ENERGY POWER SYSTEMS LIMITED Consolidated Financial Statements September 30, 2001 (Unaudited) (Expressed in Canadian Dollars) Energy Power Systems Limited Consolidated Balance Sheet (Expressed in Canadian dollars) Sept 30, 2001 June 30, 2001 (unaudited) (audited) ASSETS Current Cash $1,348,357 $1,242,621 Marketable securities 379,618 221,213 Receivables 4,820,976 4,331,086 Due from co-venturer 483,810 208,652 Inventories and work in progress2,022,307 1,039,853 Prepaid expenses 102,341 67,329 Investments 3,500,000 3,500,000 Future income tax asset 235,000 235,000 Total current assets 12,892,409 10,845,754 Oil and gas interests 2,119,077 2,017,493 Capital assets 3,236,702 3,268,096 Future income tax asset 862,749 862,000 Goodwill 1,991,514 2,056,832 $21,102,451 $19,050,175 LIABILITIES AND SHAREHOLDERS' EQUITY Current Bank indebtedness $1,415,599 $829,001 Accounts payable and accrued liabilities 4,457,702 4,200,868 Due to shareholders 1,162,580 1,162,403 Current portion of long-term Debt 182,151 182,151 Future income tax liability 266,000 266,000 Total current liabilities 7,484,032 6,640,423 Due to shareholders, July 31, 2001 350,000 350,000 Long-term debt 621,713 646,311 Future income tax liability 56,000 56,000 Total liabilities 8,511,745 7,692,734 Shareholders' equity Capital stock 33,030,535 32,207,289 Deficit (20,439,829) (20,849,848) Total shareholders' equity $12,590,706 $11,357,441 $21,102,451 $19,050,175 The accompanying notes to the financial statements are an integral part of these financial statements Energy Power Systems Limited Consolidated Statement of Earnings (Loss) and Deficit (Unaudited) (Expressed in Canadian dollars) For the three month period ending Sept 30 2001 2000 Sales $5,540,561 $4,523,967 Cost of sales (including depreciation and depletion of $61,587; 2000 - $53,044) 4,540,241 3,831,508 Gross profit 1,000,320 692,459 Administrative expenses 660,023 686,088 Amortization of goodwill 65,314 65,314 Amortization of capital assets 39,810 36,057 Interest and bank charges 32,015 29,872 Interest on long-term debt 17,426 24,790 814,588 842,121 Earnings (loss) before the following 185,732 (149,662) Other income 224,287 1,728 Net earnings (loss) from Continuing Operations $410,019 ($147,934) Discontinued Operations - (88,950) Net earnings (loss) $410,019 ($236,884) Deficit, beginning of period (20,849,848)(17,214,932) Deficit, end of period ($20,439,829)($17,451,816) Net earnings (Loss) from Continuing Operations per Common Share Net earnings (loss) per share $0.07 ($0.05) Weighted average common shares outstanding (thousands) 6,300 3,168 Fully Diluted net earnings (loss) from Continuing Operations per Common Share Net earnings (loss) per share $0.05 ($0.05) Weighted average fully diluted shares outstanding (thousands) 8,695 3,168 The accompanying notes to the financial statements are an integral part of these financial statements Energy Power Systems Limited Consolidated Statement of Cash Flows (Unaudited) (Expressed in Canadian dollars) For the three month period ending Sept 30 2001 2000 Operating activities Net loss from continuing operations $410,019 ($147,934) Adjustments to reconcile net loss to net cash provided by operating activities Amortization of goodwill 65,314 65,314 Amortization of capital assets 101,397 89,101 Income taxes (745) - 575,985 6,481 Net change in non-cash working capital Receivables (489,890) 301,261 Inventories and work in progress (982,454) (783,244) Due from co-venturer (275,158) (328,086) Prepaid expenses (35,012) 29,399 Accounts payable & accrued liabilities 256,834 (146,257) Cash used in continuing operations (949,695) (920,446) Cash used in discontinued operations - (88,950) Cash used in operating activities (949,695) (1,009,396) Financing activities Advances of bank indebtedness 586,598 664,624 Repayment of long term debt, net (52,485) (63,493) Payments to related parties, net - (30,975) Advances from (repayment to) shareholders 177 (600,000) Issue of common shares 823,246 - Cash provided by (used in) financing activities 1,357,536 (29,844) Investing activities Purchase of capital assets (27,762) (80,606) Purchase of oil and gas interests (115,938) - Marketable securities (158,405) - Cash provided by investing activities (302,105) (80,606) Net increase (decrease) in cash 105,736 (1,119,846) Cash, beginning of period 1,242,621 1,771,047 Cash, end of period $1,348,357 $651,201 The accompanying notes to the financial statements are an