JEWETT CAMERON TRADING CO LTD - Quarter Report: 2002 November (Form 10-Q)

Filed by Automated Filing Services Inc. (604) 609-0244 - Jewitt-Cameron Trading Company Form 10-Q

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

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2002

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

For the transition period from ____________________ to ______________________

Commission file number: 0-19954

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

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

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

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

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

Yes X No ___

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

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

Yes ___ No ___

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Jewett-Cameron Trading Company Ltd.

Index to Form 10-Q

Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

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

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

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

Consolidated Statements of Stockholder’s Equity

Notes to the Consolidated Financial Statements

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

Item 3 – Quantitative and Qualitative Disclosure About Market Risk

Item 4 – Controls and Procedures

PART 2 – OTHER INFORMATION

Signatures

Certifications

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

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

JEWETT-CAMERON TRADING COMPANY LTD.

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

NOVEMBER 30, 2002

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


		November 30,		August 31,
		2002		2002


ASSETS

Current
Cash and cash equivalents	$	261,115	$	469,991
Accounts receivable, net of allowance of $310,000 (2001 - $315,000)		4,550,891		6,098,733
Inventory (Note 4)		7,624,039		4,696,783
Prepaid expenses		204,308		102,423


Total current assets		12,640,353		11,367,930

Capital assets (Note 5)		2,792,294		2,861,850

Deferred income taxes (Note 6)		171,900		171,900


Total assets	$	15,604,547	$	14,401,680

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

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


		November 30,			August 31,
		2002			2002



LIABILITIES AND STOCKHOLDERS' EQUITY

Current
Bank indebtedness (Note 7)	$	5,370,542		$	2,965,639
Accounts payable and accrued liabilities		2,585,993			4,018,760


Total current liabilities		7,956,535			6,984,399


Stockholders' equity
Capital stock (Note 8)
Authorized
20,000,000 Common shares, without par value
10,000,000 Preferred shares, without par value
Issued
1,025,605 Common shares (August 31, 2002 – 1,005,662)		1,871,340			1,706,451
Additional paid-in capital		602,587			602,587
Retained earnings		5,479,061			5,365,515


		7,952,988			7,674,553

Less: Treasury stock – 50,100 common shares (August 31, 2002 – 44,700)		(304,976	)		(257,272	)


Total stockholders' equity		7,648,012			7,417,281


Total liabilities and stockholders' equity	$	15,604,547		$	14,401,680


Contingent liabilities and commitments (Note 11)

On behalf of the Board:

/s/ D.M. Boone	Director	/s/ J.J. Lowe	Director

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

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


		Three Month			Three Month
		Period Ended			Period Ended
		November 30,			November 30,
		2002			2001



SALES	$	13,499,920		$	4,106,102

COST OF SALES		11,313,572			3,095,898


GROSS PROFIT		2,186,348			1,010,204


OPERATING COSTS
Depreciation		79,193			67,807
General and administration		320,729			167,423
Wages and employee benefits		1,351,111			546,222
Warehouse expenses and supplies		216,740			70,467


		1,967,773			851,919


Income from operations		218,575			158,285


OTHER ITEMS
Interest and other income		200			1,245
Interest expense		(43,229	)		(1,038	)


		(43,029	)		207


Income before income taxes		175,546			158,492

Income taxes		62,000			65,000


Net income for the period	$	113,546		$	93,492


Basic earnings per share	$	0.12		$	0.10


Diluted earnings per share	$	0.11		$	0.09

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

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


		Three Month			Three Month
		Period Ended			Period Ended
		November 30,			November 30,
		2002			2001



CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	113,546		$	93,492
Items not involving an outlay of cash:
Depreciation		79,193			67,807
Stock based compensation		-			20,340

Changes in non-cash working capital items:
Decrease in accounts receivable		1,547,842			327,486
Increase in inventory		(2,927,256	)		(24,328	)
Increase in prepaid expenses		(101,885	)		(69,497	)
Decrease in accounts payable and accrued liabilities		(1,373,978	)		(71,682	)


Net cash provided by (used in) operating activities		(2,662,538	)		343,618


CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness		2,404,903			(297,960	)
Treasury shares acquired		(47,704	)		(103,564	)
Issuance of capital stock		106,100			-


