; an increase in accounts receivable of  $223,185; and, an increase in prepaid expensesproceeds that it must receive in the amount $169,014. Offsetting these increasesoffering before any proceeds may be accepted.  Our management anticipates beginning the offering in the asset accounts, on the liability side bank indebtedness increased by $4,499,214; however, accounts payable and accrued liabilities decreased by $2,690,487.

Our external sources of liquidity include a bank line from US Bank.  The total line of credit available is $8.0 million of which there was an outstanding balance on May 31, 2003 of $7,464,853 and an outstanding balance as of August 31, 2002 of $ 2,965,639.February 2006 with completion in late 2006.

We are under no legal or business requirement to take these actions.  Based on our current working capital position, our policy of retaining earnings, and the line of credit available, to us, we feel that we have adequate working capital to meet our needs in the foreseeable future.

Rather, our management is undertaking this for strategic purposes.  We anticipate using the proceeds of the offering to pay down corporate indebtedness, including notes payable.  We believe that our company does not need to retire its long-term debt to continue to grow at its current rate.  By retiring this debt, we will have the option to purchase other businesses in our industry, thus allowing us to accelerate our growth rate.

Our revolving bank debt was $2,077,063 at 8/31/2005.  The bank indebtedness is secured by an assignment of accounts receivable and inventory. Interest is calculated at prime or the LIBOR rate plus 190 basis points. The weighted average interest rate for the fiscal year was 5.99% (2004 – 3.52%).

Credit Risks

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.  We place our cash and cash equivalents with high quality financial institutions and limit the amount of credit exposure with any one institution.  We have concentrations of credit risk with respect to accounts receivable as large amounts of our accounts receivable are concentrated geographically in the United States amongst a small number of customers.  At 8/31/2005 and 8/31/2004, no customers accounted for accounts receivable greater than 10% of total accounts receivable.  We control credit risk through credit approvals, credit limits, and monitoring procedures.  We perform credit evaluations of our commercial customers but generally do not require collateral to support accounts receivable.

Critical Accounting Policies

Our management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the currentreporting period.  On a regular basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

During the year ended 8/31/2005, we did not adopt any new accounting policy that would have a material impact on the consolidated financial statements, nor did it make changes to existing accounting policies.  Senior Management has discussed with the Audit Committee the development, selection and disclosure of accounting estimates used in the preparation of the consolidated financial statements.

Recent Accounting Pronouncements

In December 2004, Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29” (“SFAS 153”) which amends Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal year.periods beginning after June 15, 2005.

In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”).  SFAS 123R supersedes APB 25 and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises SFAS 123 as follows:

i)

Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii)

Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entity’s share price.

iii)

Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

(iv)

Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the award’s value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.

SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods.  SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force No. 96-18 “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods and Services” (“EITF 96-18”).  SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.  Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005. &nbs p;Public entities that file as small business issuers will be required to apply SFAS 123R in the first annual reporting period that begins after December 15, 2005.  For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.

In May 2005, FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”) which is effective for fiscal years ending after December 15, 2005.  SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis.  

Fiscal Years2005 Ended August 31, 2002 and 20012005

Our workingWorking capital was $4,383,531$9 million at 8/31/02 compared with $3,665,8982005, up from $5.5 million at 8/31/01.2004. Major working capital changes which occurred within our company during Fiscal 2002 were an2005 were:

a.

An increase in the amount of cash of $147,369; an increase$319,462. This was a result of uncollected funds at year-end. (Deposits received and credited to the checking account but not yet collected by the Bank.)

b.

A decrease in accounts receivablethe amount of $4,233,742; an increaseinventory in the amount of $2,295,788. This was the result of management’s decision to reduce inventory levels.

c.

A decrease in the amount of $2,296,756; an increase in prepaid expenses in the amount of $41,314; and, an increase$69,199. This was the result of a change in current liabilitiesthe billing cycle for insurance premiums.

d.

A decrease in a note receivable in the amount of $6,001,548 consisting$51,509. This was the result of an increasea simple collection of the obligation.

e.