integral part of these financial statements Cash, end of period consists of: Cash $1,348,357 $651,201 Energy Power Systems Limited Notes to Unaudited Consolidated Financial Statements For the Three Month Period Ending September 30, 2001 (Expressed in Canadian Dollars) 1. Basis of Presentation These unaudited interim consolidated financial statements have been prepared following the same accounting policies and methods of computation as the consolidated financial statements for the year ended June 30, 2001. These interim financial statements should be read in conjunction with the Company's consolidated financial statements together with notes for the year ended June 30, 2001. 2. Segmented information The Company's operations are separated into two distinct segments; the engineering and offshore division, consisting of the operations of M&M, and the oil and gas division performing oil and gas exploration and production. M&M is an engineering and construction company, performing installation, erection, welding, maintenance and ancillary fabrication services. The following is the Company's segmented information: For the three months ending September 30, 2001 Engineering and Offshore Oil & Gas Corporate Total Revenue 5,402,224 138,337 - 5,540,561 EBITDA 524,737 52,283 49,151 626,171 Amortization & depletion 152,357 14,354 - 166,711 Segment operating margin 372,380 37,929 49,151 459,460 Interest and income taxes 48,942 - 499 49,441 Net earnings (Loss) from continuing operations 323,438 37,929 48,652 410,019 Capital assets and Oil & Gas Interests 3,236,702 2,119,077 - 5,355,779 For the three months ending September 30, 2000 Engineering and Offshore Oil & Gas Corporate Total Revenue 4,523,967 - - 4,523,967 EBITDA 211,634 - (150,491) 61,143 Amortization 154,415 - - 154,415 Segment operating margin 57,219 - (150,491) (93,272) Interest and income taxes 53,896 - 766 54,662 Net earnings (Loss) from continuing operations 3,323 - (151,257) (147,934) Capital assets 4,936,035 - - 4,936,035 3. Discontinued operations Effective June 30, 2001 the Company adopted a formal plan to dispose of its power segment of business (the "Power Division"). The Company intends to exercise its option under the terms of the Revised VBC Agreement to cause VBC to purchase the Company's equity shares in the Konaseema EPS Oakwell Power Limited and has adopted a formal plan of disposition of its interest in the Karnataka Project. 4. Subsequent Events a.) Subsequent to the period ending September 30, 2001 24,000 options were exercised at a price of $4 per share, 20,000 options were exercised at $4.25 per share and 35,000 options were exercised at $1.50 per share. b.) Subsequent to the period ending September 30, 2001 7,726 shares were issued in settlement of professional fees of $150,413. c.) Subsequent to the period ending September 30, 2001 350,000 units were issued from treasury to an arms length party with an ascribed value of US$4.00 in a private placement. Each unit consisted of one common share and 1/10 common share purchase warrant. Each warrant is exercisable at US$4.45 for a period of six months from the date of issue. 5. Share Capital (a) Authorized and Issued: Authorized: Unlimited number of Common Shares, without par value Unlimited number of Class B Special Shares, without par value Unlimited number of Class A Preference Shares, Series I Unlimited number of Class A Preference Shares, Series II Issued: September 30, 2001 - 7,288,419 common shares issued for consideration of $31,830,535 September 30, 2000 - 3,167,670 common shares issued for consideration of $29,322,289 September 30, 2001 - 960,000 Class A Preferred Shares, Series II, for consideration of $1,200,000 a.) Common share purchase warrants outstanding consist of the following: Exercise Expiry 2001 2000 Price Date # # $40.00 October 7, 2000 - 6,250 $13.60 January 21, 2002 - 333,331 $10.00 July 2, 2002 - 423,500 $8.00 March 9, 2002 222,917 222,917 $9.00 September 27, 2002 - 37,500 $9.60 October 4, 2002 96,000 96,000 318,917 1,19,498 b.) Common share purchase options outstanding consist of the following: Exercise Expiry 2001 2000 Price Date Holder # # $14.00 October 1, 2004 Employee - 62,500 $20.00 October 1, 2004 Employees & director - 26,875 $12.00 August 15, 2001 Employee - 2,500 $12.00 February 15, 2001 Director - 2,500 $1.50 February 6, 2005 Directors and Employees 105,000 - $4.00 June 14, 2005 Directors, employees and consultants 110,000 - 215,000 94,375