Net cash provided by (used in) financing activities		2,463,299			(401,524	)


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital assets		(9,637	)		(14,466	)


Net cash used in investing activities		(9,637	)		(14,466	)


Change in cash and cash equivalents		(208,876	)		(72,372	)

Cash and cash equivalents, beginning of period		469,991			322,622


Cash and cash equivalents, end of period	$	261,115		$	250,250


Supplemental disclosures with respect to cash flows (Note 14)

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

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

	Common Stock					Treasury Shares

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




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

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


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

Net income for the year	-			-		-			-			-		712,196			712,196
Treasury shares acquired	-			-		31,500			(168,554	)		-		-			(168,554	)


Balance, August 31, 2001	1,074,162			1,795,157		97,000			(501,196	)		582,247		4,817,666			6,693,874

Net income for the year	-			-		-			-			-		837,024			837,024
Shares cancelled	(76,500	)		(129,808	)	-			-			-		-			(129,808	)
Treasury shares acquired	-			-		24,200			(175,059	)		-		-			(175,059	)
Treasury shares cancelled	-			-		(76,500	)		418,983			-		-			418,983
Premium relating to cancellation
of share capital	-			-		-			-			-		(289,175	)		(289,175	)
Stock based compensation on
repricing of employee stock
options	-			-		-			-			20,340		-			20,340
Share options exercised	8,000			41,102		-			-			-		-			41,102


Balance, August 31, 2002	1,005,662			1,706,451		44,700			(257,272	)		602,587		5,365,515			7,417,281
Net income for the year	-			-		-			-			-		113,546			113,546
Private placement	12,860			106,100		-			-			-		-			106,100
Shares issued for ESOP	7,083			58,789		-			-			-		-			58,789
Treasury shares acquired	-			-		5,400			(47,704	)		-		-			(47,704	)


Balance, November 30, 2002	1,025,605		$	1,871,340		50,100		$	304,976		$	602,587	$	5,479,061		$	7,648,012

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

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

1.	NATURE OF OPERATIONS

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

	The Company through its subsidiaries operates out of facilities located in North Plains, Oregon and Ogden, Utah. The Company operates as a wholesaler of lumber and building materials to home improvement centres located primarily in the Pacific and Rocky Mountain regions of the United States; as a processor and distributor of industrial wood and other specialty building products principally to original equipment manufacturers; as an importer and distributor of pneumatic air tools and industrial clamps throughout the United States, and as a processor and distributor of agricultural seeds in the United States.

2.	SIGNIFICANT ACCOUNTING POLICIES

	Generally accepted accounting principles

	These consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America, which are not materially different from generally accepted accounting principles utilized in Canada.

	In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary (consisting only of normal recurring accruals) to present fairly the financial information contained therein. These statements do not include all disclosures required by generally accepted accounting principles and should be read in conjunction with the audited financial statements of the Company for the year ended August 31, 2002. The results of operations for the period ended November 30, 2002 are not necessarily indicative of the results to be expected for the year ending August 31, 2003.

	Principles of consolidation

	These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, The Jewett-Cameron Lumber Corporation, Jewett-Cameron Seed Co., Greenwood Products, Inc. and MSI-PRO Co., all of which are incorporated under the laws of Oregon, U.S.A.

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

	Estimates

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

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

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

	Revenue recognition

	The Company recognizes revenue from the sales of building supply products, industrial wood and other specialty products and tools, when the products are shipped and the ultimate collection is reasonably assured. Revenue from the Company's seed operations is generated by the provision of seed processing, handling and storage services provided to seed growers, and by the sales of seed products. Revenue from the provision of these services and products is recognized when the services have been performed and products sold and collection of the amounts is reasonably assured.

	Currency

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

	Cash and cash equivalents

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

	Inventory

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

	Capital assets and depreciation

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

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

	Foreign exchange

	The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Statement of operations accounts are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. Gains and losses resulting from foreign currency translations are also included in current results of operations.