A decrease in bank indebtedness in the amount of $2,667,679$4,172,489. This was the result of the Company paying down the credit line with the funds made available by the real estate mortgage, the increased turnaround of receivables and an increasethe reduction in accountsinventory.

f.

A decrease in notes payable and accrued liabilities in the amount of $3,333,869. We are planning to utilize$1,899,292. This was the total proceeds from this offering to reduce our outstanding debt. The changes, both negative and positive, in these componentsresult of the balance sheet all resulted from the additionpayment of the business ofnote payable to Greenwood Products Inc.

per the terms of the original purchase agreement.

Accounts payable, accrued liabilities and accrued income taxes all increased because of the higher level of sales activity, which occurred during the fiscal year.

Notes payable, in the amount of $1,899,292, were paid off during Fiscal 2005.

Our management elected to mortgage our property located in North Plains, Oregon in the amount of $2,197,079 because of the favorable interest rates and these funds were used to pay off the notes payable and for general working capital purposes.

Our daily cash needs are met throughout the year bythrough the bank line-of-credit of JCLCJewett-Cameron Lumber Company (“JCLC”) and from the daily operations associated with the normal course of our business.  JCLC has aThe bank line-of-credit of $8.0 million, which along with the working capital surplus is considered adequate to support our sales level anticipated for the coming year.

Our cashCash flows from Fiscal 20022005 Operating Activities were $2,058,077,totaled $4,082,325, including the $837,024$931,088 Net Income.  Material adjustments included $287,102$377,298 of amortization/depreciation; gain on sale of property/plant/equipment of ($8,827), deferred income taxes ($131,000); and a net change in non-cash working capital items of $2,834,826.

Cash Flows from Fiscal 2005 Investing Activities totaled ($7,661), consisting predominately of the purchase of property, plant and equipment.  Such capital investment related to JCLC facility remodeling to enable production of new products.

Cash Flows Used by 2005 Financing Activities totaled $3,757,202. The Company elected to repay bank indebtedness and notes payable in the aggregate amount of $6,071,781. The funds to accomplish this were received from mortgage debt in the amount of $35,400; stock-based compensation$2,197,079 and subscriptions received in advance in the amount of $20,340; an increase$117,500. (The subscriptions received in accounts receivable inadvance resulted from Donald M. Boone, the amountPresident of ($4,233,742); an increase inthe Company, exercising his stock options) and the reduction of inventory in the amount of ($2,296,756); an increase in prepaid expenses in the amount of (($41,314); and, an increase in accounts payable and accrued liabilities in the amount of $3,333,869.   levels.

Fiscal 2004 Ended August 31, 2004

Our cash flows from Fiscal 2002 Investing Activities totaled ($328,276), consisting almost exclusively of assets associated with the purchase of the business and certain assets of Greenwood Forest Products, Inc. in February of 2002. (These assets were primarily in the category of office equipment and office supplies.)

Our cash flows from our 2002 Financing Activities included an increase in bank indebtedness of $2,667,679; Treasury shares acquired in the amount of ($175,059); and the issuance of capital stock for cash in the amount of $41,102. (The capital stock issued for cash was the result of the exercise of stock options by Directors of the Company.)  

Our cash flows from our Fiscal 2001 Operating Activities totaled $1,607,011, including the $712,196 Net Income.  Material adjustments included $220,070 of amortization/depreciation; a gain of ($85,100) in deferred income taxes; a $676,396 decrease in accounts receivable; a $222,548 decrease in inventory; an increase in prepaid expenses of ($36,862); and, a decrease of ($102,237) in accounts payable and accrued liabilities.

Our cash flows from Fiscal 2001 Investing Activities totaled ($1,622,072), consisting almost exclusively of the purchase of the capital assets from AgriBioTech in the early part of the fiscal year.

Our cash flows from 2001 Financing Activities included an increase in bank indebtedness of $297,960 and Treasury shares acquired in the amount of($168,554).  

