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


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934


For period ended September 30January, 20022003


Big Rock Brewery Ltd.


5555 – 76 Avenue SE, Calgary, AB T2C 4L8


Indicate whether the registrant files or will file annual reports under cover of 
Form 20-F or Form 40-F


Form 20-F   [X]                 Form 40-F     [  ]


[X]
Form 40-F
[  ]
Indicate 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 Exchange Act of 1934.


Yes     [  ]                    No     [X]












[  ]090103/1504/一97


No- [X]# -




[BIG ROCK BREWERY LTD.
InterimN ConsolidatedE FinancialW StatementsS   R E L E A S E


BigBIG RockROCK BreweryANNOUNCES Ltd.SHAREHOLDER AND COURT APPROVALS
OF REORGANIZATION INTO AN INCOME TRUST
SeptemberCALGARY, 30ALBERTA, 2002JANUARY 8, 2003 – Big Rock Brewery Ltd. (TSX: BR, NASDAQ: BEER) ("Big Rock" or the "Company") is pleased to announce that at its Special Meeting of Shareholders and Optionholders held this morning, shareholders and optionholders overwhelmingly approved reorganizing the Company into Big Rock Brewery Income Trust (the "Trust").
(unaudited)A final order of the Court of Queen's Bench of Alberta was issued this afternoon approving Big Rock's plan of arrangement.  The reorganization will be effective at the closing of the transaction scheduled to be held on or about January 10, 2003.  The trust units of the Trust are anticipated to commence trading on the Toronto Stock Exchange under the symbol "BR.UN" within a few days thereafter.  The trust units will not be listed for trading on the NASDAQ system.
BigCorporate Rock Brewery Ltd.Profile
CONSOLIDATEDBig BALANCERock SHEETSis a regional producer and marketer of premium quality beers, headquartered in Calgary, Alberta, Canada.  Big Rock's products are available in draught, bottles and cans.  Big Rock also produces or distributes Cider and Cooler products.  Big Rock is committed to four business fundamentals:


As at •
September 30, 2002 $ March 31, 2002 $
(unaudited) (audited)
ASSETS 
Current 
Cash and cash equivalents 649,564 1,016,158
Accounts receivable 2,438,514 2,116,325
Inventories 3,450,863 2,896,052
Prepaid expenses and other 542,836 417,445
Investments 7,817 46,365
7,089,594 6,492,345
Capital assets [note 1] 27,925,420 25,872,488
Long-term investment [note 1] - 227,222
Deferred charges 229,261 216,806
Goodwill [notes 1 and 2] 727,218 251,830
35,971,493 33,060,691
LIABILITIES AND SHAREHOLDERS’ EQUITY 
Current 
Bank indebtedness 741,150 1,857,882
Accounts payable and accrued liabilities 1,825,953 1,334,322
Income tax payable 972,224 468,894
Current portion of long-term debt 1,696,784 1,696,784
5,236,111 5,357,882
Long-term debt 1,450,501 1,502,275
Future income taxes 4,711,235 4,416,400
11,397,847 11,276,557
Shareholders’ equity 
Share capital [note 3] 14,194,688 13,131,991
Retained earnings 10,378,958 8,652,143
24,573,646 21,784,134
35,971,493 33,060,691
consistently brewing distinctive, premium quality beers;
See accompanying notes•
Bigprofitable Rockgrowth Breweryin Ltd.business operations;
CONSOLIDATED STATEMENTS OF 
OPERATIONS AND RETAINED EARNINGS•
Septemberconstantly 30providing superior, personalized customer services; and
Six Months Ended Three Months Ended 
2002 2001 2002 2001
$ $ $ $
(unaudited) (unaudited) 
Revenue 
Sales 21,603,455 19,724,651 11,269,829 10,519,665
Government taxes and commissions 4,890,747 5,224,049 2,420,131 2,719,432
16,712,708 14,500,602 8,849,698 7,800,233
Cost of sales 6,609,296 5,746,141 3,398,328 3,027,006
Gross profit 10,103,412 8,754,461 5,451,460 4,773,227
Expenses 
Selling, general and administrative 6,412,291 6,085,379 3,358,203 3,256,148
Interest 141,697 193,317 111,175 101,070
Amortization 802,262 639,654 441,912 339,654
7,356,250 6,918,350 3,911,290 3,696,872
Income before income taxes 2,747,162 1,836,111 1,540,170 1,076,355
Current income tax expense 948,512 198,564 571,577 110,129
Future income tax expense 71,835 463,316 43,464 256,967
1,020,347 661,880 615,041 367,096
Net income for the period 1,726,815 1,174,231 925,129 709,260
Retained earnings, beginning of period 8,652,143 7,484,082 9,453,829 7,899,328
Redemption of common shares - (49,725) - -
Retained earnings, end of period 10,378,958 8,608,588 10,378,958 8,608,588
Net income per share 
Basic and diluted 0.32 0.23 0.17 0.14
•
Seecreating accompanyingand notessustaining strong community relationships.
Big Rock Breweryproducts Ltdare marketed in five provinces and three territories in Canada and in the United States.
CONSOLIDATEDFor STATEMENTSfurther OFinformation CASHplease FLOWScontact:


SeptemberEd 30McNally Chairman Big Rock Brewery Ltd. Phone: (403) 720-3239 Fax: (403) 236-7523 Tim A. Duffin, C.A. Chief Financial Officer Big Rock Brewery Ltd. Phone: (403) 720-4473 Fax: (403) 236-7523


















2002 2001
$ $
(unaudited) (unaudited)
Operating Activities 
Net income for the period 1,726,815 1,174,231
Items not affecting cash: 
Amortization and writedown of assets 830,400 639,654
Future income taxes 71,835 463,316
2,629,050 2,277,201
Net change in non-cash working capital (243,485) (341,077)
Cash provided by operating activities 2,385,565 1,936,124
Financing Activities 
Decrease in bank indebtedness (1,116,732) (1,072,811)
Repayment of long-term debt (919,524) (914,783)
Share repurchase - (107,998)
Shares issued by private placement - 990,000
Shares issued on exercise of options 287,698 -
Cash used in financing activities (1,748,558) (1,105,592)
Investing Activities 
Purchase of capital assets (763,295) (1,565,409)
Deferred charges (25,306) -
Acquisition of Bear View (215,000) -
Cash used in investing activities (1,003,601) (1,565,409)
Net decrease in cash (366,594) (734,877)
Cash and cash equivalents, beginning of period 1,016,158 1,602,202
Cash and cash equivalents, end of period 649,564 867,325
090103/1504/一97

See accompanying notes

Big Rock Brewery Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2002

These interim consolidated financial statements should be read in conjunction with the Company's annual audited consolidated financial statements as at and for the year ended March, 31, 2002. Accounting policies and methods followed in the preparation of these financial statements are the same as those summarized in note 2 to the consolidated financial statements for the year ended March 31, 2002 except as noted below.

1. ACQUISITIONS

On July 1, 2002 the Company completed the acquisition of 100% of the issued and outstanding shares of Bear Brewing Company Ltd. ("Bear") in exchange for 100,000 shares of Big Rock Brewery Ltd. valued at $7.75 per share. Bear is a British Columbia based company that produces and markets its own brands of specialty draught and bottled beer. Simultaneously, the Company exercised its option to increase its ownership of Bear View Developers Ltd. ("Bear View") from 50% to 100% for consideration of $215,000 cash. Bear View owns the land and building from which Bear operates its brewery. The acquisitions have been accounted for using the purchase method with the results of operations of Bear and Bear View accounted for from the date of acquisition.

The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed from these transactions, including acquisition costs, in the current period:

	Bear $	Bear View $
Working capital	277,612	(2,331)
Capital assets	650,000	1,409,553
Goodwill	475,388	-
	1,403,000	1,407,222
Long-term debt assumed	(500,000)	(870,000)
Future income taxes	(128,000)	(95,000)
Consideration paid for initial 50% interest in Bear View	-	(227,222)
	775,000	215,000

Big Rock Brewery Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2002

2. CHANGES IN ACCOUNTING POLICY

Goodwill

During the first quarter of 2002, the Company adopted the new Canadian Institute of Chartered Accounts (“CICA”) recommendations for goodwill. Previously, the Company amortized goodwill over 20 years. Under the new standard, goodwill is no longer amortized but is instead subjected to an impairment test at least annually with any resulting impairment charged to earnings. There was no impairment of goodwill upon adoption of this standard.