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

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

	Earnings per share

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

	The earnings per share data for the periods ended November 30 is summarized as follows:


		Three Month		Three Month
		Period Ended		Period Ended
		November 30,		November 30,
		2002		2001


Net income	$	113,546	$	93,492


Basic earnings per share weighted average number of shares outstanding	$	970,391	$	970,783
Effect of dilutive securities
Stock options		52,687		46,892


Diluted earnings per share weighted average number of shares outstanding	$	1,023,078	$	1,017,675

	Employee stock option plan

	Financial Accounting Standards Board statement No. 123 (Accounting for Stock-Based Compensation) encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair value of options granted. The Company has elected to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 (Accounting for Stock Issued to Employees) and related interpretations and to provide additional disclosures with respect to the pro-forma effects of adoption had the Company recorded compensation expense as provided in SFAS 123.

	In accordance with APB-25, compensation costs for stock options is recognized in income based on the excess, if any, of the quoted market price of the stock at the grant date of the award or other measurement date over the amount an employee must pay to acquire the stock. Generally, the exercise price for stock options granted to employees equals or exceeds the fair market value of the Company's common stock at the date of grant, thereby resulting in no recognition of compensation expense by the Company.

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

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

	Post retirement benefits

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

	Financial instruments

	The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values:

	Bank indebtedness

	The carrying amount approximates fair value due to the short-term nature of the obligation.

	Cash and short-term investments

	The carrying amount approximates fair value because of the short-term maturity of those instruments.

	Accounts receivable

	The carrying value of accounts receivable approximates fair value due to the short-term nature and historical collectability.

	Accounts payable

	The carrying value of accounts payable approximates fair value due to the short-term nature of the obligations. The estimated fair values of the Company's financial instruments are as follows:


		November 30, 2002				August 31, 2002


		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value


Cash and cash equivalents	$	261,115	$	261,115	$	469,991	$	469,991
Accounts receivable		4,550,891		4,550,891		6,098,733		6,098,733
Bank indebtedness		5,370,542		5,370,542		2,965,639		2,965,639
Accounts payable		2,585,993		2,585,993		4,018,760		4,018,760

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

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

	Comparative figures

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

	Income taxes

	Income taxes are provided in accordance with SFAS No. 109, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

	Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

	New accounting pronouncements

	In July 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" that records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. The initial recognition of the liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. SFAS 143 is required to be adopted effective January 1, 2003.

	In April 2002, FASB issued No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". SFAS No. 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect and eliminates an inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Generally, SFAS No. 145 is effective for transactions occurring after May 15, 2002.

	In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities" that nullifies Emerging Issues Task Force Issue No. 94-3 ("EITF Issue 94-3") "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereby EITF Issue 94-3 had recognized the liability at the commitment date to an exit plan. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002 with earlier application encouraged.

	The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.

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

3.	BUSINESS COMBINATION AND ACQUISITION

	During the period ended November 30, 2000, the Company acquired all of the assets, including land, buildings and equipment of Agrobiotech Inc. (Hillsboro) for total proceeds of $1,530,762.

	The cost of the acquisition was allocated as follows:

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


	$	1,530,762

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

4.	INVENTORY


			November 30,			August 31,
			2002			2002


	Home improvement products	$	6,373,718		$	3,862,811
	Air tools and industrial clamps		276,080			289,847
	Agricultural seed products		974,241			544,125

		$	7,624,039		$	4,696,783

5.	CAPITAL ASSETS


			November 30,			August 31,
			2002			2002


	Office equipment	$	497,745		$	488,108
	Warehouse equipment		669,274			669,274
	Buildings		2,088,042			2,088,042
	Land		851,568			851,568


			4,106,629			4,096,992
	Accumulated depreciation		(1,314,335	)		(1,235,142	)


	Net book value	$	2,792,294		$	2,861,850

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

5.	CAPITAL ASSETS (cont’d…)

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

6.	DEFERRED INCOME TAXES

	Deferred income taxes of $171,900 (August 31, 2002 - $171,900) relate principally to timing differences between the accounting and tax treatment of income, expenses, reserves and depreciation.

7.	BANK INDEBTEDNESS


		November 30,		August 31,
		2002		2002


Demand loan	$	5,370,542	$	2,965,639

	Bank indebtedness is secured by an assignment of accounts receivable and inventory. Interest is calculated at either prime or the libor rate plus 200 basis points.