Fiscal Years Ended August 31, 2000, 1999 and 1998

Cash p rovided by Fiscal 2000 Operating Activities totaled $ 560,034 , including the $6 08,679 Net Income.  Material adjustments included $125,323 of amortization/depreciation; $55,357 of Foreign exchange loss on debentures; $9 5 ,000 of Deferred income taxes; $73,118 of Loss on disposal of capital assets; ($ 90,838 ) of Increase in accounts receivable; ($32,360) in Increase in notes receivable; $ 44,260 in Decrease in inventory; and, ($3 55,161 ) in Decrease in accounts payable and accrued liabilities.

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

Cash Used by Fiscal 2000 Financing Activities totaled ($ 530,409 ) including: ($442,526) used to acquire treasury shares and a $87,883 decrease in bank indebtedness.

Cash provided by Fiscal 1999 Operating Activities totaled ($599,186), including the $592,509 Net Income.  Material adjustments included $170,435 of amortization/depreciation; $165,440 of Write-down of trademarks; ($ 486,042 682,965) of Increase in accounts receivable; $3 81,968 23,287 of Decrease in inventory; ($679,438) of Decrease in bank indebtedness; and $406,026 of Increase in accounts payable and accrued liabilities

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

Cash Used by Fiscal 1999 Financing Activities totaled ($325,079) including: $11,044 from the issuance of shares; and, ($336,123) used to acquire treasury shares and a $679,438 decrease in bank indebtedness .

Workingworking capital was $4,6 09,358$5.5 million at 8/31/00 compared with $4,181,467 at 8/31/99 and $3,650,171 at 8/31/98.  There were no major2004, down from $7.4 million last year.  Major working capital changes during Fiscal 2000.2004 were:

Major capital changes during Fiscal 1999 being an increase ina.

Increased inventory at $10,070,201 (up $1,409,720);

b.

Increased accounts receivablepayable/accrued liabilities of $486,042$3,392,947 (up

$939,944); and, a decrease in inventory

c.

A shift of $381,968, and a reduction in bank indebtedness of  $ 6 79,438 .notes payable from long-term debt to current liability.

Accounts receivable were only slightly higher at 8/31/00 compared to 8/31/99.These changes primarily resulted from increased operations.

Our cash position as of end of Fiscal 2000 decreased slightly to $208,277two notes payable were paid down by $362,663.  The $1.9 million notes payable bear interest at US prime rate plus 2% and were due March 2005 (extended from $223,949 atNovember 2004) or on demand thereafter.  Our management anticipated repaying these notes during FY2005, perhaps with the beginning ofproposed proceeds from the year.planned equity offering.

Bank indebtedness at 8/31/00 was nil compared to $87,883 at 8/31/99 and $767,321 at 8/31/98.  Our daily cash needs are met throughout the year through the bank line-of-credit of JCLC.  JCLC has aJewett-Cameron Lumber Company (“JCLC”) and from the daily operations associated with the normal course of business.  Our bank line-of-credit of $ 8 million, which along with theour working capital surplus iswas considered adequate to support our sales level anticipated for the coming year.

Effect Of Recent Accounting PronouncementsCash flows from Fiscal 2004 Operating Activities totaled $642,130, including the $567,140 Net Income.  Material adjustments included $352,933 of amortization/depreciation; gain on sale of property/plant/equipment of ($10,667), deferred income taxes $50,000; and a net change in non-cash working capital items of ($317,276).

In October 2001,Cash Flows from Fiscal 2004 Investing Activities totaled ($494,793), consisting predominately of the FASB issued SFAS No. 144, “Accounting forpurchase of property, plant and equipment.  Such capital investment related to JCLC facility remodeling to enable production of new products.

Our Cash Flows Used by 2004 Financing Activities totaled ($93,275) including proceeds from bank indebtedness in the Impairment or Disposalamount of Long-Lived Assets,” which is applicable for financial statements issued for fiscal years beginning after December 15, 2001. SFAS No. 144 supersedes SFAS No. 121, “Accounting for$242,464; proceeds from the Impairmentsale of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and portionscapital stock in the amount of APB Opinion No. 30, “Reporting the Results$26,473 (exercise of Operations.” This Statement also amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to eliminate the exception to consolidation for a temporarily controlled subsidiary. The adoption of SFAS No. 144 did not have a material impact on our financial position, results of operations, or cash flows.

