6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

November 19, 2002

SYNSORB Biotech Inc.
Commission File No. 0-29214
(Translation of registrant's name into English)

411 – 19^th Street SE
Calgary, Alberta, Canada, T2E 6J7
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F
X
Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Act of 1934.

Yes
No
X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-    N/A   

O:\OPS\edgar\client files\synsorb_form6k.doc

Exhibit Number	Exhibit
1.	Letter to Shareholders
2.	Interim Financial Statements for the 3rd Quarter,  ended September 30, 2002
3.	Management’s Discussion and Analysis

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.

SYNSORB Biotech Inc.

Dated:  November 19, 2002

By:

(Signed)  “Jim Silye”

Jim Silye

President & CEO

EX-1

SYNSORB BIOTECH INC.

THIRD QUARTER REPORT TO SHAREHOLDERS

For the three months ended September 30, 2002

TO OUR SHAREHOLDERS:

Since the second quarter, the Board of Directors of SYNSORB has approved the following measures:

1.

SYNSORB’s 31,000 square foot manufacturing plant in Calgary has been listed for sale with J.J. Barnicke Ltd., a commercial real estate broker, with an asking price of $3,525,000.  This represents a reduced asking price due to the fact that the Company received no offers from industry for use as a pharmaceutical or drug manufacturing facility after exhausting potential buyers both nationally and internationally.  The current price represents realistic commercial property values.

2.

SYNSORB has retained ICOWorks Services Ltd., an experienced Alberta based auction house, to auction the manufacturing, lab and related equipment, formerly part of SYNSORB’s manufacturing facility.  The public auction of this equipment will be scheduled for mid-January, 2003.

3.

SYNSORB continues to seek a buyer for its patents and related technology.

4.

SYNSORB board has appointed a special committee of the board comprised of Tim Tycholis (Chair), Jim Silye and Gerry Quinn to seek a significant transaction for SYNSORB, which may include acquisition of a new business or assets, appointment of a new management team or similar transaction.  In this connection, the SYNSORB board has retained Network Capital Inc. as its financial advisor to assist in helping the Company achieve the above objectives on behalf of the shareholders of SYSNORB. Network Capital Inc. is a Calgary based financial advisory firm dedicated to providing venture capital, strategic direction and financial advice to Canadian companies.  The principals of Network have substantial experience in capital raising and corporate reorganizations.

FINANCIAL HIGHLIGHTS:

During the third quarter, SYNSORB sold 100,000 free-trading Oncolytics Biotech Inc. shares for net proceeds of $207,000.

The Company wrote down the value of the manufacturing facility and manufacturing equipment to their net realizable values of $3,525,000 and $1,000,000 respectively.

The board continues to seek actions that will maximize the return for SYNSORB shareholders from its present asset base while seeking a new business focus and management team for SYNSORB.  In closing, I thank each of our shareholders for your continued support and if you have any questions please feel free to contact us.

Sincerely,

Jim Silye,

President and Chief Executive Officer

November 13, 2002

…/#

EX-2

Financial Statements of
SYNSORB Biotech Inc.
September 30, 2002 and 2001

SYNSORB Biotech Inc.
Balance Sheets
September 30, 2002 and December 31, 2001
	2002	2001
(in thousand of dollars)	$	$
	(unaudited)	(audited)
ASSETS
Current
Cash and cash equivalents	308	5,841
Accounts receivable	20	62
Prepaids	248	153
	576	6,056
Capital assets (Note 1)	4,595	10,783
Investments (Note 3)	242	5,745
	5,413	22,584
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities (Note 1)	249	4,871
Current portion of long-term debt	-	5,910
	249	10,781
Alberta Heritage Foundation grant	387	387
	636	11,168
Shareholders’ equity
Share capital (Note 4)	72,625	84,271
Deficit	(67,848)	(72,855)
	4,777	11,416
	5,413	22,584
See accompanying notes

