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
2005
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 11, 2005
By:____"Sandra
J. Hall"____ ______
Sandra J.
Hall,
President,
Secretary & Director
FORM
51-102F3
MATERIAL
CHANGE REPORT
Item
1.
Name
and Address of Company
ENERNORTH
INDUSTRIES INC. 2
Adelaide Street West, Suite 301, Toronto, Ontario, M5H 1L6.
Item
2.
Date
of Material Change
February
7, 2005.
Item
3.
News
Release
The
News Release was disseminated via CCNMatthews via North American Disclosure on
February 7, 2005.
Item
4.
Summary
of Material Change
EnerNorth
Industries Inc. announces that it has completed the sale of its wholly owned
subsidiary, M&M Engineering Limited ("M&M") to Spectrum Sciences &
Software Holdings Corp. for cash proceeds of Cdn. $7,361,999.
The
sale transaction
was closed in escrow on February 1, 2005 pending completion of certain closing
conditions that were satisfied on February 4, 2005. Under the terms of the
Purchase and Sale Agreement, the parties agreed that M&M would have working
capital of not less than Cdn $3,800,000 at closing and accordingly $250,000 is
held in escrow for up to 30 days pending completion of the working capital
calculation of M&M at February 1, 2005. The transaction is a purchase of
100% of the common shares and 100% of the preferred shares of M&M held by
EnerNorth. Prior to closing, EnerNorth retracted preferred shares of M&M for
Cdn $1,000,000 cash. EnerNorth received shareholder approval for the transaction
at a special meeting of shareholders held on January 26, 2005.
Management
of EnerNorth plans to apply the proceeds from the sale of M&M to expand its
existing portfolio of oil and gas properties and production and for general
corporate development.
Item
5.
Full
Description of Material Change
No
information other than that provided in Item 4 above is presently
available.
Item
6.
Reliance
on subsection 7.1(2) or (3) of National Instrument
51-102
Not
applicable.
Item
7.
Omitted
Information
Not
applicable.
Item
8.
Executive
Officer
Sandra
J. Hall, President & Secretary (416) 861-1484.
Item
9.
Date
of Report
February
9, 2005.
The
foregoing accurately discloses the material change referred to
herein.
ENERNORTH
INDUSTRIES INC.
Per:
"Sandra J. Hall"
President
& Secretary