In December 2002, the FASB issued SFAS No. 148, ”Accounting for Stock-Based Compensation — Transition Disclosure — an amendment of FAS 123.” This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation.” This Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensationstock options); and the effectaforementioned repayment of the method used on reported results. We have made the disclosures required by SFAS No. 148 in the first quarternotes payable of 2003. Accordingly, adoption of SFAS No. 148 will not impact our financial position, results of operations, or cash flows.

In November 2002, the EITF reached a consensus on Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. We do not believe that adoption of EITF Issue No. 00-21 will have an impact on the Company’s consolidated financial statements.

($362,663).

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

---No Disclosure Necessary---Interest Rate Risk

#We did not have any derivative financial instruments as of 8/31/2005.

Our interest income and expense are most sensitive to changes in the general level of U.S. interest rates.  Therefore, changes in U.S. interest rates affect the interest earned on our cash equivalents as well as interest paid on debt.  We have lines of credit and other debt whose interest rates are based on various published prime rates that may fluctuate over time based on economic changes in the environment.  We are subject to interest rate risk and could be subject to increased interest payments if market interest rates fluctuate.  We do not expect any change in the interest rates to have a material adverse effect on our results from operations.

Foreign Currency Risk

We operate primarily in the United States; however, some business is transacted with Canadian firms.  Our business and financial condition is, therefore, sensitive to currency exchange rates or any other restrictions imposed on its currency.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The table below shows our directors; their respective ages; and, the date on which they become directors.

Table No. 4

Directors

(1)  Member of Audit Committee.

(2)  Resident of Canada.

(3)  Resident of Oregon, USA.

(4) Resident of Washington, USA

The table below shows our officers; their positions and the year in which they were approved by our Board of Directors.Directors approved them.

Table No. 5

Executive Officers

Business Experience

Donald M. Boone has over thirty-eight years in sales and corporate management, including twenty-seven years affiliated with companies in the forest products industry.

Jeffery J. Lowe  In his capacity as the President of our Company, during the past five years, Mr. Boone has been a corporate, commercialsupervised the strategic planning and securities attorney with Richards Buell Suttonbusiness development functions of Vancouver, British Columbia, Canada since 1983.our company.  In this regard, he was responsible for our purchase of certain assets of AgriBioTech in early Fall of 2000 and, and more recently, the purchase of the assets of Greenwood Forest Products in early 2002. Once these acquisitions were completed, Mr. Boone oversaw the incorporation of Jewett-Cameron Seed Company and the incorporation of Greenwood Products.

Michael C. Nasser has over thirty-three years experience in sales and corporate management, including twenty-eight years affiliated with companies in the forest products industry. He oversees the sales operations for Jewett-Cameron Lumber Company and in that capacity supervises the direct sales staff and the independent contractors who are involved in selling the product line.  

James R. Schjelderup has many years experience in computers and corporate management.  He has been an independentwas a computer consultant in the Vancouver, British Columbia,areas of both hardware and software in Canada area since 1988.until two years ago when he became the sale manager of ACME COMPUTERS.  In that capacity he is responsible for the sales operation of this retail outlet.   

Stephanie Rink has over seventeen years experienceTed Sharp is a Certified Public Accountant who is a graduate of the University of Oregon with a Bachelor of Science Degree in Economics. He also attended Portland State University where he did post graduate studies in accounting and finance prior to receiving his CPA designation.

Alexander B. Korelin is the founder and president of A.B. Korelin and  Associates, Inc. – a company which provides consulting services to public companies. He is also the managementfounder and co-host of businessesThe Korelin Economics Report which is a weekly radio program which deals with business topics. He received his Bachelor of Arts Degree (Economics) from the University of Washington in 1967 and his Master of Business Administration Degree (Finance) from the fieldUniversity of personal growth.  She has been an independent consultant in the Vancouver, British Columbia, Canada area since 1985 and she travels throughout North America and Europe presenting seminars in personal growth and personal development.   Puget Sound.

There have been no events during the last five years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director, executive officer, promoter or control person including:

a) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

b) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

c) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; and

d) Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he/she was selected as a Director or Executive Officer.  There are no family relationships, material arrangements or understandings between any two or more Directors or Executive Officers.

