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

                                  FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended                           Commission File Number 0-21138
 September 30, 2002

                                  ENER1, INC.
             (Exact name of registrant as specified in its charter)

         Florida                                         59-2479377
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

    1601 Clint Moore Road                                   33487
     Boca Raton, Florida                                 (Zip Code)
    (Address of principal
      executive offices)

                                 (561) 997-6227
              (Registrant's telephone number, including area code)

                                 Inprimis, Inc.
              (Former name, former address and former fiscal year
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                   Yes X No___

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         Class                                               Outstanding as of
         -----                                               November 18, 2002
  Common stock, par value                                    -----------------
      $.01 per share                                            309,447,020


                                      -1-
<PAGE>

                          ENER1, INC. AND SUBSIDIARIES
              Form 10-QSB for the Quarter Ended September 30, 2002

                                      INDEX

                                                                        Page
                                                                        ----
Part I.  FINANCIAL INFORMATION

   Item 1.  Financial Statements

               Condensed Consolidated Balance Sheet
                (unaudited) as of September 30, 2002...................    3

               Condensed Consolidated Statements of
                Operations (unaudited) for the three and nine
                months ended September 30, 2002 and 2001 ..............    4

               Condensed Consolidated Statements of
                Cash Flows (unaudited) for the nine
                months ended September 30, 2002 and 2001...............    5-6

               Notes to Condensed Consolidated
                Financial Statements (unaudited).......................    7

   Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations.............................................    23

   Item 3.  Control and Procedure......................................    29

Part II.  OTHER INFORMATION

   Item 1.     Legal Proceedings.......................................    35

   Items 2-3.  Not applicable..........................................    35

   Item 4.     Submission of Matters to a Vote of
                Security Holders.......................................    35

   Item 5.     Other Information.......................................    35

   Item 6.     Exhibits and Reports on Form 8-K........................    35-36


Signatures.............................................................    37



                                      -2-
<PAGE>

PART I.  Item 1.

                          ENER1, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
                        (In thousands except share data)

                                                                September 30,
                                                                    2002
                                                               ----------------
                                     ASSETS

Current assets
    Cash and equivalents......................................      $  1,474
    Trade receivables, net....................................           165
    Inventory.................................................            75
    Prepaid expenses and other current assets.................           451
                                                                   ---------
        Total current assets..................................         2,165
Property and equipment, net...................................        21,494
Technology licenses...........................................         1,047
Other assets..................................................            51
                                                                  ----------
        Total assets..........................................      $ 24,757
                                                                  ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable .........................................      $  1,735
    Deferred revenue .........................................           653
    Short-term notes payable to stockholder...................         6,862
    Due to stockholder........................................         2,321
    Related party debt........................................         3,157
    Accrued expenses and other current liabilities ...........         1,307
    Current maturities of long- term debt.....................            27
                                                                    --------
    Total current liabilities ................................        16,062
                                                                   ---------

Long-term debt................................................           711

Minority interest.............................................           436
                                                                     -------

Commitments and contingencies

Stockholders' equity

    Preferred stock, par value $.01 per share, 5,000,000
     shares authorized; 4,010,000 issued and outstanding                  40
    Common stock, par value $.01 per share, 200,000,000
     shares authorized, 108,947,020 issued and outstanding....         1,090
    Additional paid-in capital ...............................        54,362
    Accumulated deficit.......................................       (47,944)
                                                                     -------
        Total stockholders' equity............................         7,548
                                                                     -------
          Total liabilities and stockholders' equity..........      $ 24,757
                                                                    ========

           See notes to condensed consolidated financial statements.


                                      -3-
<PAGE>

                          ENER1, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In thousands except per share data)
<TABLE>
<CAPTION>
                                                                      Three Months              Nine Months
                                                                          Ended                    Ended
                                                                      September 30,            September 30,
                                                                     ---------------          ---------------
                                                                    2002        2001          2002       2001
                                                                    ----        ----          ----       ----
<S>                                                             <C>         <C>           <C>         <C>
Net sales
  Product sales..............................................   $    208    $    225      $    924    $    614
  Engineering services.......................................        549         654         1,666       2,253
                                                                   -----       -----      --------    --------
       Total.................................................        757         879         2,590       2,867
Cost of goods sold...........................................        745         810         3,318       3,772
                                                                   -----       -----        ------      ------
  Gross profit (loss)........................................         12          69          (728)       (905)
                                                                   -----       -----       -------      ------
Operating expenses:..........................................
  Research and development...................................        151         199           446         503
  Management fee to related party............................        307          --           717          --
  Selling, general and administrative........................      1,643         373         4,802       2,138
                                                                   -----       -----        ------      ------
  Total operating expenses...................................      2,101         572         5,965       2,641
                                                                  ------       -----        ------      ------
Loss from operations.........................................     (2,089)       (503)       (6,693)     (3,546)
Other income (expense), net..................................        (99)          9          (159)        173
                                                                  ------       -----        -------     ------
Loss before income taxes.....................................     (2,188)       (494)       (6,852)     (3,373)
Income taxes.................................................         --          --             1           2
                                                                  ------       -----        ------      ------
Net loss before minority interest............................     (2,188)       (494)       (6,853)     (3,375)
Minority interest in net loss................................        180          --           348          --
                                                                  ------      ------        ------      ------
Net Loss.....................................................   $ (2,008)   $   (494)     $ (6,505)   $ (3,375)
                                                               ==========   =========     =========   ========
Net loss per share (basic and diluted).......................   $  (0.02)   $  (0.01)     $  (0.07)   $  (0.05)
                                                               ==========   =========     =========   ========
Weighted average
  shares outstanding.........................................    108,924      61,631       100,072      61,624
                                                                 =======      ======       =======      ======
</TABLE>


           See notes to condensed consolidated financial statements.