APPROVED BY THE BOARD

(Signed)  “Jim Silye
Jim Silye, Director

(Signed)  “Tim Tycholis”  
Tim Tycholis, Director

SYNSORB Biotech Inc.
Statements of Loss and Deficit
Periods Ended September 30, 2002 and 2001
	Three Months Ended		Nine Months Ended
(unaudited)	September 30	September 30	September 30	September 30
	2002	2001	2002	2001
(in thousands of dollars, except per share amounts)	$	$	$	$
Revenue
Interest income	2	93	31	465
Other	-	-	107	214
	2	93	138	679
Expenses
Research and development	-	1,780	-	6,017
Operating	562	894	1,206	3,295
Interest on long-term debt	-	189	71	644
Maintenance of patents	54	-	229	-
Amortization	6,079	282	6,151	828
	6,695	3,145	7,657	10,784
Loss before the following	(6,693)	(3,052)	(7,519)	(10,105)
Gain on the sale and distribution of Oncolytics
shares (Note 3)	126	1,694	12,997	1,694
Share of loss from equity investment in
Oncolytics (Note 3)	-	(497)	(471)	(1,382)
Income/(loss) before tax	(6,567)	(1,855)	5,007	(9,793)
Recovery of future income taxes	-	243	-	426
Net income/(loss) for the period	(6,567)	(1,612)	5,007	(9,367)
Deficit, beginning of period	(61,281)	(57,622)	(72,855)	(49,867)
Deficit, end of period	(67,848)	(59,234)	(67,848)	(59,234)
Basic and diluted net income/(loss) per common
share (Note 5)	(1.32)	(0.33)	1.01	(1.89)
See accompanying notes

SYNSORB Biotech Inc.
Statements of Cash Flows
Periods Ended September 30, 2002 and 2001
	Three Months Ended		Nine Months Ended
(unaudited)	September 30	September 30	September 30	September 30
	2002	2001	2002	2001
(in thousands of dollars)	$	$	$	$
Operating Activities
Net income (loss) for the period	(6,567)	(1,612)	5,007	(9,367)
Add non-cash items
Amortization	6,079	282	6,151	828
Share of loss from equity investment
in Oncolytics (Note 3)	-	497	471	1,382
Gain on sale and distribution of
Oncolytics shares (Note 3)	(126)	(1,694)	(12,997)	(1,694)
Recovery of future income taxes	-	(243)	-	(426)
Cash flow from operations	(614)	(2,770)	(1,368)	(9,277)
Decrease in accounts receivable	34	48	42	121
Decrease (increase) in prepaid expenses	92	5	(95)	(143)
Decrease in accounts payable and
accrued liabilities	(262)	(190)	(4,622)	(808)
	(750)	(2,907)	(6,043)	(10,107)
Investing Activities
Proceeds from sale of capital assets	-	-	37	-
Purchase of capital assets	-	(249)	-	(842)
Proceeds from sale of Oncolytics shares	207	2,363	6,429	2,363
	207	2,114	6,466	1,521
Financing Activities
Common shares issued on exercise of
options and warrants	-	-	-	126
Costs of distribution of shares in Oncolytics	-	-	(46)	-
Repayment of long-term debt	-	(752)	(5,910)	(2,016)
	-	(752)	(5,956)	(1,890)
Decrease in cash and cash equivalents
during the period	(543)	(1,545)	(5,533)	(10,476)
Cash and cash equivalents, beginning of
period	851	9,890	5,841	18,821
Cash and cash equivalents, end of period	308	8,345	308	8,345
Cash interest paid	-	189	71	644
Cash interest received	2	104	31	529
Cash taxes paid	-	40	10	71
See accompanying notes

SYNSORB Biotech Inc.

Notes to the Financial Statements (unaudited)

Periods Ended September 30, 2002 and 2001  

1.

Nature of  Operations

Prior to December 10, 2001 SYNSORB Biotech Inc. (“SYNSORB” or “the Company”) conducted pharmaceutical drug development with respect to SYNSORB Cd® for the prevention of recurrent C.difficile associated diarrhea. On December 10, 2001 the Company terminated development of SYNSORB Cd® including its phase III clinical trials and subsequent to this date the Company had no drug in active development. It remains the Company’s intention to remain as a going concern, and through possible merger, acquisition, licensing of technology or other transaction, to continue as a public company.

Measurement Uncertainty

As a result of the decision to halt development of SYNSORB Cd®, the Company made provision for future wind-down costs and wrote down the carrying value of its capital assets in its financial statements for the year ended December 31, 2001. These cost provisions and write-downs incorporate estimates of potential costs, market realizations and timing which are uncertain and dependent on factors over which management may have no control. These cost provisions and write-downs have been reviewed as at September 30, 2002.

Provision for SYNSORB Cd® Trial Wind-Down Costs

A provision for the future wind-down costs of the clinical trials, reduction in staff and elimination of other costs associated with the development of SYNSORB Cd® totaling $3,830,000 was included in the results for the year ended December 31, 2001.  An additional provision amount of $50,000 was included in the results for the period ended June 30, 2002.  As at September 30, 2002 the entire provision amount had been utilized.  No further wind-down costs are anticipated.