Committees of the Board of Directors

The Board of Directors has only one standing committee, namely the Audit Committee. We do not have a Compensation Committee or a Nominating Committee.

Audit Committee Report

The Audit Committee’s functions are to recommend the appointment of independent accountants; review the arrangements for and scope of the audit by independent accountants; review the independence of the independent accountants; consider the adequacy of the system of internal accounting controls and review any proposed corrective actions; review and monitor our policies relating to ethics and conflicts of interests; and discuss with management and the independent accountants our draft annual and quarterly financial statements and key accounting and/or reporting matters. The Board, in light of the increased responsibilities placed on the Audit Committee during 2002 by the Sarbanes-Oxley Act and the SEC, adopted an Amended and Restated Charter in late 2002. With the exception of our President, all otherAll current members of the Audit Committee are “independent” within the meaning of the new regulations from the SEC regarding audit committee membership. We c urrently have noThe Audit Committee includes at l east one independent member who is determined by the Board of Directors to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules, including that the person meets the relevant definition of an “independent director.”  Our “audit committee financial expert” who satisfies that definition under the Sarbanes-Oxley Act. WeAct is Ted Sharp.  Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Sharp’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Sharp any duties, obligations or liability that are currently ingreater than are generally imposed on him as a member of the process of recruiting an additional director who will be qualified to serveAudit Committee and the Board, and his designation as an “auditaudit committee financial expert” but we have pursuant to this SEC requirement does not yet found a candidate who is qualified and willing to serve in such capacity.affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

We do not have a compensation committee orThere are no other committees of the Board of Directors.

Code of Ethics

We are committed to maintaining the highest standards of business conduct and ethics. Our Code of Business Conduct and Ethics, or the Code, reflects the business practices and principles of behavior that support this commitment. The Code satisfies SEC rules for a “code of ethics” required by Section 406 of the Sarbanes-Oxley Act of 2002, as well as the Nasdaq listing standards requirement for a “code of conduct.” The Code is available at our Website, and we will post any amendment to the Code, as well as any waivers that are required to be disclosed by the rules of the SEC or the Nasdaq, on our Website.

Executive Compensation

We have no formal plan for compensating our Directors for their service in their capacity as Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Companyus other than services ordinarily required of a Director.  No Director received any compensation for his services as a Director, including his committee participation and/or special assignments, other than indicated below.

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

We established an Employee Stock Ownership Plan (“ESOP”) that covers all of our employees.

We have a 401K Plan the terms of which call for us to contribute 3% of the first $100,000 of each of our employee’s income to the Plan. Other than participation in our stock option plan and/or ESOP and/or 401K, , no funds were set aside or accrued by us during Fiscal 20022005 to provide pension, retirement or similar benefits for Directors or Executive Officers.

We have no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Companyours’ in Fiscal 20032005 to compensate these officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Executive Officer.

No Executive Officer/Director received other compensation in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Executive Officers/Directors as a group did not receive other compensation, which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.

Except for our stock option plan, ESOP and 401K Plan we have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company'sour Directors or Executive Officers.  However, Michael C. Nasser and Donald M. Boone receive a discretionary bonus.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee and none of our executive officers have a relationship that would constitute an interlocking relationship with executive officers and directors of another entity.

We have no written employment agreements.

The table below shows the amount of money that was paid to our two officers over the last three years.  

Summary Compensation Table

                                                                                       Annual Compensation                                             

Name and Principal Position	Fiscal Year	Salary	Bonus	Stock Awards	Underlying Options/SARs (#)		LTIP Payouts ($)		All Other Compensation ($)
Donald M. Boone, President and CEO	2005 2004 2003	$36,000 $33,000 $36,000	Nil Nil     Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil		Nil Nil Nil
Michael C. Nasser, Corporate Secretary	2005 2004 2003	$177,000 $177,000 $177,000	Nil     Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil		Nil Nil Nil