                                      -4-
<PAGE>


                          ENER1, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                      Nine Months
                                                                  Ended September 30,
                                                                 --------------------
                                                                 2002            2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash provided by (used in):
Operating activities:
    Net loss................................................    $  (6,507)      $  (3,375)
    Depreciation and amortization...........................          504             525
    Common stock options issued as compensation.............          205              --
    Minority interest in loss of subsidiary.................         (348)             --
    Changes in assets and liabilities ......................        2,109          (1,508)
                                                                   ------         -------
      Net cash used in operating activities.................       (4,037)         (4,358)
                                                                  -------        --------
Investing activities:
    Payment received on note from Boundless ................           --              63
    Capital expenditures....................................       (1,909)         (5,476)
    Purchase of technology licenses.........................       (1,170)             --
                                                                  --------        -------
      Net cash used in investing activities.................       (3,079)         (5,413)
                                                                  --------        -------
Financing activities:
    Repayment of related party debt.........................       (1,073)             --
    Repayment of long term debt.............................          (18)             --
    Net proceeds from issuance of common stock..............        2,428              14
    Proceeds from temporary advance from stockholder........        3,994           7,435
    Payment on obligation of capital lease..................           --             (27)
    Proceeds from note payable..............................          215              --
    Proceeds from minority investment in new subsidiary.....        1,600              --
                                                                   ------          ------
      Net cash (used in) provided by financing activities...        7,095           7,422
                                                                   ------          ------
Net increase (decrease) in cash and equivalents ............          (21)         (2,349)
Cash and equivalents, beginning of period...................        1,495           5,454
                                                                 --------        --------
Cash and equivalents, end of period ........................    $   1,474       $   3,105
                                                                =========       =========
</TABLE>


           See notes to condensed consolidated financial statements.



                                      -5-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the nine months for
    Income taxes............................................    $       1       $       2
                                                                =========       =========
    Interest paid...........................................    $      34
                                                                =========
  Non-cash investing and financing activities:
   Equipment purchased from related party at net book
        value in exchange for a note payable................                    $   1,223
                                                                                =========
   Equipment purchased from stockholder at net book
        value for the assumption of various promissory
        notes to related parties and an increase in the
        amount due to stockholder...........................    $  12,363
                                                                =========
   Advances from stockholder converted to a short -term
        payable.............................................    $   5,500
                                                                =========
   Equipment purchased from stockholder in exchange for
        an increase in the amount due to stockholder........    $     384
                                                                =========
   Advances from stockholder converted to additional paid
        in capital..........................................    $   5,958
                                                                =========
   Common and preferred stock issued in connection with
     the acquisition of  Ener1 Battery Company..............    $   9,288
                                                                =========
   Issuance of note payable in connection with
     the acquisition of Ener1 Battery Company...............    $   1,162
                                                                =========
   Capital lease obligation incurred for equipment
     Purchases..............................................   $      --       $      65
                                                                =========       =========
   Decrease in note receivable from Boundless as an offset
     for payment against the minimum purchase guarantee
     and accounts payable to Boundless......................   $      --       $     562
                                                                =========       =========
</TABLE>


           See notes to condensed consolidated financial statements.



                                      -6-
<PAGE>

Basis of Presentation and Going Concern

Nature of Business:

The Company acquired effective September 6, 2002, 100% of the outstanding
capital stock of Ener1 Battery Company ("Ener1 Battery" or "Battery Company")
from the Company's parent, Ener1 Group, Inc. In accordance with SFAS 141
Business Combinations, because the Company and Ener1 Battery were entities under
common control, operations of the two entities were combined from the beginning
of each period presented similar to the pooling of interests method. The Company
previously reported the details of operations of the formerly separate Battery
Company before the combination in Form 8-K/A dated October 18, 2002. The battery
subsidiary is in the business of developing, marketing and producing lithium ion
and other lithium technology batteries for use in military, industrial and
consumer applications. Ener1 Battery Company has five patent applications on
file with the U.S. Patent and Trademark Office relating to its advance battery
technologies and designs, and is in the process of developing additional
technologies that are expected to be the subject of further patent applications.

The Company's original business is now called the Digital Media Technologies
Division and is focused on delivering interactive information and entertainment
systems and services to markets in vertical industries such as hospitality and
healthcare. The Company as previously announced owns 51% of Enerlook Healthcare
Solutions, Inc., which provides turn-key video-on-demand and interactive TV
solutions to hospitals. On June 13, 2002 the Company formed Ener1 Technologies,
Inc. to develop and market products for neutralizing the harmful effects of
electromagnetic radiation in electric power transmission lines and equipment.

Name Change:

On October 23, 2002 the Company amended its Articles of Incorporation to change
its name from Inprimis, Inc. to Ener1, Inc. On October 28, 2002 the Company's
ticker symbol changed to ENEI to reflect the new name. The Company's parent
company Ener1 Holdings, Inc. has changed its name to Ener1 Group, Inc.

Ener1, Inc. Corporate Structure:

     *  Ener1 Battery Company - 100% owned subsidiary:

 Ener1 Battery's expertise in advanced energy research has produced a lithium
metal battery technology that is believed to deliver an energy density nearly
three times greater than existing lithium batteries. The Company believes this
battery technology will be particularly useful in military applications,
specialty mobile electronics and high-end consumer electronics, such as 3G
telecommunications products. Based on market research made available to Ener1
Battery, U.S. military and specialty battery markets, which are principally
being serviced by primary lithium batteries, are expected to reach $370 million
by 2006. Ener1 Battery intends to focus its initial efforts on replacing these
high capacity primary lithium batteries with its newly designed high-density
rechargeable lithium batteries. Additionally, there are consumer-oriented
markets that Ener1 Battery believes would be candidates for its follow-on
products. Ener1 Battery Company is considered a development stage company. Ener1
Battery Company will be entering


                                      -7-
<PAGE>

the prototype and sample phase in the latter part of the fourth quarter. The
Battery Company's financial results are included in the financial statements
starting in September 2002.

     *  Ener1 Digital Media Technologies Division:

       This division develops and markets advanced interactive digital
information and entertainment software and hardware systems that provide video &
movies on demand, Web access, e-mail and interactive TV services delivered
through the television for customers in industries such as hospitality,
healthcare, and other vertical markets. With a core competence in streaming
digital media and Internet protocols, the Company believes its Digital Media
Technologies Division is well positioned to attain a leadership position in this
emerging market. In addition, Digital Media's engineering consulting services
provides software and hardware design and development services for companies in
the semiconductor, interactive TV, video, Internet and multimedia industries.
Think of us as technology accelerators: helping our clients develop and bring
new products to market rapidly.

     *  Other operating units:

       The company also owns 51% of EnerLook Healthcare Solutions, Inc., a
solutions company providing turn-key video-on-demand and interactive TV
solutions to hospitals. EnerLook integrates the interactive systems and services
from Ener1, Inc.'s Digital Media Technologies Division with a complete set of
patient, administrative, and clinical services for its hospital customers.

