UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest event reported):  February 16, 2017

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JEWETT-CAMERON TRADING COMPANY LTD.

(Exact name of registrant as specified in its charter)

(503) 647-0110

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(Registrant's telephone No. including area code)

Not Applicable

_________________________________________________________________

(Former Name or Former Address, if Changed since Last Report)

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Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below:

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Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425).

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14e-4(c))

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 16, 2017, the Company received notice from NASDAQ that due to the resignation of Director Ralph Lodewick effective January 30, 2017, the Company currently has only 2 independent directors on the Audit Committee and therefore it currently does not comply with NASDAQ’s audit committee requirements under Listing Rule 5605.

Under NASDAQ Listing Rules 5605(c)(4) and 5605(d)(4), NASDAQ has granted the Company a cure period to regain compliance by naming a new Independent Director to the Audit Committee. The cure period extends until (i) the earlier of the Company’s next annual shareholders’ meeting or January 30, 2018; or (ii) if the next annual shareholders’ meeting is held before July 31, 2017, then the Company must evidence compliance no later than July 31, 2017. The Company is currently evaluating candidates for the new Independent Director who will have the necessary qualifications and financial experience to serve on the Audit Committee. The next annual shareholders’ meeting will be held in early calendar 2018 and the Company intends to regain compliance before that date.

SIGNATURE

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