8.	CAPITAL STOCK

	Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.

	Treasury stock

	Treasury stock is recorded at cost. During the periods ended November 30, 2002 and 2001, the Company repurchased 5,400 and 15,100 shares, respectively, at an aggregate cost of $47,704 and $103,564, respectively.

	Stock options

	The Company has a stock option plan under which stock options to purchase securities from the Company can be granted to directors and employees of the Company on terms and conditions acceptable to the regulatory authorities of Canada, notably the Toronto Stock Exchange ("TSX"), the Ontario Securities Commission and the British Columbia Securities Commission.

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

8.	CAPITAL STOCK (cont’d…)

	Stock options (cont’d…)

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

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

	Proceeds received by the Company from exercise of stock options are credited to capital stock.

	At November 30, 2002, employee incentive stock options were outstanding enabling the holders to acquire the following number of shares:


Number	Exercise
of Shares	Price	Expiry Date


70,000	Cdn$4.25	August 6, 2006
12,000	Cdn$7.50	December 31, 2003

9.	EMPLOYEE STOCK OWNERSHIP PLAN

	The Company sponsors an employee stock ownership plan ("ESOP") that covers all U.S. employees who are employed by the Company on August 31 of each year and who have at least one thousand hours with the Company in the twelve months preceding that date. The ESOP grants to participants in the plan certain ownership rights in, but not possession of, the common stock of the Company held by the Trustee of the Plan. Shares of common stock are allocated annually to participants in the ESOP pursuant to a prescribed formula. The Company accounts for its ESOP in accordance with SOP-93-6 (Employers' Accounting for Employee Stock Ownership Plans). The Company records compensation expense equal to the market price of the shares acquired on the open market. Any dividends on allocated ESOP shares are recorded as a reduction of retained earnings.

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

10.	STOCK BASED COMPENSATION EXPENSE

	Following is a summary of the status of the plan during 2002 and 2001:


			Weighted
			Average
	Number		Exercise
	of Shares		Price


Outstanding at August 31, 1999 and 2000	90,000		Cdn$5.14

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


Outstanding at August 31, 2001	78,000		Cdn$4.66

Granted	-
Forfeited	-
Repriced	12,000		Cdn$7.50
Exercised	(8,000	)	Cdn$8.25
Expired	-


Outstanding at August 31, 2002 and November 30, 2002	82,000		Cdn$4.73

Following is a summary of the status of options outstanding at November 30, 2002:

Outstanding Options

Exercisable Options

Weighted

Average

Weighted

Remaining

Average

Contractual

Exercise

Exercise Price

Number

Life

Price

Number

Price

Cdn$

4.25

70,000

4.75

Cdn$4.25

70,000

Cdn$4.25

Cdn$

8.25

8,000

0.08

Cdn$8.25

8,000

Cdn$8.25

Cdn$

7.50

12,000

2.08

Cdn$7.50

12,000

Cdn$7.50

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

10.	STOCK BASED COMPENSATION EXPENSE (cont’d…)

	The Company has elected to follow APB Opinion No. 25 (Accounting for Stock Issued to Employees) in accounting for its employee stock options. Accordingly, compensation cost for stock options is measured as the excess, if any, of quoted market price of the Company's stock at the date of grant over the option price. Stock based compensation recognized during the period ended November 30, 2002 was $Nil (2001 - $20,340). This amount was allocated to wages and employee benefits in the accompanying statement of operations. If under Financial Accounting Standards Board Statement No. 123 (Accounting for Stock-Based Compensation) the Company determined compensation costs based on the fair value at the grant date for its stock options, net earnings and earnings per share would have been reduced to the following pro-forma amounts:


		November 30,		November 30,
		2002		2001


Net income
As reported	$	113,546	$	93,492


Pro forma	$	113,546	$	83,520


Basic earnings per share
As reported	$	0.12	$	0.10


Pro forma	$	0.11	$	0.09


Diluted earnings per share
As reported	$	0.11	$	0.09


Pro forma	$	0.11	$	0.08

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


	November 30,	November 30,
	2002	2001


Risk-free interest rate	-	3.00%
Expected life of the options	-	2 years
Expected volatility	-	41.62%
Expected dividend yield	-	-

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

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

		The Black-Scholes option valuation model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options, and the Company's options do not have the characteristics of traded options, so the option valuation models do not necessarily provide a reliable measure of the fair value of its options.