       On June 13, 2002, the Company formed Ener1 Technologies, Inc. to develop
and market products for the electric power transmission industry, using the
licensed, patent-pending EnerWatchTM technology for detecting, monitoring and
mitigating energy losses and other harmful effects of transients in electronic
circuits and systems.

       Basis of Presentation: The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB for quarterly reports under
section 13 or 15 (d) of the Securities and Exchange Act of 1934. Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included and such adjustments are of
a normal recurring nature. Operating results for the three and nine months ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. The audited financial statements
at December 31, 2001, which are included in the Company's Annual Report on Form
10K, should be read in conjunction with these condensed consolidated financial
statements.

       Going Concern. The accompanying condensed consolidated financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has experienced net operating losses since 1997,
negative cash flows in 1999, 2000, and 2001, and as of September

                                      -8-
<PAGE>

30, 2002, had an accumulated deficit of $48.0 million. Cash used in operations
for the years ended December 31, 1999, 2000, and 2001 was $6.1 million, $8.2
million, and $6.2 million, respectively. The Company continued to have negative
cash flow from operations for the three months and nine months ended September
30, 2002. It is likely that the Company's operations will continue to incur
negative cash flows in the final quarter of 2002 and additional cash will be
required to bring the newly acquired Battery Company into production in early
2003. Such conditions, among others, give rise to substantial doubt about the
Company's ability to continue as a going concern for a reasonable period of
time. The condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.

       Management Plans. The Company has transitioned its business from being
primarily a data communications products manufacturer to being a provider of
software and system solutions-based services. This business is now operating as
the Digital Media division. Through the acquisition of the Battery Company from
Ener1 Group, Inc. and the formation of EnerLook Health Care Solutions, Inc and
Ener1 Technologies, Inc., the company has further changed and diversified its
business. The Company's future success will depend on the Company bringing the
Battery Company from a development stage company to production of batteries in
early 2003. Both EnerLook Healthcare Solutions, Inc. and Ener1 Technologies,
Inc. are also development stage companies. The Digital Media division success
will depend on the acceptance and penetration of its interactive TV technology
into such vertical markets as healthcare and hospitality. The digital media
division has recently changed its strategy to also focus on selling its
interactive TV product and developing new products. This change will require the
Company to have additional working capital to finance receivables and inventory.
The acquisition of the Battery Company will also require additional capital to
bring it from a development stage company to full production. The Company will
require additional capital, and there can be no assurance that any such required
capital will be available on terms acceptable to the Company, if at all, at such
time or times as required by the Company. The Company has been funded in the
last nine months by its parent company Ener1 Group, Inc. The Company on January
3, 2002 completed a transaction with Ener1 Group, Inc., which resulted in
additional capital of $1,000,000 and has received $215,000 of additional funding
from Ener1 Group, Inc. as a loan and $1,481,000 as an additional investment in
shares of the Company. The Company believes Ener1 Group, Inc. will provide that
additional working capital; however, the Company is seeking additional financing
alternatives.

Recent Developments and Subsequent Events

Filing with SEC to Spin-off EnerWatch(TM) Technology Subsidiary:

Ener1 Technologies, Inc. a development stage company and subsidiary of the
Company, filed on November 6, 2002 an SB-2 registration statement with the
Securities and Exchange Commission to register the spin-off by the Company of
100% of the subsidiary's common stock to the record holders of Ener1, Inc.
common stock once a record date for the spin-off is set. The spin-off
distribution would occur once SEC review of the proposed transaction is
completed and the


                                      -9-
<PAGE>

registration statement goes effective. The Company believes that the
distribution will be treated as a dividend to Ener1, Inc. stockholders.

NASDAQ issues new stock symbol:

       On October 28, 2002, the Company's stock began trading under its new
stock symbol ENEI.

Amendments to the Company's Articles of Incorporation:

       On October 14, 2002, the Company's Board of Directors and stockholders
approved the following amendments to the Company's Articles of Incorporation:

   *   To change the company's name to Ener1, Inc. and
   *   To increase the authorized common stock from 200,000,000 shares to
       500,000,000 shares

 Acquisition of Ener1 Group, Inc.'s battery business

       On September 6, 2002, the Company executed a merger agreement
implementing the acquisition of 100% of the outstanding capital stock of Ener1
Battery Company from the Company's parent, Ener1 Group Inc. As a result of the
merger, Ener1 Group's ownership of the Company increased to approximately 96% of
fully diluted common share equivalents, after giving effect to exercise of all
warrants and options and mandatory conversion of the Company's new series A
Convertible Preferred Stock. Ener1 Battery Company is in the business of
developing, marketing and producing lithium ion and other lithium technology
batteries for use in military, industrial, and consumer applications.

       In exchange for 100% of the stock in Ener1 Battery, the Company paid the
following consideration to Ener1 Group:

       (a) 50,000,000 shares of the Company's restricted Common Stock, par value
           $0.01 per share.

       (b) 3,930,000 shares of the Company's new, restricted Series A Preferred
           Stock, par value $0.01 per share. The Preferred Stock converts, on a
           mandatory basis, into 50 shares of the Company's common stock for
           each share of preferred, has the rights, preferences and designations
           set forth in the Certificate of Designations included as Exhibit A to
           the Merger Agreement. The Preferred Stock on October 18, 2002 was
           converted into 196,500,000 shares of the Company's Common stock. The
           conversion into common stock occurred on October 18, 2002 when the
           shareholder of the Company approved an amendment to the articles of
           incorporation to increase the authorized shares of the Company
           sufficiently to effect the conversion.


                                      -10-
<PAGE>

       (c) Warrants to purchase up to 48,402,985 shares of the company's common
           stock (the ("Warrants") will be issued to Ener1 Group at an exercise
           price of $0.08 per share. The warrants have a 10-year term.

       (d) A $1,161,850 promissory note payable to Ener1 Group, bearing interest
           at 10% per annum and due on September 1, 2003.

       As part of the transaction, Ener1 Group has indicated it intends to make
capital contributions to Ener1 Battery Company of up to $4,700,000. Ener1 Group
has advanced $1,873,368 of the above amount. All additional such contributions,
up to $4,700,000, will be recorded as paid in capital.