Employee Stock Ownership Plan

We sponsorThe Company sponsors an employee stock ownership plan (“ESOP”) that covers all of ourU.S. employees who live in the United States and who are employed by usthe Company on August 31^st31st of each year and who have at least one thousand hours with ourthe company in the twelve months preceding that date. The ESOP grants to participants in the plan certain ownership rights in, but not possession of, ourthe common stock of the Company held by the Trustee of the Plan.  Shares of our common stock are allocated annually to participants in the ESOP pursuant to a prescribed formula.  We accountThe Company accounts for ourits ESOP in accordance with SOP-93-6Statement of Position 93-6 (Employers’ Accounting for Employee Stock Ownership Plans).  We recordThe Company records compensation expensesexpense equal to the market price of ourthe shares acquired on the open market.  ESOP compensation expense was $182,141, $143,220, $143,050 and $155,051 $82,530 and $79,141 for Fiscal 2005/2004/2003/2002, 2001 and 2000, respectively.  The ESOP shares allocated as of August 31, 2005/200 4/2003/2002 were 147,667267,323, 272,089, 245,375 and as of August 31, 2001, th e ESOP shares allocated221,561, respectively.  The contributions for Donald Boone were 131,000.$1,800, $2,268, $1,980, and $2,520 for Fiscal 2005/2004/2003/2002, respectively; the contributions for the Michael Nasser were $5,000, $6,300, $6,000, and $7,000 for Fiscal 2005/2004/2003/2002, respectively.  There are no un-funded liabilities.

Stock Option Program

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

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

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

The names and titles of our Directors and Executive Officers to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 7the following table as of 8/26/03,01/08/06, as well as the number of options granted to Directors and all employees as a group.

 Stock Options Outstanding

COMPENSATION PURSUANT TO STOCK OPTIONS

The following table sets forth information on option grants in fiscal year 2005 to the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

There were no stock options grants in the last Fiscal Year

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table provides information on option exercises in fiscal year 2005 by the Named Executive Officers and the value of their unexercised options at August  31, 2005.  

Limitation of Liability and Indemnification

Our certificate of incorporation limits the personal liability of our board members for breaches by them of their fiduciary duties. Our bylaws also require us to indemnify our directors and officers to the fullest extent permitted by British Columbia law. British Columbia law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following acts:

Such limitation of liability may not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. In addition British Columbia laws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether indemnification would be permitted under British Columbia law. We currently maintain liability insurance for our directors and officers.

We intend to enter into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our certificate of incorporation and bylaws. These agreements, among other things, will provide for indemnification of our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of  Jewett-Cameron, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We are a publicly-owned corporation and our shares are owned by United States residents, Canadian residents, and residents of other jurisdictions.  Another corporation or any foreign government does not control us directly or indirectly.  There are no arrangements that may result in a change of control of our company.

We are aware of two individuals who own more than tenfive percent (10%(5%) of our common stock. These two people are listed in the table below.¹

The table below also lists as of  8/19/0311/30/05 all Directors and Executive Officers who beneficially own our voting securities and the amount of our voting securities owned by the Directors and Executive Officers as a group.

Shareholdings of Directors and Executive Officers

 (1) Addresses: c/o Jewett-Cameron Trading Company Ltd.

                   32775 NW Hillcrest, North Plains, Oregon  97133

(2) 52,500 represent currently exercisable stock options.

(3) 52,500 represent currently exercisable stock options.

#  Based on 1,538,408 shares outstanding as of 05/31/03 and

   currently exercisable stock options owned by each beneficial

   Stockholder.

(1) U.S. National Bank, Trustee for Jewett-Cameron Trading Co. Ltd. Employee Stock Option Plan and Trust is the holder of 147,667 common shares, which represents 14.5% of the issued and outstanding shares.

 (2) Addresses: c/o Jewett-Cameron Trading Company Ltd.

                   32775 NW Hillcrest, North Plains, Oregon  97133

 (3) 52,500 represent currently exercisable stock options.

#  Based on 1,459,858 shares outstanding as of  11/30/05 and currently exercisable stock options owned by each beneficial  Stockholder.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Private Placements of Equity Securities.    Since August 1, 1999, we have not completed any private placements of securities.