Stock Compensation

On April 1, 2002, the Company adopted the new CICA recommendations for stock-based compensation. The Company has applied the change prospectively for new awards and has chosen not to recognize compensation expense when stock options are granted to employees and directors under the stock option plan with no cash settlement feature.

The new standard requires that stock-based payments to non-employees be accounted for in accordance with the fair value method. 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 determined using the Black Scholes option pricing model.

This new standard requires the presentation of pro-forma net income as if the Company had accounted for its employee stock options granted after March 31, 2002 under the fair value method. During the period there were 30,250 stock options granted at an exercise price of $7.23

	Three Months Ended September 30, 2002 $	Six Months Ended September 30, 2002 $
Net income for the period as reported	925,129	1,726,815
Compensation expense	35,566	35,566
Pro forma net income for the period	889,563	1,691,249
Reported earnings per share – basic and diluted	0.17	0.32
Compensation expense per share	-	-
Pro forma earnings per share – basic and diluted	0.17	0.32

The estimated fair value of stock options was determined using the Black-Scholes model using the following weighted average assumptions:

	2002
Risk free interest rate (%)	2.83
Estimated hold period prior to exercise (years)	4.00
Volatility in the price of the Company’s common shares (%)	28.00
Dividend Yield (%)	0.00

The weighted average fair value of the stock option granted in the period was $1.90.

3. ISSUED AND OUTSTANDING COMMON SHARES

	Shares #	Amount $
Balance as at March 31, 2002	5,241,556	13,131,991
Shares issued on exercise of stock options	35,800	175,480
Balance as at June 30, 2002	5,277,356	13,307,471
Shares issued for acquisition of Bear	100,000	775,000
Shares issued on exercise of stock options	22,800	287,698
Balance as at September 30, 2002	5,400,156	14,194,689

	September 30, 2002 $	March 31, 2002 $
	(unaudited)	(audited)
ASSETS
Current
Cash and cash equivalents	649,564	1,016,158
Accounts receivable	2,438,514	2,116,325
Inventories	3,450,863	2,896,052
Prepaid expenses and other	542,836	417,445
Investments	7,817	46,365
	7,089,594	6,492,345
Capital assets [note 1]	27,925,420	25,872,488
Long-term investment [note 1]	-	227,222
Deferred charges	229,261	216,806
Goodwill [notes 1 and 2]	727,218	251,830
	35,971,493	33,060,691
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Bank indebtedness	741,150	1,857,882
Accounts payable and accrued liabilities	1,825,953	1,334,322
Income tax payable	972,224	468,894
Current portion of long-term debt	1,696,784	1,696,784
	5,236,111	5,357,882
Long-term debt	1,450,501	1,502,275
Future income taxes	4,711,235	4,416,400
	11,397,847	11,276,557
Shareholders’ equity
Share capital [note 3]	14,194,688	13,131,991
Retained earnings	10,378,958	8,652,143
	24,573,646	21,784,134
	35,971,493	33,060,691

	Six Months Ended		Three Months Ended
	2002	2001	2002	2001
	$	$	$	$
	(unaudited)		(unaudited)
Revenue
Sales	21,603,455	19,724,651	11,269,829	10,519,665
Government taxes and commissions	4,890,747	5,224,049	2,420,131	2,719,432
	16,712,708	14,500,602	8,849,698	7,800,233
Cost of sales	6,609,296	5,746,141	3,398,328	3,027,006
Gross profit	10,103,412	8,754,461	5,451,460	4,773,227
Expenses
Selling, general and administrative	6,412,291	6,085,379	3,358,203	3,256,148
Interest	141,697	193,317	111,175	101,070
Amortization	802,262	639,654	441,912	339,654
	7,356,250	6,918,350	3,911,290	3,696,872
Income before income taxes	2,747,162	1,836,111	1,540,170	1,076,355
Current income tax expense	948,512	198,564	571,577	110,129
Future income tax expense	71,835	463,316	43,464	256,967
	1,020,347	661,880	615,041	367,096
Net income for the period	1,726,815	1,174,231	925,129	709,260
Retained earnings, beginning of period	8,652,143	7,484,082	9,453,829	7,899,328
Redemption of common shares	-	(49,725)	-	-
Retained earnings, end of period	10,378,958	8,608,588	10,378,958	8,608,588
Net income per share
Basic and diluted	0.32	0.23	0.17	0.14

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