       Since the Company and Ener1 Group are considered to be companies under
common control, the assets and liabilities acquired by the Company were recorded
at book value, and no goodwill was recorded. As a result, the Company recorded
approximately $8,700,000 of additional paid in capital.

         Also on September 6, 2002, the Company and Ener1Group finalized the
documentation of Ener1 Group's prior and continuing capital contributions to the
Company for use by the latter's Digital Media Technologies division. Capital
contributions from May 8, 2002 have been recorded as capital contributions. As
of September 30, 2002, such capital contributions totaled $1,481,117. In
connection with the capital contributions, the Company issued the following
restricted securities to Ener1 Group:

       (a) 80,000 shares of the Company's new Series A Preferred Stock, par
           value $0.01 per share. The Preferred shares convert on a mandatory
           basis to 50 shares of the registrant's common stock for each
           Preferred share. The total common share equivalents, on a fully
           converted basis, represented by the above Series A Preferred Stock,
           is equal to 4,000,000 shares of the Company's common stock. The
           conversion into common stock occurred on October 18, 2002 when the
           shareholder of the Company approved an amendment to the articles of
           incorporation to increase the authorized shares of the Company
           sufficiently to effect the conversion.

       (b) Warrants to purchase up to 20,597,015 of the Company's common stock
           with an exercise price of $0.08 per share. These warrants have a
           10-year term.

       The remainder of Ener1 Group's $2,000,000 contemplated investment in the
Company ($518,883) will be recorded as additional paid in capital when made, and
no additional shares will be issued in connection therewith.

Effect of the Merger and Investment on the Company's Capital Structure:
----------------------------------------------------------------------

       Prior to the merger and investment transaction, the Company had
58,947,020 common shares outstanding and approximately 1,700,000 outstanding
options to purchase shares of its common stock. Giving effect to the
transactions and reflecting the conversion of the Company's

                                      -11-
<PAGE>

new Series A Preferred Stock to common stock and exercise of all outstanding
stock options and warrants, the registrant's fully diluted common equivalent
shares total 380,147,020. Ener1 Group's ownership thereof is approximately 96%.
The table below summarizes the changes:

         Security                                            Common Equivalents
         --------                                            ------------------
Common shares outstanding before transactions:                     58,947,020

Common shares issued in the merger transaction:                    50,000,000

4,010,000 preferred shares converted into common shares
effective October 18, 2002:                                       200,500,000

Warrants issued and exercisable into common shares:                69,000,000

Outstanding stock options:                                          1,700,000
                                                                  -----------

Total fully diluted, common stock equivalents after
    giving effect to the transactions, assuming the
    conversion of all preferred shares to common, and
    the exercise of all warrants and stock options:               380,147,020
                                                                  ===========


Transition to a Products Company by the Digital Media Division.

       The Company, as previously announced, has decided in its Digital Media
Division to increase its efforts in developing products around the set-top box
and interactive TV market place. On April 8, 2002, the Company announced that it
was developing a software product named truNetTV, which makes possible for users
of interactive TV-based systems in hotels and hospitals to gain access to
mainstream PC and Server applications directly from their television sets. The
Company will also continue to market its own set top box. This business model is
intended to provide the Company with revenue streams from both engineering
design services, royalties from deployed design, and from product sales. Product
sales were $73,000 in the second quarter and $208,000 in the third quarter and
are likely to be greater in the fourth quarter as the backlog of orders has
increased. Actual sales in the fourth quarter will be dependent on timely
delivery of product from the Company's offshore subcontractor. It will take time
to penetrate new markets. The Company will continue to provide consulting
services for companies in the semiconductor, interactive TV, video, Internet and
multimedia industries.

Ener1 Group, Inc. Transaction:

       The Company and Ener1 Group, Inc. (formerly Ener1 Holdings, Inc) entered
into a Securities Purchase Agreement (the "Agreement") whereby Ener1 Group,
Inc., on January 3, 2002 (the "Initial Closing"), acquired a controlling
interest in the Company. Under the

                                      -12-
<PAGE>

Agreement, Ener1 Holdings, Inc. agreed to purchase 47,126,416 shares of the
Company's common stock, at a price of $.0254634 per share, for an aggregate
purchase price of $1.2 million (the "Original Purchase Price"). The shares
purchased by Ener1 Group, Inc. represented 80% of the issued and outstanding
capital stock of the Company at the time. At the Initial Closing, the Company
issued 12,500,001 shares of the Company's common stock (the "Initial Shares") to
Ener1 Group, Inc., representing a majority of the issued and outstanding common
stock of the Company on that date. The remaining 34,626,415 shares of the
Company's common stock (the "Remaining Shares") were issued by the Company to
Ener1 Group, Inc. upon (1) the automatic conversion of a convertible promissory
note in the principal amount of $481,785 (the "Convertible Note") into
18,917,597 shares of the Company's common stock and (2) the release from escrow
of 15,708,821 shares of the Company's common stock, each such event took place
upon the approval by the Company's shareholders of an increase in the number of
authorized shares of common stock sufficient for the issuance of the Remaining
Shares which was obtained on March 11, 2002

       On February 22, 2002, the Original Purchase Price was reduced by $200,000
to $1,000,000 (the "Adjusted Purchase Price") under the terms of the Securities
Purchase Agreement because the Company did not meet certain stockholder equity
targets for December 31, 2001. The $200,000, by which the Original Purchase
Price was reduced, was loaned to the Company by Ener1 Holdings, Inc. and is
payable to Ener1Holdings Inc. on February 22, 2003.

       On March 11, 2002, the Company amended its Articles of Incorporation to
increase the number of authorized shares of Common Stock to provide for the
issuance of the Remaining Shares, and the Remaining Shares were issued to Ener1
Group, Inc. on March 15, 2002 (the "Subsequent Issuance Date").

       Of the Adjusted Purchase Price, $680,000 was paid to the Company at the
Initial Closing in consideration of the Initial Shares and the Convertible Note,
and $200,000 was paid to the Company out of escrow on the Subsequent Issuance
Date. $120,000 of the Adjusted Purchase Price was in escrow as a holdback of
part of the Adjusted Purchase Price for any breach by the Company of any of its
representations, warranties or covenants made in the Securities Purchase
Agreement. On April 10, 2002 the Company received from Escrow the $120,000 that
was being held back.

EnerLook Health Care Solutions, Inc.