Other Transactions

Loans to Executive Officers.    We do not have any loans outstanding to any of our directors or executive officers.

Stock Options Granted to Directors and Executive Officers.    For more information regarding the grant of stock options to directors and executive officers, please see “Management—Director Compensation” and “—Executive Compensation.”

Indemnification and Insurance.    Our bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by British Columbia law. We intend to enter into indemnification agreements with all of our directors and executive officers and to purchase directors’ and officers’ liability insurance prior to the consummation of this offering. In addition, our certificate of incorporation will limit the personal liability of our board members for breaches by the directors of their fiduciary duties. See “Management--Limitation of Liability and Indemnification.”

Executive Compensation And Employment Agreements.  Please see "Management--Executive Compensation" and " Management---Stock Options" for additional information on compensation of our executive officers. Information regarding employment agreements with several of our executive officers is set forth under "Management--Employment Agreements."

LEGAL MATTERS

Issues as to the securities laws of the United States in connection with this Offering will be passed upon for the Companyus by Charles A. Cleveland, P.S., Attorney at Law, Suite 304, Rock Pointe Corporate Center, 1212 North Washington, Spokane, Washington, 99201-2401. Issues as to the corporate and securities laws of Canada and British Columbia in connection with this Offering will be passed upon for the Companyus by Richards Buell Sutton, Suite 700, 401 West Georgia Street, Vancouver, British, Columbia, V 6B 5A1 .V6B 5A1.

EXPERTS

Our financial statements as of the periodyear ended August 31, 200 2 ,2005, included in this prospectus and in the registration statement, have been so included in reliance upon the reports ofaudited by Davidson & Company, independent chartered accountant s, includedaccountants, as stated in this prospectus, and upon the authority of said firm as experts in accounting and auditing.their report appearing herein.  

WHERE YOU CAN FIND MORE INFORMATION

 We have filed with the SEC, a registration statement on Form S-1 under the Securities Act with respect to the common shares offered in this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common shares, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect the registratio nregistration statement and its exhibits and schedules without charge at the public reference facilities the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. You may obtain further information about the operation of the SEC's Public ReferenceRef erence Room by calling the SEC at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a web site maintained by the SEC. The address of this site is http://www.sec.gov.

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ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS

We are organized under the laws of British Columbia, Canada. In addition, some of itsAt the current time we have no directors and officers residewho live outside the United States nor do we have any assets in Canada or any foreign country. However, if we ever have any foreign assets or directors and officers who live outside the United States, and all or a substantial portion of theirwhose assets and its assets are or may be be located in jurisdictions outside the United States. Therefore,States it maywill be difficult for investors to effect service of process within the United States upon its non-U.S. directors and officers or to recover against us, or its non-U.S. directors and officers on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Further, no claim may be brought in Canada against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Canadian law and do not have force of law in Canada. A Canadian court may, however, impose civil liability on us or our directors and off icersofficers if the facts alleged in a complaint constitute or give rise to a cause of action under Canadian law. However, we may be served with process in the United States with respect to actions against it arising out of or in connection with violations of U.S. federal securities laws relating to offers and sales of common shares made hereby by serving CT Corporation System, its U.S. agent, irrevocably appointed for that purpose.

Further, we have been advised by Richards Buell Sutton t hatthat there are grounds upon which Canadian courts may not enforce judgments of U.S. courts. Because judgments of U.S. courts are not automatically enforceable in Canada, , it may be difficult for you to recover against us based upon such judgments.

