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 the month of February, 2003 Commission File Number 0-29586 EnerNorth industries inc. (FORMERLY: ENERGY POWER SYSTEMS LIMITED) ---------------------------------------- (Address of Principal executive offices) 2 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 1L6, Canada -------------------------------------------------------------------- (Address of principal executive offices) Indicate by check mark 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 ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes No X ----- 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 Exchange 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- _________ 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. EnerNorth industries inc. (formerly: Energy Power Systems Limited) Date: February 28, 2003 By:____"Sandra J. Hall"____ ______ --------------------- ------------------------------- Sandra J. Hall, President, Secretary & Director EnerNorth Industries Inc. (Formerly Energy Power Systems Limited) Consolidated Financial Statements December 31, 2002 (Unaudited) (Expressed in Canadian Dollars) ENERNORTH INDUSTRIES INC. CONSOLIDATED BALANCE SHEET (EXPRESSED IN CANADIAN DOLLARS) -------------------------------------------------------------------------------- DECEMBER 31, 2002 JUNE 30, 2002 (UNAUDITED) (AUDITED) ASSETS CURRENT Cash $ 5,903,964 $ 5,610,621 Marketable securities 167,038 283,800 Receivables 6,316,190 5,218,201 Due from co-venturer 1,120,215 159,110 Inventories and work in progress 1,143,075 2,652,816 Prepaid expenses 113,563 59,618 Future income tax asset 61,473 61,473 ------------------------------------------ ------------------- --------------- TOTAL CURRENT ASSETS 14,825,518 14,045,639 Oil and gas interests (net of accumulated depletion) 4,317,712 4,400,078 Capital assets (net of accumulated amortization) 2,756,022 2,834,859 Investment 3,500,000 3,500,000 Future income tax asset 533,527 533,527 ------------------------------------------ ------------------- --------------- $ 25,932,779 $ 25,314,103 =================== =============== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT Bank indebtedness $ 1,978,601 $ 1,462,766 Accounts payable and accrued liabilities 3,396,786 4,022,114 Due to shareholders 315,000 628,346 Current portion of long-term debt 185,925 185,925 Future income tax liability 432,490 432,490 ------------------------------------------ ------------------- --------------- TOTAL CURRENT LIABILITIES 6,308,802 6,731,641 ------------------------------------------ ------------------- --------------- Long-term debt 406,296 501,670 Future income tax liability 22,110 22,110 ------------------------------------------ ------------------- --------------- TOTAL LIABILITIES 6,737,208 7,255,421 ------------------------------------------ ------------------- --------------- SHAREHOLDERS' EQUITY Capital stock 43,339,877 42,096,732 Deficit (24,144,306) (24,038,050) ------------------------------------------ ------------------- --------------- TOTAL SHAREHOLDERS' EQUITY $ 19,195,571 $ 18,058,682 ------------------------------------------ ------------------- --------------- $ 25,932,779 $ 25,314,103 =================== =============== The accompanying notes to the financial statements are an integral part of these financial statements ENERNORTH INDUSTRIES INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (EXPRESSED IN CANADIAN DOLLARS) FOR THE SIX FOR THE THREE MONTH PERIOD MONTH PERIOD ENDING DECEMBER 31 ENDING DECEMBER 31 2002 2001 2002 2001 ----------------------------------------------------------------------------------------------------------------- Sales $ 15,023,874 $ 14,351,432 $ 4,561,000 $ 8,810,871 Cost of sales (including amortization and depletion of $208,189; 2002 - $125,669) 13,079,915 12,473,356 3,904,089 7,933,115 --------------------------------------------------- -------------- -------------- -------------- -------------- Gross profit 1,943,959 1,878,076 656,911 877,756 --------------------------------------------------- -------------- -------------- -------------- -------------- Administrative expenses 2,006,852 1,210,579 1,110,135 550,556 Amortization of goodwill - 130,629 - 65,315 Amortization of capital assets 40,327 81,639 23,148 41,829 Interest and bank charges 79,639 42,576 39,431 10,561 Interest on long-term debt 25,203 32,471 13,737 15,045 --------------------------------------------------- -------------- -------------- -------------- -------------- 2,152,021 1,497,894 1,186,451 683,306 -------------- -------------- -------------- -------------- Earnings (loss) before the following (208,062) 380,182 (529,540) 194,450 Write down of inactive capital assets - (231,251) - (231,251) Other income 101,806 11,704 101,806 (212,583) --------------------------------------------------- -------------- -------------- -------------- -------------- NET EARNINGS (LOSS) ($106,256) $ 