|
|||||||
EnerNorth
Industries Inc.
|
|||||||
Consolidated
Balance Sheets
|
|||||||
(Expressed
in Canadian dollars)
|
|||||||
|
Dec.
31, 2006
|
June
30, 2006
|
|||||
|
(unaudited)
|
(audited
|
)
|
||||
|
|||||||
ASSETS
|
|||||||
Current
|
|||||||
Cash
and cash equivalents
|
$
|
38,160
|
$
|
67,315
|
|||
Restricted
cash (Note 5)
|
1,500,000
|
-
|
|||||
Marketable
securities (Market value $784,487
|
|||||||
June
30, 2006 - $1,621,199)
|
784,487
|
1,621,199
|
|||||
Advances
|
305,916
|
235,510
|
|||||
Receivables
|
252,671
|
436,658
|
|||||
Total
current assets
|
2,881,234
|
2,360,682
|
|||||
Accounts
receivable
|
296,205
|
295,390
|
|||||
Oil
and gas interests (net of accumulated
|
|||||||
depletion)
|
8,421,765
|
9,434,617
|
|||||
Investments
(Note 4)
|
3,130,873
|
3,107,782
|
|||||
$
|
14,730,077
|
$
|
15,198,471
|
||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Current
|
|||||||
Short
term debt
|
$
|
225,834
|
$
|
322,469
|
|||
Accounts
payable and accrued liabilities (Note 6)
|
1,665,096
|
1,055,330
|
|||||
Due
to shareholder
|
71,722
|
60,000
|
|||||
Promissory
note (Note 6)
|
654,105
|
-
|
|||||
Current
income taxes
|
18,927
|
18,927
|
|||||
Current
portion of convertible debenture (Note 6)
|
15,152
|
15,152
|
|||||
Current
portion of future income tax
|
117,807
|
117,807
|
|||||
Oakwell
claim (Note 5)
|
7,825,946
|
7,686,971
|
|||||
Total
current liabilities
|
10,594,589
|
9,276,656
|
|||||
Site
Restoration
|
298,018
|
285,219
|
|||||
Convertible
debt (Note 6)
|
143,151
|
152,924
|
|||||
Future
income tax liability
|
941,515
|
941,515
|
|||||
Total
liabilities
|
11,977,273
|
10,656,314
|
|||||
Shareholders'
equity
|
|||||||
Capital
stock (Note 7)
|
43,797,995
|
43,781,030
|
|||||
Contributed
surplus (Note 7)
|
194,200
|
181,875
|
|||||
Deficit
|
(41,239,391
|
)
|
(39,420,748
|
)
|
|||
Total
shareholders' equity
|
2,752,804
|
4,542,157
|
|||||
$
|
14,730,077
|
$
|
15,198,471
|
||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
|
|||||||||||||
EnerNorth
Industries Inc.
|
|||||||||||||
Consolidated
Statements of Operations and Deficit
|
|||||||||||||
(Unaudited)
|
|||||||||||||
(Expressed
in Canadian dollars)
|
|||||||||||||
For
the six months
|
For
the three months
|
||||||||||||
ended
December 31,
|
ended
December 31,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
|
|||||||||||||
Revenue
|
|||||||||||||
Oil
and gas revenue
|
$
|
784,657
|
$
|
705,112
|
$
|
385,655
|
$
|
379,865
|
|||||
Less:
royalties
|
160,393
|
91,916
|
69,698
|
53,751
|
|||||||||
624,264
|
613,196
|
315,957
|
326,114
|
||||||||||
Expenses
|
|||||||||||||
Operating
and transportation
|
287,237
|
197,681
|
140,516
|
97,248
|
|||||||||
Depletion
and accretion
|
656,762
|
390,480
|
388,948
|
204,062
|
|||||||||
Administrative
expenses
|
1,077,125
|
736,997
|
442,975
|
311,540
|
|||||||||
Interest
|
66,649
|
1,267
|
58,781
|
646
|
|||||||||
2,087,773
|
1,326,425
|
1,031,220
|
613,496
|
||||||||||
Loss
before the following
|
(1,463,509
|
)
|
(713,229
|
)
|
(715,263
|
)
|
(287,382
|
)
|
|||||
Foreign
exchange gain (loss)
|
417
|
152,440
|
6,446
|
(96,311
|
)
|
||||||||
Oakwell
claim (Note 5)
|
(138,976
|
)
|
(197,961
|
)
|
(42,311
|
)
|
(99,388
|
)
|
|||||
Interest
income
|
3,044
|
203,383
|
2,294
|
97,534
|
|||||||||
Write
down of marketable securities
|
(377,185
|
)
|
-
|
(134,449
|
)
|
-
|
|||||||
Cash
distributions from
|
|||||||||||||
marketable
securities
|
95,273
|
109,647
|
43,740
|
59,463
|
|||||||||
Gain
on sale of marketable securities
|
62,293
|
282,137
|
(18,302
|
)
|
167,110
|
||||||||
Net
loss
|
(1,818,643
|
)
|
(163,583
|
)
|
(857,845
|
)
|
(158,974
|
)
|
|||||
Deficit,
beginning of period
|
(39,420,748
|
)
|
(36,412,003
|
)
|
(40,381,546
|
)
|
(36,416,612
|
)
|
|||||
Deficit,
end of period
|
(41,239,391
|
)
|
(36,575,586
|
)
|
(41,239,391
|
)
|
(36,575,586
|
)
|
|||||
Net
loss per common share
|
($0.43
|
)
|
($0.04
|
)
|
($0.21
|
)
|
($0.04
|
)
|
|||||
Weighted
average common shares
|
|||||||||||||
outstanding
(thousands)
|
4,272
|
4,059
|
4,059
|
4,059
|
|||||||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
|
|||||||||||||
EnerNorth
Industries Inc.