Impairment of Capital Assets

 As part of its drug development activity, SYNSORB built a cGMP-compliant manufacturing facility in 1998. The Company has determined that continued ownership of its manufacturing facility was unnecessary and the facility and equipment has been advertised for sale. As a result of this action the Company wrote-down the value of its building and land and manufacturing equipment for the period ended September 30, 2002 to their estimated net realizable value of $3,525,000 and $1,000,000, respectively (December 31, 2001; $8,600,000 and $2,000,000, respectively).

2.

Summary of Significant Accounting Policies

The interim financial statements of SYNSORB Biotech Inc. (“the Company”) have been prepared in accordance with Canadian generally accepted accounting principles. The accounting policies followed for the period ended September 30, 2002 do not differ from those disclosed in the annual financial statements for the year ended December 31, 2001, except for accounting for stock-based compensation and investments. These interim financial statements should be read in conjunction with the annual financial statements of the Company.

Stock-Based Compensation  

On January 1, 2002 the Company adopted the new CICA standard for stock-based compensation. As permitted by CICA the Company has applied this change prospectively for new awards granted on or after January 1, 2002. During the third quarter ended September 30, 2002, the Company did not grant any stock options nor provide any direct awards of stock or stock-based payments. Accordingly, these interim financial statements will not be affected by the new standard.  

For Stock options granted to employees and directors on or after January 1, 2002 under stock option plans with no cash settlement features, the Company has chosen to recognize no compensation. However, direct awards of stock to employees and stock and stock option awards granted to non-employees will be accounted for in accordance with the fair value method of accounting for stock-based compensation. The fair value of direct awards of stock are determined by the quoted market price of the Company’s stock and the fair value of stock options are to be determined using the Black Scholes option pricing model. In periods prior to January 1, 2002, the Company recognized no compensation when stock or stock options were issued to employees. Pro forma information will be required in the event stock options are granted or direct awards of stock or stock-based payments are provided.  

Investments

The Company used the equity method of accounting for its investment in Oncolytics Biotech Inc. (“Oncolytics”) up until the distribution of the majority of its holding in Oncolytics on May 15^th, 2002.  Subsequent to this date, the investment has been accounted for on a cost basis and accordingly, no further results from Oncolytics have been included in the financial statements.  

3. Business Acquisitions and Dispositions Oncolytics Biotech Inc (“Oncolytics”)

On May 7, 2002 approval was received from both the shareholders of the Company and the shareholders of Oncolytics for the distribution of not less then 4,000,000 Oncolytics shares to the shareholders of the Company on a pro rata basis. On May 8, 2002 the Company received approval from the Court of the Queen’s Bench of Alberta to distribute  these Oncolytics shares and the distribution of 4,000,000 Oncolytics shares was made effective May 15, 2002. The deemed value of these shares on the date of distribution, net of legal fees with respect to the transaction, was $11,600,000 resulting in a gain on distribution of $8,325,000. The transaction was marked to market and accounted for as a return of capital (see Note 4). As part of this transaction the Company’s holding of 1,500,000 million shares in BCY Life Sciences was transferred to Oncolytics. No value had been assigned to these shares in the accounts of the C ompany and no gain or loss was recorded as a result of the transaction. The market value of the BCY shares on May 15, 2002 was $300,000.

During the third quarter of 2002, the Company sold 100,000 freely tradeable shares in Oncolytics for net proceeds of $207,000 resulting in a gain on sale of $126,000.

As at September 30, 2002 the Company held 295,000 common shares of Oncolytics.  Subsequent to September 30, 2002, the Company sold all 295,000 shares of Oncolytics for net proceeds of $469,000.

4.

Share Capital

Authorized and issued share capital

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares issuable in series.  

	Common Shares	Amount
Balance, December 31, 2001 and March 31, 2002	4,959,902	$ 84,271,000
Return of capital on distribution of Oncolytics shares (Note 3)	-	(11,646,000)
Balance, September 30, 2002	4,959,902	$ 72,625,000

On May 15, 2002, the shareholders of the Company approved the consolidation of the common shares on the basis of one new common share being issued for every eight previously issued and outstanding common shares.  All outstanding share and option numbers reflect the one for eight consolidation. The consolidated shares began trading on May 16, 2002.  Simultaneously with the share consolidation was the distribution of the 4,000,000 shares in Oncolytics to the shareholders of the Company.  This distribution was accounted for as a capital transaction and accordingly, the stated capital of the common shares was reduced by $11,646,000.  

Options and Warrants

The Company has issued stock options to acquire common stock through its option plan of which the following were outstanding at September 30, 2002.