160,635 ($427,734) ($249,384) Deficit, beginning of period (24,038,050) (20,849,848) (23,716,572) (20,439,829) Deficit, end of period ($24,144,306) ($20,689,213) ($24,144,306) ($20,689,213) ==================================================== =========== ============= ============= ============= NET EARNINGS (LOSS) PER COMMON SHARE Net earnings (loss) per share ($0.01) $ 0.02 ($0.04) ($0.04) Weighted average common shares outstanding (thousands) 12,083 7,120 12,083 7,120 FULLY DILUTED NET EARNINGS (LOSS) PER COMMON SHARE Net earnings (loss) per share antidilutive $ 0.02 antidilutive antidilutive Weighted average fully diluted common shares outstanding (thousands) na 7,883 na na The accompanying notes to the financial statements are an integral part of these financial statements ENERNORTH INDUSTRIES INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (EXPRESSED IN CANADIAN DOLLARS) ---------------------------------- FOR THE SIX MONTH PERIOD FOR THE THREE MONTH PERIOD ENDING DECEMBER 31 ENDING DECEMBER 31 2002 2001 2002 2001 ------------ ------------ ------------ ------------ OPERATING ACTIVITIES Net earnings (loss) ($106,256) $ 160,635 ($427,734) ($249,384) Adjustments to reconcile net earnings to net cash provided by operating activities Amortization of goodwill - 130,629 - 65,315 Amortization and depletion 248,516 207,308 113,718 105,911 Gain on sale of capital assets - (8,254) - (8,254) Write down of marketable securities - 83,181 - 83,181 Gain on sale of marketable securities (60,195) - (60,195) - Write down of inactive capital assets - 231,251 - 231,251 Future income taxes, net - (749) - (4) -------------------------------------------- ------------ ------------ ------------ ------------ 82,065 804,001 (374,211) 228,016 Net change in non-cash working capital Receivables (1,097,989) (2,210,696) 5,482,254 (1,720,806) Inventories and work in progress 1,509,741 (862,198) (161,696) 120,256 Prepaid expenses (53,945) (38,193) (60,450) (3,181) Accounts payable and accrued liabilities (625,328) 960,792 (4,528,679) 703,958 -------------------------------------------- ------------ ------------ ------------ ------------ CASH USED IN OPERATIONS (185,456) (1,346,294) 357,218 (671,757) -------------------------------------------- ------------ ------------ ------------ ------------ FINANCING ACTIVITIES Bank indebtedness 515,835 79,086 (247,837) (507,512) Long term debt, net (95,374) (113,761) (47,797) (61,276) Repayment to shareholders (313,346) (333,515) - (333,692) Issue of common shares 1,243,145 5,978,611 1,243,145 5,155,365 -------------------------------------------- ------------ ------------ ------------ ------------ CASH PROVIDED BY FINANCING ACITIVITIES 1,350,260 5,610,421 947,511 4,252,885 -------------------------------------------- ------------ ------------ ------------ ------------ INVESTING ACTIVITIES Purchase of capital assets (49,010) (88,990) (22,983) (61,228) Proceeds from sale of capital assets - 12,000 - 12,000 Oil and gas interests (38,305) (1,009,139) 48,817 (893,201) Due from co-venturer (961,103) (348,669) (36,271) (73,511) Marketable securities 176,957 (225,888) 177,392 (67,483) -------------------------------------------- ------------ ------------ ------------ ------------ CASH USED IN INVESTING ACTIVITIES (871,461) (1,660,686) 166,955 (1,083,423) -------------------------------------------- ------------ ------------ ------------ ------------ NET INCREASE IN CASH 293,343 2,603,441 1,471,684 2,497,705 Cash, beginning of period 5,610,621 1,242,621 4,432,280 1,348,357 -------------------------------------------- ------------ ------------ ------------ ------------ CASH, END OF PERIOD $ 5,903,964 $ 3,846,062 $ 5,903,964 $ 3,846,062 ============================================ ============ =========== =========== ============ CASH, END OF PERIOD CONSISTS OF: Cash $ 3,177,573 $ 3,846,062 $ 3,177,573 $ 3,846,062 Cash equivalents $ 2,726,391 - $ 2,726,391 - The accompanying notes to the financial statements are an integral part of these financial statements ENERNORTH INDUSTRIES INC. CONSOLIDATED STATEMENT OF SEGMENTED INFORMATION (UNAUDITED) (EXPRESSED IN CANADIAN DOLLARS) FOR THE SIX MONTHS ENDING DECEMBER 31, 2002 -------------------------------------------------- Industrial & Offshore Oil & Gas Corporate Total ----------- ---------- ---------- ----------- Revenue 14,759,060 264,814 - 15,023,874 ----------- ---------- ---------- ----------- Interest expense 101,949 - 2,893 104,842 ----------- ---------- ---------- ----------- Amortization and depletion 127,845 120,671 - 248,516 ----------- ---------- ---------- ----------- Net earnings (loss) 599,412 (26,657) (679,011) (106,256) ----------- ---------- ---------- ----------- Capital assets and oil and gas interests 2,815,436 4,317,712 - 7,133,148 ----------- ---------- ---------- ----------- FOR THE SIX MONTHS ENDING DECEMBER 31, 2001 ---------------------------------------------------- Industrial & Offshore Oil & Gas Corporate Total ----------- ---------- ---------- ----------- Revenue 14,099,725 251,707 - 14,351,432 ----------- ---------- ---------- ----------- Interest expense 70,762 - 4,285 75,047 ----------- ---------- ---------- ----------- Amortization and depletion 309,229 28,708 - 337,937 ----------- ---------- ---------- ----------- Net earnings (loss) 226,411 66,141 (131,917) 160,635 ----------- ---------- ---------- ----------- Capital assets and oil and gas interests 3,011,268 2,997,924 - 6,009,192 ----------- ---------- ---------- ----------- FOR THE THREE MONTH PERIOD ENDING DECEMBER 31, 2002 ---------------------------------------------------- Industrial & Offshore Oil & Gas Corporate Total ----------- ---------- ---------- ----------- Revenue 4,452,743 108,257 - 4,561,000 ----------- ---------- ---------- ----------- Interest expense 52,048 - 1,120 53,168 ----------- ---------- ---------- ----------- Amortization and depletion 66,996 46,722 - 113,718 ----------- ---------- ---------- ----------- Net earnings (loss) (90,091) (4,896) (332,747) (427,734) ----------- ---------- ---------- ----------- FOR THE THREE MONTH PERIOD ENDING DECEMBER 31, 2001 ---------------------------------------------------- Industrial & Offshore Oil & Gas Corporate Total ----------- ---------- ---------- ----------- Revenue 8,697,501 113,370 - 8,810,871 ----------- ---------- ---------- ----------- Interest expense 21,321 - 4,285 25,606 ----------- ---------- ---------- ----------- Amortization and depletion 156,872 14,354 - 171,226 ----------- ---------- ---------- ----------- Net earnings (loss) (97,027) 28,212 (180,569) (249,384) ----------- ---------- ---------- ----------- The accompanying notes to the financial statements are an integral part of these financial statements ENERNORTH INDUSTRIES INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDING DECEMBER 31, 2002 --------------------------------------------------------- (EXPRESSED IN CANADIAN DOLLARS) 1. BASIS OF PRESENTATION These unaudited interim consolidated financial statements have been prepared by management following the same accounting policies and methods of computation as the audited consolidated financial statements for the year ended June 30, 2002. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements together with notes for the year ended June 30, 2002. The unaudited consolidated financial results for the six month period ending December 31, 2002 and 2001 include the accounts of the Company and its wholly owned subsidiary M&M Engineering Limited, a Newfoundland and Labrador company, and M&M's wholly-owned subsidiary M&M Offshore Limited, a Newfoundland and Labrador company. Operating results for the six months ended December 31, 2002 are not indicative of the results that may be expected for the full year ending June 30, 2003. 2. SEGMENTED INFORMATION The Company's operations are separated into two distinct segments; the Industrial & Offshore Division, consisting of the consolidated operations of M&M Engineering Limited, a wholly owned subsidiary, and the Oil & Gas Division performing oil and gas exploration and production. M&M is an industrial contracting company performing fabrication and installation of process piping, installation of production equipment, steel tank erection, specialized welding services and industrial maintenance. Results for the six month period and three month period ending December 31, 2002 and December 31, 2001 are presented in the Consolidated Statement of Segmented Information. 3. SUBSEQUENT EVENTS Effective February 11, 2003 the Company filed Articles of Amendment changing its name from Energy Power Systems Limited to EnerNorth Industries Inc. and consolidating its common shares on the basis of one new common share for every three old common shares. 4. SHARE CAPITAL (a) Authorized and Issued: Authorized: ----------- Unlimited number of Common Shares, without par value Unlimited number of Class A Preference Shares, Series I Unlimited number of Class A Preference Shares, Series II Issued ------ Common shares # Consideration ------------------------------------------------------------------------- Balance, as at June 30, 2002 10,578,645 $ 42,096,732 Issued pursuant to private placement 1,600,000 1,243,145 Balance, as at December 31, 2002 12,178,645 $ 43,339,877 ------------------------------------------------------------------------- (b) Common share purchase warrants outstanding consist of the following: EXERCISE EXPIRY 2002 2001 PRICE DATE # # $8.00 March 9, 2002 - 222,917 $9.60 October 4, 2002 - 96,000 US$4.45 May 9, 2002 - 35,000 US$4.45 May 16, 2002 - 35,000 US$4.45 March 13, 2003 40,000 - US$0.60 December 20, 2004 1,600,000 - ----------------------------------------------------------------- 640,000 388,917 ================================================================= (c) Common share purchase options outstanding consist of the following: EXERCISE EXPIRY 2002 2001 PRICE DATE HOLDER # # 1.50 February 6, 2005 Directors and employees - 5,000 4.00 June 14, 2005 Directors and consultants 21,000 66,000 6.30 January 8, 2006 Directors and employees 274,000 322,500 ---------------------------------------------------------------------- 295,000 393,500 ====================================================================== -4 - -1- CERTIFICATION I, Sandra J. Hall, President, certify that: 1. I have reviewed the unaudited Interim Consolidated Financial Statements for the six-month period ended December 31, 2002 of EnerNorth Industries Inc. (formerly: Energy Power Systems Limited; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal controls and procedures for financial reporting (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal controls and procedures for financial reporting, or caused such internal controls and procedures for financial reporting to be designed under their supervision, to provide reasonable assurances that the registrant's financial statements are fairly presented in conformity with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and internal controls and procedures for financial reporting as of the end of the period covered by this report ("Evaluation Date"); d) Presented in this report our conclusions about the effectiveness of the disclosure controls and procedures and internal controls and procedures for financial reporting based on our evaluation as of the Evaluation Date; e) Disclosed to the registrant's audit committee of the board of directors (or persons fulfilling the equivalent function): (i) All significant deficiencies and material weaknesses in the design or operation of internal controls and procedures for financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial information required to be disclosed by the registrant in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.), within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms; and (ii) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls and procedures for financial reporting; and f) Indicated in this report any significant changes in the registrant's internal controls and procedures for financial reporting or in other factors that could significantly affect internal controls and procedures for financial reporting made during the period covered by this report, including any actions taken to correct significant deficiencies and material weaknesses in the registrant's internal controls and procedures for financial reporting. Date: February 28, 2003 ------------------- "Sandra J. Hall" ------------------ Sandra J. Hall President CERTIFICATION I, Scott T. Hargreaves, Chief Financial Officer, President, certify that: 1. I have reviewed the unaudited Interim Consolidated Financial Statements for the six-month period ended December 31, 2002 of EnerNorth Industries Inc. (formerly: Energy Power Systems Limited; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal controls and procedures for financial reporting (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal controls and procedures for financial reporting, or caused such internal controls and procedures for financial reporting to be designed under their supervision, to provide reasonable assurances that the registrant's financial statements are fairly presented in conformity with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and internal controls and procedures for financial reporting as of the end of the period covered by this report ("Evaluation Date"); d) Presented in this report our conclusions about the effectiveness of the disclosure controls and procedures and internal controls and procedures for financial reporting based on our evaluation as of the Evaluation Date; e) Disclosed to the registrant's audit committee of the board of directors (or persons fulfilling the equivalent function): (i) All significant deficiencies and material weaknesses in the design or operation of internal controls and procedures for financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial information required to be disclosed by the registrant in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.), within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms; and (ii) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls and procedures for financial reporting; and f) Indicated in this report any significant changes in the registrant's internal controls and procedures for financial reporting or in other factors that could significantly affect internal controls and procedures for financial reporting made during the period covered by this report, including any actions taken to correct significant deficiencies and material weaknesses in the registrant's internal controls and procedures for financial reporting. Date: February 28, 2003 ------------------- "Scott T. Hargreaves" ----------------------- Scott T. Hargreaves Chief Financial Officer