11.	CONTINGENT LIABILITIES AND COMMITMENTS

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

	b)	At November 30, 2002, the Company had an un-utilized line-of-credit of approximately $230,000.

12.	SEGMENTED INFORMATION

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

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

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

12.	SEGMENTED INFORMATION (cont’d…)

	Following is a summary of segmented information for the three month periods:


		November 30,			November 30,
		2002			2001


Sales to unaffiliated customers:
Building materials	$	1,280,758		$	3,133,563
Industrial tools		247,468			191,027
Seed processing services and sales		705,118			781,512
Industrial wood products		11,266,576			-


	$	13,499,920		$	4,106,102


Income (loss) from operations:
Building materials	$	(57,053	)	$	33,868
Industrial tools		13,292			21,104
Seed processing services and sales		26,571			133,018
General corporate		(6,749	)		(29,705	)
Industrial wood products		242,514			-


	$	218,575		$	158,285


Identifiable assets:
Building materials	$	6,100,841		$	6,218,756
Industrial tools		98,822			91,983
Seed processing services and sales		1,395,276			987,626
General corporate		157,867			18,986
Industrial wood products		7,851,741			-


	$	15,604,547		$	7,317,351


Depreciation:
Building materials	$	62,288		$	67,807
Industrial tools		-			-
Seed processing services and sales		-			-
Industrial wood products		16,905			-


	$	79,193		$	67,807

-
continued
-

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

12.

SEGMENTED INFORMATION (cont’d…)

		November 30,		November 30,
		2002		2001


Cont’d…

Capital expenditures:
Building materials	$	9,637	$	3,531
Seed processing services and sales		-		10,935
Industrial wood products		-		-


	$	9,637	$	14,466


Interest expense:
Building materials	$	40,021	$	1,038
Industrial tools		-		-
Seed processing services and sales		-		-
Industrial wood products		3,008		-


	$	43,029	$	1,038

	For the three month periods ended November 30, 2002 and 2001 the Company made sales of $225,860 (2001 -$1,317,640) and $755,295 (2001 - $1,570,807) to customers of the building material segments which were in excess of 10% of total sales for the quarter.

13.	CONCENTRATIONS OF CREDIT RISK

	Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high quality financial institutions and limits the amount of credit exposure with any one institution. The Company has concentrations of credit risk with respect to accounts receivable as large amounts of its accounts receivable are concentrated geographically in the United States amongst a small number of customers. At November 30, 2002, two customers totalling $Nil(2001 - $636,636) and $648,774, respectively, accounted for accounts receivable greater than 10% of total accounts receivable. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its commercial customers but generally does not require collateral to support accounts receivable.

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

14.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS


		November 30,		November 30,
		2002		2001


Cash paid during the period for:
Interest	$	32,132	$	1,038
Income taxes		-		-

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

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

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

RESULTS OF OPERATIONS

Three months ended November 30, 2002 and 2001:

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

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

Business Risks

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

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

Demand for Company products may change:

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

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

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

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

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

Shareholders could experience significant dilution:

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

The Company could lose its significant customers:

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

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

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

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

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

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

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

Item 3 – Quantitative and Qualitative Disclosures about Market Risks:

Interest Rate Risk

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

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

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

Foreign Currency Risk

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

Item 4. Controls and Procedures

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


	officer and principal financial officer concluded that our disclosure controls and procedures are effective.

b)	There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph a) above.

Part II – OTHER INFORMATION

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

SIGNATURES

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

	Jewett-Cameron Trading Company Ltd. (Registrant)



Dated: January 15, 2002	/s/ Donald M. Boone
	Donald M. Boone, President/CEO/Director

	/s/ Michael C. Nasser
	Michael C. Nasser, Corporate Secretary

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

I, Donald M. Boone, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Jewett Cameron Trading Company Ltd;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”), and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date:

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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

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

I, Michael C. Nasser, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Jewett Cameron Trading Company Ltd;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”), and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date:

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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