		Weighted Average
	Options	Exercise Price
Outstanding at end of the quarter, June 30, 2002	90,578	$ 43.97
Granted during the quarter	-	-
Forfeited during the quarter	(23,762)	$ 21.46
Expired during the quarter	-	-
Outstanding at end of the quarter, September 30, 2002	66,816	$ 51.98
Options exercisable at end of the quarter, September 30, 2002	64,941	$ 53.21

In addition, the Company has granted options and warrants to underwriters and financial institutions pursuant to public offerings and private financings, of which 10,625 warrants (June 30, 2002; 15,625 warrants) were outstanding at September 30, 2002, with a weighted average exercise price of $36.00 per share (June 30, 2002; $42.40 per share).

5.

Income (Loss) per Common Share

Income (loss) per common share calculations are based on net income (loss) for the period as the numerator in the calculation and the weighted average number of common shares outstanding during the period, adjusted for the 1 for 8 stock consolidation described in Note 4, (September 30, 2002; 4,959,902, September 30, 2001; 4,956,441) as the denominator.

6.

Related Party Transactions

During the third quarter the Company paid $84,214 (June 30, 2002; $129,530) to Scout Capital Corporation (“Scout”) as reimbursement of Scout’s costs with respect to the Company’s annual general meeting. An additional amount of $34,060 was paid to Scout during the third quarter to reimburse Scout for expenses incurred on behalf of the Company.

7.

Class Action Lawsuit

A class action statement of claim for violations of Federal securities laws was brought against the Company and its executive officers in the United States District Court, Southern District of New York, on January 17^th, 2002. A second action, citing identical particulars, was filed with the same court on February 22, 2002, and three other complaints were later filed.  These actions were subsequently consolidated into one claim.  The Company has advised its insurance carriers with respect to this claim and retained legal counsel. Under terms of its insurance policies, the Company has the obligation to fund $200,000 with respect to legal costs associated with contesting this action. This amount was paid on March 8, 2002. No accrual has been made in the accounts for any possible outcome of this action as such an estimate cannot be made at this time.

8. Contingencies and commitments Performance Based Compensation

A performance based compensation plan was put in place in March of 2002 for certain Directors.  Under the plan these individuals are eligible to receive bonuses based on increasing the Company’s market capitalization above its amount on March 19, 2002. Payments are linked to distributions made to shareholders, the possible sale, amalgamation or wind-up of the Company, and its market capitalization upon completion of restructuring activities currently underway.

EX-3

SYNSORB Biotech Inc.

Management’s Discussion and Analysis

Management’s discussion and analysis (MD&A) should be read in conjunction with the unaudited interim financial statements for the nine months ended September 30, 2002 and the audited financial statements and MD&A for the year ended December 31, 2001.

Subsequent to the December 10^th, 2001 decision by SYNSORB Biotech Inc (“SYNSORB” or “the Company”) to terminate development of SYNSORB Cd®, the Company terminated 100% of its full time personnel and suspended all clinical, research and development and manufacturing activity.  The Company also reduced spending significantly, vacated its Kensington office space and relocated the administrative function to the manufacturing facility, repaid outstanding debt and listed its cGMP-compliant manufacturing facility for sale. It is still the intention of the board of directors of SYNSORB for the Company to remain as a going concern and to continue as a public company through possible merger, acquisition, licensing of technology or other transaction.

Impairment of Capital Assets

As part of its drug development activity, SYNSORB built a cGMP-compliant manufacturing facility in 1998.  As a result of the decision to halt development of SYNSORB Cd®, the Company determined that continued ownership of this manufacturing facility was unnecessary and the facility was advertised for sale as a cGMP-compliant manufacturing facility, which would have achieved the highest net realizable value for the facility.  The Company wrote down the value of the manufacturing facility and associated equipment at December 31, 2001 to their estimated net realizable values based on potential sale as a cGMP-compliant manufacturing facility.

Efforts to market the facility as a cGMP-compliant manufacturing facility to pharmaceutical companies were unsuccessful.  The Company now expects to realize commercial value for the land and building.  The manufacturing equipment will be auctioned.  Accordingly, the Company has written down the value of the manufacturing equipment and the land and building to $1,000,000 and $3,525,000, respectively (December 31, 2001; $2,000,000 and $8,600,000, respectively).

Revenue

For the three months ended September 30, 2002, the Company recorded total revenue of $2,000 compared to $93,000 for the three months ended September 30, 2001. Total revenue for the nine months ended September 30, 2002 was $138,000 versus $679,000 for the same period in 2001.

Interest income for the third quarter of 2002 was $2,000 as compared with $93,000 for the third quarter of 2001.  Interest income for the nine months ended September 30, 2002 was $31,000, a 93% decrease from the $465,000 recorded for the nine months ended September 30, 2001.  This decrease was a result of the significantly lower average cash on hand balances in 2002 compared to the same periods in 2001.