       On February 21, 2002 the Company incorporated EnerLook Health Care
Solutions, Inc. ("EnerLook"). EnerLook is 51% owned by the Company and 49% owned
by EDLook, LLC. EDLook, LLC committed to contribute $1.6 million for its 49%
contribution, of which $0.8 million was received as of March 21, 2002 and $0.8
was received on April 24, 2002. The details of the shareholder agreement have
been finalized and was included as an exhibit to the June 30, 2002 10-QSB
filing. The Company's capital contribution will be limited to its management
assistance to develop a business plan and to manage the early stages of a
business that has been established to pursue the delivery of services for those
customers who use the Company's set-top box. The Company is also contributing
its technology expertise to the joint venture. The capital


                                      -13-
<PAGE>

raised for this new business is restricted to the new business opportunity and
cannot be used to fund the current business.

Termination of Eduard Will

                 On March 28, 2002, the Company's Board of Directors voted to
terminate Eduard Will from his position as Chief Executive Officer and President
of the Company. As a result of his termination, under the terms of Mr. Will's
employment agreement, Mr. Will believes he is entitled to receive six months
salary in the aggregate amount of $181,000, foregone vacation pay in the
aggregate amount of $15,530 and travel reimbursement through December 31, 2001.
In addition, options held by Mr. Will to purchase 116,667 shares of the
Company's common stock became immediately exercisable upon his termination.

       On March 29, 2002 Mr. Will tendered his resignation from our Board of
Directors.

       On October 4, 2002, Mr. Will filed a lawsuit in the circuit court of the
15th judicial circuit, in and for Palm Beach County, Florida claiming monies are
due under his employment agreement for severance and other compensation. The
Company intends to vigorously defend against this lawsuit; however, the outcome
of this case cannot be determined at this time.

Exit from the Data Communications Products Business

       The Company embarked upon a plan in early 2000 to transition from being
primarily a data communications products manufacturer to its new focus on
providing engineering services. The Company announced in July 2000 that it no
longer would offer data communications products to the marketplace. In
conjunction with this transition, the Company decided to change the name of the
Company from Boca Research, Inc. to Inprimis, Inc. The Company did not have any
data communications sales in either of the three and nine months ended September
30, 2002 and September 30, 2001.



                                      -14-
<PAGE>

Segment Reporting:

       The Company acquired Ener1 Battery Company on September 6, 2002. On June
13, 2002 the Company formed Ener1 Technologies, Inc. and in February 2002 it
formed a 51% owned subsidiary, EnerLook Healthcare Solutions, Inc. These
business are reportable segments since they reflect a different type of business
than the Company's original business of developing and marketing advanced
interactive digital information and entertainment software and hardware systems
that provide video and movies on demand, Web access, e-mail and interactive TV
services delivered through the television for customers in industries such as
hospitality, healthcare, and other vertical markets. The sales and losses
reported below by segment are for the nine months ended September 30, 2002.
Ener1 Battery Company, Ener1 Healthcare Solutions, Inc., and Ener1 Technologies,
Inc. are development stage companies and were started or acquired at various
times during the year; therefore, the operating results are not for the
nine-month period.

<TABLE>
<CAPTION>
                                                                   (In thousands)
                                                                 September 30, 2002
                                       ----------------------------------------------------------------------
                                                                                               Year to date
                                                                                               Loss before
                                       Year to date                                              Minority
                                          Sales             Cash             Assets              interest
                                       ----------------------------------------------------------------------
<S>                                    <C>                 <C>               <C>                 <C>
Digital Media Division                      $  2,691       $    144          $   1,750        $      (4,202)

Ener1 Battery Company                             --            850             22,069               (1,807)

Ener1 Healthcare Solutions, Inc.                  --            480                975                 (718)

Ener1 Technologies, Inc.                          --             --                 13                 (126)

Intercompany Eliminations                       (101)            --                (50)                  --
                                         ------------      --------          ----------          ----------

Net                                         $  2,590       $  1,474          $  24,757        $      (6,853)
                                         ===========       ========          =========        ==============
</TABLE>

Ener1 Healthcare Solutions, Inc. year to date loss is before minority interest.


 Financial Results by Segments:

The Battery Company was acquired on September 6, 2002. However, the Company's
financial statements include the Battery Company operating results for each
reported period as if the Company had owned the Battery Company. The Battery
Company is a development stage Company that started on March 1, 2001. As an aid
to reviewing the financial statements the operating loss and sales for each
segment for the reporting period is detailed out in the chart below.


                                      -15-
<PAGE>

<TABLE>
<CAPTION>
                                                                  Segment Operating losses (in thousands)
                                                    --------------------------------------------------------------------
                                                             Three months                       Nine months
                                                          Ended September 30                Ended September 30,
                                                          ------------------                -------------------
                                                          2002          2001                2002           2001
                                                          ----          ----                ----           ----
<S>                                                  <C>              <C>              <C>             <C>
Digital Media Division                               $   (1,008)      $  (418)         $   (4,202)     $  (3,290)

Ener1 Battery Company                                      (761)          (76)             (1,807)           (85)

Ener1 Healthcare Solutions, Inc
(Before minority interest)                                 (367)           --                (718)            --

Ener1 Technologies, Inc.                                    (52)           --                (126)            --
                                                     --------------------------------------------------------------------

Total                                                $   (2,188)      $  (494)         $   (6,853)     $  (3,375)
                                                     ===========      ========         ===========     ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                           Sales (in thousands)
                                                    --------------------------------------------------------------------
                                                             Three months                       Nine months
                                                          Ended September 30                Ended September 30,
                                                          ------------------                -------------------
                                                          2002          2001                2002           2001
                                                          ----          ----                ----           ----
<S>                                                  <C>              <C>              <C>             <C>
Digital Media Division                               $      815       $   879          $    2,691      $   2,867

Ener1 Battery Company                                        --            --                  --             --

Ener1 Healthcare Solutions, Inc
(Before minority interest)                                   --            --                  --             --

Ener1 Technologies, Inc.                                     --            --                  --             --

Intercompany Eliminations                                   (58)           --                (101)            --

                                                     --------------------------------------------------------------------

Total                                                $      757       $   879          $    2,590      $   2,867
                                                     ==========       =======          ==========      =========
</TABLE>