FEDERAL TAX CONSIDERATIONS TO NON-UNITED STATES  AND UNITED STATES HOLDERS

Material Tax Considerations to Non-U.S. Holder

The following is a summary of certain material United States federal income and estate tax considerations to a non-United States holder (as defined below) relating to the acquisition, ownership and disposition of shares of common stock purchased in this offering, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based on the Internal Revenue Code of 1986, as amended, or, the Code, final, temporary and proposed United States Treasury regulations promulgated thereunder, Internal Revenue Service rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary does not address all the tax consequences that may be relevant to certain non-United States holders in light of the holder’s particular circumstances and it is not intended to be applicable in all respec tsrespects to allal l categories of non-United States holders, some of whom may be subject to special rules not discussed below. The discussion below deals only with shares of common stock held as “capital assets” within the meaning of the Code (generally, property held for investment), and does not address purchasers of the common stock that may be subject to special rules (including, without limitation, certain expatriates, financial institutions, tax-exempt organizations, insurance companies, dealers in securities or currencies, traders in securities, partnerships or other pass through entities, holders whose functional currency is not the United States dollar and persons that hold the common stock as part of a straddle, hedge, conversion or other integrated transaction). In addition, the following discussion does not address any state, local or foreign tax considerations that may be relevant to a non-United States holder’s decision to purchase, own or dispose of shares of common stock.

The rules governing the United States federal income and estate taxation of a non-United States holder are complex, and no attempt will be made herein to provide more than a summary of those rules. Special rules may apply to a non-United States holder that is a controlled foreign corporation, passive foreign investment company or foreign personal holding company and therefore subject to special treatment under the Code. NON-UNITED STATES HOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS WITH REGARD TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF SHARES OF COMMON STOCK, INCLUDING ANY REPORTING REQUIREMENTS.

For purposes of the federal income tax portion of this summary, a “non-United States holder” is a beneficial owner of common stock that for United States federal income tax purposes is a nonresident alien or a corporation, trust or estate that is not (1) a corporation created or organized in or under the laws of the United States or any political subdivision thereof, (2) an estate the income of which is subject to United States federal income taxation regardless of its source or (3) a trust (a) that is subject to the supervision of a court within the United States and one or more United States persons (as described in section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

For purposes of the federal estate tax portion of this summary, a “non-United States holder” is a beneficial owner of common stock who is an individual who is not a United States citizen and who is not domiciled in the United States and who is not otherwise a resident of the United States for federal income tax purposes. A person acquires a domicile in the United States by living in the United States, even for a brief period, with “no definite present intention” of later removing from the United States. If domicile exists in the United States, an intention to change domicile does not actually effect such a change unless accompanied by an actual removal from the United States.

Dividends on Common Stock

Generally, any dividends paid to a non-United States holder of common stock will be subject to United States federal income tax withholding at a rate of 30% of the amount of the dividend, or at a lower applicable income tax treaty rate. However, if the dividend is effectively connected with the conduct of a United States trade or business of a non-United States holder, and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by such non-United States holder, a non-United States holder generally will be taxed in the same manner as a United States holder. An effectively connected dividend received by a corporate non-United States holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or, if applicable, a lower treaty rate). Even though an effectively connected dividend is subject to United States federal income tax, and may be subject to the branch profits tax, i t is not subject to withholding tax (unless derived through a partnership) if the non-United States holder delivers Internal Revenue Service Form W-8ECI (or successor form) annually to us or our agent.

United States Treasury regulations require a non-United States holder to provide certain certifications under penalties of perjury that such holder is not a United States person in order to obtain treaty benefits (and avoid backup withholding as discussed below), a non-United States holder must deliver to us or our agent a properly executed IRS Form W-8BEN (or successor form).

A non-United States holder of common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service.

A non-United States holder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if the excess portion of the distribution does not exceed the adjusted basis of such holder’s common shares. Instead, the excess portion of the distribution will reduce the adjusted basis of the shares. A non-United States holder will be subject to tax on a distribution that exceeds both our current and accumulated earnings and profits and the adjusted basis of its shares, if the non-United States holder otherwise would be subject to tax on gain from the sale or disposition of common shares, as described below. Because we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we plan to withhold U.S. income tax at the rate of 30% on the gross amount of any distribution paid to a non-United States holder unless (i) a lower treaty rate applies and the non-United States holder files Internal Revenue Service Form W-8BEN (or successor form) evidencing eligibility for that reduced rate with us or our agent; or (ii) the non-United States holder files Internal Revenue Service Form W-8ECI (or successor form) with us or our agent claiming that the distribution is effectively connected income. However, a non-United States holder may obtain a refund of amounts we withhold if we later determine that a distribution in fact exceeded our current and accumulated earnings and profits.

Sale, Exchange or Other Disposition of Common Stock