Other revenue consisted of milestone payments received by the Company.  No milestone payments were received in the third quarter of 2002, unchanged from the third quarter of 2001.  Milestone payments totaled $107,000 and $214,000 for the nine months ended September 30, 2002 and 2001, respectively.

Research and Development Expenses

There were no expenditures on research and development for the quarter or nine months ended September 30, 2002.  Research and development expenditures in the third quarter of 2001 of $1,780,000 and nine months ended September 30, 2001 of $6,017,000 represented costs associated with the clinical trials, manufacturing and quality control and assurance program for the drug SYNSORB Cd® which was in development at that time. All research programs intended to develop and broaden the SYNSORB technology through further research in the field of carbohybrids have been suspended since the termination of development of SYNSORB Cd®.

Operating Expenses

Operating expenses totaled $562,000 for quarter ended September 30, 2002 as compared with $894,000 for the quarter ended September 30, 2001.  For the nine months ended September 30, 2002 operating expenses decreased 63% to $1,206,000 from $3,295,000 for the same period in 2001 due to the wind down of the Company’s operations.  Operating expenses for 2002 represent the ongoing costs of maintaining the manufacturing facility as well as the ongoing administrative, legal and insurance costs of the Company.

Interest Expense

There was no interest paid on long-term debt for the three months ended September 30, 2002 as compared with $189,000 for the three months ended September 30, 2001.  Interest paid on long-term debt for the nine months ended September 30, 2002 was $71,000, an 89% decrease from the $644,000 paid for the nine months ended September 30, 2001.  The decrease in interest expense reflects the repayment in early 2002 of the Company’s outstanding debt.

Maintenance of Patents

Prior to the suspension of all of the Company’s clinical, research and development and manufacturing activities, patent costs were capitalized as intangible assets.  For the year ended December 31, 2001, all such capitalized patents were written off.  For 2002, costs incurred to maintain existing patents of the Company are expensed as incurred.   For the quarter ended September 30, 2002, $54,000 was incurred for maintenance of patents and $229,000 was incurred for the nine months ended September 30, 2002.

Amortization

Amortization for the quarter ended September 30, 2002 was $6,079,000 as compared with $282,000 for the same period in 2001.  For the nine months ended September 30, 2002, amortization of $6,151,000 was recorded versus $828,000 for the nine months ended September 30, 2001.  The large increase in amortization for both periods was a result of the write-down of the value of the building and land and manufacturing equipment as at September 30, 2002 to their net realizable values of $3,525,000 and $1,000,000, respectively.  The total associated charge of $6,072,000 was included in amortization expense for the period ended September 30, 2002.  While management believes these write-downs are appropriate, the carrying value of these assets may not reflect the ultimate realizations that may be achieved on their dispositions.

Capital Expenditures

There were no capital expenditures or sale of capital assets in the third quarter of 2002. Capital expenditures for the third quarter of 2001 were $249,000. There were no capital expenditures for the nine months ended September 30, 2002 versus $842,000 for the same period in 2001.  Proceeds from the sale of capital assets totaled $37,000 for the nine months ended September 30, 2002.  The complete reduction in capital expenditures and the sale of capital assets in 2002 reflects the wind-down in operations of the Company.

Oncolytics Shareholding

On May 7, 2002 the shareholders of SYNSORB approved the distribution of 4,000,000 Oncolytics shares and a simultaneous one for eight consolidation of SYNSORB shares.  The record date for the distribution of the Oncolytics shares was close of business on May 15, 2002 and the new SYNSORB shares were posted for trading at the open of business on May 16, 2002 on a one for eight consolidated basis.

During the third quarter of 2002, the Company sold 100,000 freely tradeable shares in Oncolytics for net proceeds of $207,000. As at September 30, 2002 the Company owned 295,000 shares of Oncolytics.  Subsequent to September 30, 2002 the Company sold all 295,000 shares of Oncolytics for net proceeds of $469,000.

Liquidity and Capital Resources

The Company’s cash and working capital position as at September 30, 2002 were $308,000 and $327,000 respectively, compared to December 31, 2001 balances of $5,841,000 and ($4,725,000) respectively.

The Company’s primary source of future liquidity remains the amount that can be realized from the sale of its redundant assets.  The Company has offered its building and manufacturing equipment for sale, however the Company has no control over the timing or valuation of transactions with respect to these assets.  There may be some revenue generated from SYNSORB’s patent and licence technology although the Company cannot predict the likelihood, timing or amount of any milestone or royalty receipts.