Revenue Recognition

       Revenue from engineering services contracts is recognized as the work is
performed. Contracts are either time-and-material or fixed-price in nature. With
time-and-material type contracts, revenue is calculated by multiplying the
number of hours worked by the contractually agreed upon rate per hour. With
fixed-price type contracts, revenue is calculated by applying the percentage of
completion method, which is based on the ratio of total hours incurred to date
to the total estimated hours. Revenue recognition must satisfy several factors
depending on the nature of the contract. These factors include the completion of
certain contractual milestones, which are verified by the customer before
revenue is recognized, and a calculation of the costs incurred and an estimated
cost to complete to determine if costs are in excess of potential

                                      -16-
<PAGE>

revenue. Contracts generally allow for modification of the number of hours or
the stated deliverables via change orders based upon the actual work required to
complete a project and upon agreement between the Company and its customer(s).
The Company records a loss in the current period during which a loss on a
project appears probable. The amount of such loss is the reasonably estimated
loss on the project and is recorded immediately upon determination that the loss
is probable. The Company is doing business with a number of start up companies.
Generally accepted accounting principles require that collectibility must be
reasonably assured before revenue is recognized. The Company evaluates each of
its customers who are in a start up mode and assesses its ability to pay and the
customer's recent history of payments before the Company recognizes revenue for
services performed. Revenue from product licensing is recognized as earned
pursuant to the terms of the related contract, which generally occurs when the
Company ships equipment in conjunction with such license. Amounts received but
unearned as of September 30, 2002 are recorded as deferred revenue at September
30, 2002.

Technology Licenses

       During the six months ended June 30, 2002, the Company capitalized
approximately $1.0 million for licenses related to the set-top box technology.
Management believes that this technology and the related set-top boxes will not
be fully developed and marketable with this technology until mid 2004 and the
Company will not generate significant revenues from the sale of set-top boxes
with this technology until that time. Based on this, the Company is currently
not amortizing the licenses. These licenses will continued to be reviewed for
impairment in accordance with SFAS No. 144.

Related Party Transaction

       During the nine months ended September 30, 2002, Ener1 Group, Inc., the
parent company, incurred expenses on behalf of the Company, including payroll,
advisory services and other administrative expenses, totaling approximately
$717,000. $387,000 of the total was expenses incurred on behalf of the Battery
Company for the month of September 2002. These advances are non-interest bearing
and due on demand and are included in Due to Stockholder on the balance sheet.

Trade Receivables

       Trade receivables are presented net of an allowance for doubtful accounts
of $12,030 as of September 30, 2002.

Comprehensive Income (Loss)

       Comprehensive income includes all changes in equity during a period
except those resulting from investment by owners and distributions to owners.
The Company's comprehensive loss equals its net loss for the three and nine
months ended September 30, 2002 and 2001, and net loss is the only component of
comprehensive loss for such periods.


                                      -17-
<PAGE>

Net Loss per Share

       The Company computes net loss per share under Statement of Financial
Accounting Standards ("SFAS") No. 128, " Earnings Per Share", which requires a
dual presentation of basic and diluted earnings per share on the face of the
statement of operations. Basic earnings per share excludes dilution and is
computed by dividing income or loss attributable to common shareholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were converted into common
stock, but such securities or contracts are excluded if their effects would be
anti-dilutive. The Company excluded stock equivalents from the weighted-average
shares outstanding calculation for the three months and nine months ended
September 30, 2002 and 2001, respectively, as their effect was anti-dilutive.

Commitments and Contingencies

       Ed Will, the Company's former President and Chief Executive Officer, has
filed a lawsuit in the circuit court of the 15th judicial circuit, in and for
Palm Beach County, Florida claiming monies that are due under his employment
agreement for severance and other compensation. It is too early in the process
to determine the outcome of this lawsuit and it is unlikely to have a material
impact on the Company's financial result, but could affect its cash flow. The
Company intends to variously defend against this lawsuit; however, the outcome
of this case cannot be determine at this time.

       The Company receives communications from time to time alleging that
certain of the Company's products infringe the patent rights of other third
parties. The Company cannot predict the outcome of any such claim, which may
arise in the future, or the effect of any such claim on the Company's operating
results or financial condition.

       The Company has been named a co-defendant in an action brought in the
United States District Court for the District of Massachusetts, by NEC
Technologies, Inc. ("NEC"). The suit alleges that the Company supplied modem
hardware to NEC, which was combined by NEC with software supplied by another
co-defendant, Ring Zero Systems, Inc. NEC was subsequently sued for patent
infringement by PhoneTel Communications, Inc. ("PhoneTel"), allegedly as a
result of NEC's combination of modem hardware and software supplied by the
vendors in its personal computer products. NEC alleges that the Company and Ring
Zero are obligated to indemnify NEC for NEC's costs of defense and settlement of
the PhoneTel suit, in the amount of $327,000. This action was dismissed without
prejudice on April 25, 2000; however, the reason for the dismissal was entirely
procedural, and there has been no resolution of the substantive dispute. The
Company anticipates that NEC will refile this action in an appropriate
jurisdiction in the near future. The Company continues to evaluate the claim,
but cannot predict at this time whether the claim will have a material adverse
effect on the Company's operating results, financial condition, or cash flows.

       The Company and its Boca Global, Inc. subsidiary have been named
co-defendants in an action brought in the District Court of South Dakota, by
Gateway, Inc. ("Gateway"). Global Village, Inc. had contracted to supply its
FaxWorks software to be bundled with Gateway PCs.


                                      -18-
<PAGE>

Gateway's complaint against the Company and Boca Global, Inc. alleges that
either or both of these entities assumed the liabilities of Global Village, Inc.
with respect to the FaxWorks product. Gateway reportedly will pay between $5
million and $6 million to settle litigation brought by PhoneTel, for which
Gateway has sought indemnification from the Company, Boca Global, Inc., and an
unrelated co-defendant. On January 19, 2001, a motion to dismiss was granted
with respect to Inprimis, Inc. Boca Global, Inc. remains as a defendant. While
the Company believes that Boca Global, Inc. will be able to assert numerous
defenses to the liability, the Company is unable to estimate what impact, if
any, this claim will have upon the Company's financial statements, given the
preliminary nature of the claim.