|
|||||||||||||
Consolidated
Statements of Cash Flows
|
|||||||||||||
(Unaudited)
|
|||||||||||||
(Expressed
in Canadian dollars)
|
|||||||||||||
For
the six month
|
For
the three month
|
||||||||||||
ended
December 31,
|
ended
December 31,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
|
|||||||||||||
Cash
provided by (used in)
|
|||||||||||||
Operating
activities
|
|||||||||||||
Net
loss
|
($1,818,643
|
)
|
($163,583
|
)
|
($857,845
|
)
|
($158,974
|
)
|
|||||
Adjustments
to reconcile net loss to
|
|||||||||||||
net
cash provided by operating activities
|
|||||||||||||
Depletion
and accretion
|
656,762
|
390,480
|
388,948
|
204,062
|
|||||||||
Loss
from equity investment
|
7,745
|
-
|
-
|
-
|
|||||||||
Oakwell
claim
|
138,975
|
(170,770
|
)
|
42,310
|
134,120
|
||||||||
Stock
based compensation
|
6,735
|
3,736
|
6,735
|
-
|
|||||||||
Unrealized
foreign exchange loss
|
-
|
212,078
|
-
|
59,241
|
|||||||||
Write
down of marketable securities
|
377,185
|
-
|
134,449
|
-
|
|||||||||
Gain
on sale of marketable securities
|
(62,293
|
)
|
(282,137
|
)
|
18,302
|
(167,110
|
)
|
||||||
(693,534
|
)
|
(10,196
|
)
|
(267,101
|
)
|
71,339
|
|||||||
Net
change in non-cash working capital
|
|||||||||||||
Receivables
|
183,172
|
(961,265
|
)
|
(84,840
|
)
|
(423,219
|
)
|
||||||
Restricted
cash
|
(1,500,000
|
)
|
-
|
-
|
-
|
||||||||
Accounts
payable and accrued liabilities
|
609,766
|
122,550
|
682,538
|
(483,627
|
)
|
||||||||
Income
Taxes
|
-
|
-
|
-
|
-
|
|||||||||
Cash
used by operating activities
|
(1,400,596
|
)
|
(848,911
|
)
|
330,597
|
(835,507
|
)
|
||||||
Financing
activities
|
|||||||||||||
Increase
in due to shareholder
|
11,722
|
-
|
11,722
|
-
|
|||||||||
Issue
of short term debt
|
(96,635
|
)
|
-
|
(200,324
|
)
|
-
|
|||||||
Advances
|
654,105
|
-
|
4,105
|
-
|
|||||||||
Repayment
to shareholder
|
(18,750
|
)
|
-
|
(18,750
|
)
|
||||||||
Payment
of convertible debt
|
(9,773
|
)
|
-
|
(6,743
|
)
|
-
|
|||||||
Issue
of common shares
|
22,555
|
-
|
22,555
|
-
|
|||||||||
581,974
|
(18,750
|
)
|
(168,685
|
)
|
(18,750
|
)
|
|||||||
Investing
activities
|
|||||||||||||
Oil
and gas assets
|
368,889
|
(2,137,395
|
)
|
(423,185
|
)
|
(948,194
|
)
|
||||||
Advances
|
(70,406
|
)
|
-
|
73,778
|
-
|
||||||||
Purchase
of investment
|
(30,836
|
)
|
(286,327
|
)
|
-
|
(516,519
|
)
|
||||||
Sale
of marketable securities
|
521,820
|
-
|
146,312
|
-
|
|||||||||
789,467
|
(2,423,722
|
)
|
(203,095
|
)
|
(1,464,713
|
)
|
|||||||
Decrease
in cash
|
(29,155
|
)
|
(3,291,383
|
)
|
(41,183
|
)
|
(2,318,970
|
)
|
|||||
Cash,
beginning of period
|
67,315
|
5,286,315
|
79,343
|
4,313,902
|
|||||||||
Cash,
end of period
|
$
|
38,160
|
$
|
1,994,932
|
$
|
38,160
|
$
|
1,994,932
|
|||||
Cash,
end of period consists of:
|
|||||||||||||
Cash
|
$
|
38,160
|
$
|
1,394,605
|
$
|
38,160
|
$
|
1,394,605
|
|||||
Money
market funds
|
$
|
-
|
$
|
600,327
|
$
|
-
|
$
|
600,327
|
|||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
2. |
Seasonality
and Trend Information
|
3. |
Segmented
information
|
4. |
Investments
|
7. |
Share
Capital
|
Common
shares
|
#
|
Consideration
|
Balance, as
at June 30, 2006
|
4,272,009
|
$43,781,030
|
Issued
pursuant to terms of convertible debenture
|
7,702
|
5,964
|
Options
exercised
|
12,800
|
11,001
|
Balance,
as at December 31, 2006