Stockholders' Equity

       On September 6, 2002, the Company executed a merger agreement
implementing the acquisition of 100% of the outstanding capital stock of Ener1
Battery Company from the Company's parent, Ener1 Group. As a result of the
merger, Ener1 Group's ownership of the Company increased to approximately 96% of
fully diluted common shares equivalents, after giving effect to exercise of all
warrants and options and mandatory conversion of the Company's new series A
Convertible Preferred Stock. Ener1 Battery Company is in the business of
developing, marketing and producing lithium ion and other lithium technology
batteries for use in military, industrial, and consumer applications.

       In exchange for 100% of the stock in Ener1 Battery, the Company paid the
following consideration to Ener1 Group:

       (a) 50,000,000 shares of the Company's restricted common stock, par value
           $0.01 per share.

       (b) 3,930,000 shares of the Company's new, restricted Series A Preferred
           Stock, par value $0.01 per share. The preferred stock converts, on a
           mandatory basis, into 50 shares of the Company's common stock for
           each share of preferred, has the rights, preferences and designations
           set forth in the Certificate of Designations included as Exhibit A to
           the Merger Agreement. The preferred stock in October 2002 was
           converted into 196,500,000 shares of the Company's common stock. The
           conversion into common stock occurred when the shareholder of the
           Company approved an amendment to the articles of incorporation to
           increase the authorized shares of the Company sufficiently to effect
           the conversion.

       (c) Warrants t purchase up to 48,402,985 shares of the company's common
           stock (the ("Warrants") will be issued to Ener1 Group at an exercise
           price of $0.08 per share. The warrants have a 10-year term.

       (d) $1,161,850 promissory note payable to Ener1 Group, bearing interest
           at 10% per annum and due on September 1, 2003.

       As part of the transaction, Ener1 Group has indicated it intends to make
additional capital contributions to Ener1 Battery Company of up to $4,700,000.
Ener1 Group has advanced

                                      -19-
<PAGE>

$1,873,368 of the above amount. All additional such contributions, up to
$4,700,000, will be recorded as paid in capital.

       Since the Company and Ener1 Group are considered to be companies under
common control, the assets and liabilities acquired by the Company were recorded
at book value, and no goodwill was recorded. As a result the Company recorded
$8,700,000 of additional paid in capital.

       Also on September 6, 2002, the registrant and Ener1Group finalized the
documentation of Ener1 Group's prior and continuing capital contributions to the
registrant for use by the latter's Digital Media Technologies division. Capital
contributions from May 8, 2002 have been recorded as capital contributions. As
of September 30, 2002, such capital contributions totaled $1,481,117. In
connection with the capital contributions, the company issued the following
restricted securities to Ener1 Group:

       (a) 80,000 shares of the Company's new Series A Preferred Stock, par
           value $0.01 per share. The Preferred shares convert on a mandatory
           basis to 50 shares of the Company's common stock for each Preferred
           share. The total common share equivalents, on a fully converted
           basis, represented by the above Series A Preferred Stock, is equal to
           4,000,000 shares of the Company's common stock. The conversion into
           common stock occurred in October, when the shareholder of the Company
           approved an amendment to the articles of incorporation to increase
           the authorized shares of the Company sufficiently to effect the
           conversion.

       (b) Warrants to purchase up to 20,597,015 of the Company's Common Stock
           with an exercise price of $0.08 per share. These warrants have a
           10-year term.

       The remainder of Ener1 Group's $2,000,000 contemplated investment in the
Company ($518,883) will be recorded as additional paid in capital when made, and
no additional shares will be issued in connection therewith.

Effect of the Merger and Investment on the Company's Capital Structure:
----------------------------------------------------------------------

       Prior to the merger and investment transaction, the Company had
58,947,020 common shares outstanding and approximately 1,700,000 outstanding
options to purchase shares of its common stock. Giving effect to the
transactions and reflecting the conversion of the Company's new Series A
Preferred Stock to common stock and exercise of all outstanding stock options
and warrants, the registrant's fully diluted common equivalent shares total
380,147,020. Ener1 Group's ownership thereof is approximately 96%. The table
below summarizes the changes:

         Security                                            Common Equivalents
         --------                                            ------------------
Common shares outstanding before transactions:                     58,947,020

Common shares issued in the merger transaction:                    50,000,000


                                      -20-
<PAGE>

4,010,000 preferred shares converted into common shares
effective October 18,2002                                         200,500,000

Warrants issued and exercisable into common shares:                69,000,000

Outstanding stock options:                                          1,700,000
                                                                  -----------
Total fully diluted, common stock equivalents after
       giving effect to the transactions, assuming the
       conversion of all preferred shares to common, and
       the exercise of all warrants and stock options:            380,147,020
                                                                  ===========

       During the three months ended March 31, 2002, the transaction with Ener1
Group, Inc. was concluded and the Company received $880,000 less $55,000 for
legal fees associated with the transaction for a net of $825,000. On April 8,
2002 an additional $120,000 was received in connection with the Ener1 Group,
Inc. transaction, which was being held in Escrow. Also, the Company formed a
subsidiary during the three months ended March 31, 2002, from which the Company
received $800,000 for 32.5% of the Company. On April 10, 2002 an additional
$800,000 was received which brought the minority interest in the subsidiary to
49% as of June 30, 2002.

       The majority of the Company's stock options have variable plan accounting
treatment because of re-pricing existing options during 2001. The price of the
Company's common stock was at $0.20 as of September 30, 2002, which is greater
than the $0.05 option price. This resulted in an increase in additional paid in
capital and a charge to earnings of approximately $205,000 for the nine months
ended September 30, 2002.

       During the nine month period ended September 30, 2002, 3,000 shares of
common stock were issued in connection with purchases by employees through the
Employee Stock Purchase Plan. The aggregate proceeds received from these
exercises were $85. Also, 36,000 options were exercised during the three months
ended September 30, 2002. The aggregate proceeds from the exercise of these
options were $1,500.00.

Stock Option Plan

       During the nine month period ended September 30, 2002, the Company
granted options to purchase 115,000 shares at prices ranging between $0.10-$0.13
per share. Included in this number was 100,000 shares granted to Eduard Will,
the former President and Chief Executive Officer who was terminated on March 28,
2002. The Company received shareholder approval on May 6, 2002 for the adoption
of a new stock option plan.

Recently Issued Accounting Pronouncements and Interpretations.