|
4,292,511
|
$43,797,995
|
Contributed
Surplus
|
Value
|
Balance, as
at June 30, 2006
|
$181,875
|
Grant
of options
|
6,735
|
Issued
pursuant to terms of convertible debenture
|
5,590
|
Balance,
as at December 31, 2006
|
$194,200
|
Exercise
|
Expiry
|
2006
|
2005
|
Price
|
Date
|
#
|
#
|
US$0.75
|
February
28, 2010
|
572,200
|
600,000
|
US$0.73
|
November
20, 2011
|
30,000
|
-
|
US$1.77
|
July
15, 2008
|
15,000
|
-
|
Balance
December 31, 2006
|
630,000
|
600,000
|
i.) |
On
December 12, 2006 the Company received notice from the American Stock
Exchange (“AMEX”) that the Company does not meet certain continued listing
standards. On January 12, 2007 the Company submitted a plan of compliance
to AMEX. If AMEX accepts the plan, the Company may be able to continue
its
listing during the plan period of up to eighteen months (June 11,
2008),
during which time the Company will be subject to periodic review.
If AMEX
does not accept the Company's plan or if the Company does not make
progress consistent with the plan during the plan period or if the
Company
is not in compliance with the continued listing standards at the
end of
the plan period, AMEX may then initiate delisting proceedings. As
of the
date of this MD&A the Company has not received a decision from AMEX
with respect to the plan and continued listing. There can be no assurance
that the Company can maintain its AMEX listing or marketability of
its
common shares.
|
ii.) |
On
January 18, 2007 the Supreme Court of Canada dismissed with costs
the
Company’s application for leave to appeal its ongoing litigation with
Oakwell Engineering Limited of Singapore (“Oakwell”). EnerNorth is
required to satisfy a judgment in favour of Oakwell for approximately
CDN
$6.8 million in addition to the $1.5 million posted as security on
September 7, 2006. On January 19, 2007 the $1.5 million posted as
security
was withdrawn by Oakwell. The Company also has obligations to secured
and
unsecured creditors.
|
iii.) |
EnerNorth
has received notice from 1211115 Alberta Ltd. ("1211115") in respect
of
the share purchase agreement made September 6, 2006, as amended (the
"Agreement"). 1211115 states in the notice that EnerNorth is not
in a
position to close under the terms of the Agreement, and accordingly
1211115 is awaiting confirmation from EnerNorth it is releasing 1211115
from its obligations under the Agreement. 1211115 also indicated
it
expects the parties to execute a mutual release from the
Agreement.
|
iv.) |
On
February 9, 2007 the Company announced that it filed a Notice of
Intention
to make a proposal to its creditors under the Bankruptcy and Insolvency
Act (Canada) ("BIA"). The BIA stays all actions against the Company
to
give it time to make a proposal to its creditors to satisfy their
claims
without bankruptcy. The Company has appointed Zwaig Associates Inc.,
("Zwaig"), a licensed trustee, to act as trustee under the proposal.
On
February 9, 2007 the Superior Court of Justice for the Province of
Ontario
also appointed Zwaig Interim Receiver of the Company. Zwaig's appointment
as Interim Receiver will ensure that the Company's assets are effectively
managed during the proposal period. No assurances can be made that
a
proposal under the Notice of Intention will be accepted by the Company’s
creditors.
|