       In June 2001, the Financial Accounting Standards Board ("FASB") issued
two new pronouncements: Statement of Financial Accounting Standards ("SFAS") No
141, "Business Combinations," and SFAS No.142, "Goodwill and Other Intangible
Assets." SFAS No. 141 is effective as follows: a) use of the pooling-of-interest
method is prohibited for business


                                      -21-
<PAGE>

combinations initiated after June 30, 2001; and b) the provisions of SFAS 141
apply to all business combinations accounted for by the purchase method that are
completed after June 30, 2001 (that is, the date of the acquisition is July 2001
or later). There are also transition provisions that apply to business
combinations completed before July 1, 2001, that were accounted for by the
purchase method. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001 for all goodwill and other intangible assets recognized in an
entity's statement of financial position at that date, regardless of when those
assets were initially recognized. SFAS No. 142 specifies that goodwill and some
intangible assets will no longer be amortized but instead will be subject to
periodic impairment testing. Adopting SFAS Nos. 141 and 142 did not have a
material impact on the Company's financial statements, although future
acquisitions may be affected by these statements.

       In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." In August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related long-lived asset. Subsequently,
the asset retirement cost should be allocated to expense using a systematic and
rational method over its useful life. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently assessing the impact of
SFAS No. 143 and therefore, at this time, cannot reasonably estimate the effect
of these statements on its financial condition, results of operations and cash
flows.

       SFAS No. 144 addresses financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of. It
supersedes, with exceptions, SFAS No 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" and is effective
for fiscal years beginning after December 15, 2001. Adopting SFAS No 144 did not
have a material impact on the Company's financial statements.

       In April 2002, the FASB issued SFAS No.145, Rescission of FASB Statement
No's. 4, 44, and 64, Amendment of FASB Statement No.13 and Technical
Corrections. This statement, among other things, eliminates an inconsistency
between required accounting for certain sale-leaseback transactions and provides
for other technical corrections. Management believes adoption of this statement
will not have a material effect on the financial statements of the Company.

       In June 2002, the FASB issued SFAS No.146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement addresses accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3. The statement is effective
for exit or disposal costs initiated after December 31, 2002, with early
application encouraged. The Company has not yet adopted this statement, and
management has not determined the impact of this statement on the financial
statements of the Company


                                      -22-
<PAGE>

Item 2.

                          ENER1, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report on Form 10-QSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
23E of the Securities Act of 1934, as amended. These statements relate to the
Company's expectations regarding future events or future financial performance.
Any statements contained in this report that are not statements of historical
fact may be deemed forward-looking statements. In some cases, forward-looking
statements can be identified by terminology such as "may," "will," "should,"
"expect," "plan," "anticipate," "intend", "believe," "estimate," "predict,"
"potential" or "continue," or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither the
Company, nor any other entity, assumes responsibility for the accuracy and
completeness of the forward-looking statements. The Company is under no
obligation to update any of the forward-looking statements after the filing of
this Form 10-QSB to conform such statements to actual results or to changes in
the Company's expectations.

The following discussion should be read in conjunction with the Company's
condensed consolidated financial statements, related notes and the other
financial information appearing elsewhere in this Form 10-QSB. Readers are also
urged to carefully review and consider the various disclosures made by the
Company, which attempt to advise interested parties of the factors which affect
the Company's business, including without limitation, the disclosures made under
the caption "Certain Factors That May Affect Future Performance."


                                      -23-
<PAGE>

       As an aid to reviewing the Company's results of operations for the three
and nine months ended September 30, 2002 and 2001, the following table sets
forth the financial information as a percentage of net sales and the percentage
change from the comparable period in 2001.The Battery Company results are
included as if the Company had owned the Battery Company for the reported
periods.

<TABLE>
<CAPTION>
                                                      Three Months                            Nine Months
                                                   Ended September 30,                    Ended September 30,
                                                   -------------------      Percent       -------------------      Percent
                                                    2002         2001       Change         2002         2001       Change
                                                    ----         ----                      ----         ----       ------
<S>                                                <C>          <C>         <C>           <C>          <C>         <C>
Net sales.................................          100.0  %     100.0  %   (13.9)         100.0  %     100.0  %    (9.7)
Cost of goods sold........................           98.4         92.2       (8.0)         128.1        131.6      (12.0)
                                                   ------       ------                    ------       ------
   Gross profit (loss)....................            1.6          7.8      (82.6)         (28.1)       (31.6)     (19.6)
Operating expenses........................
   Research and development...............           19.9         22.6      (24.1)          17.2         17.5        11.3
   Management fee to related party........           40.6          0.0        *             27.7          0.0         *
   Selling, general and administrative....          217.0         42.4      340.5          185.4         74.6       124.6
                                                   ------       ------                     -----       ------
   Total operating expenses...............          277.5         65.0      267.3          230.3         92.1       125.9
                                                   ------       ------                     -----       ------
Loss from operations......................         (275.9)       (57.2)     315.3         (258.4)      (123.7)       88.7
Other income, (expense) net...............          (13.1)         1.0        *             (6.1)         6.0      (191.9)
                                                   -------      ------                     ------      ------
Loss before income tax....................         (289.0)       (56.2)     342.9         (264.5)      (117.7)      103.1
Income tax................................            0.0          0.0        *              0.1          0.1       (50.0)
                                                   -------      ------                     -----       ------
Net loss before minority interest.........         (289.0)       (56.2)     342.9          264.6       (117.8)      103.1
Minority interest in net loss.............           23.8          0.0        *             13.4          0.0         *
                                                   -------       -----                     -----       ------
Net loss after minority interest share....         (265.2) %     (56.2) %   306.5         (251.2) %    (117.8) %     92.7
                                                   ======= =     ====== =                ======== =    =======
</TABLE>
* Not applicable

Results of Operations

       Net Sales. The Company's net sales decreased 13.9% to $0.8 million for
the three months ended September 30, 2002 from $0.9 million for the three months
ended September 30, 2001. For the nine months ended September 30, 2002 net sales
decreased 9.7% to $2.6 million from $2.9 million for the nine months ended
September 30, 2001. Sales for the three months ended September 30, 2002
consisted of $0.6 million from contract engineering and $0.2 million from
prototype and products sales. Sales for the three months ended September 30,
2001 consisted of $0.7 million for contract engineering and $0.2 million from
prototype and product sales arising from engineering contracts. Sales for the
nine months ended September 30, 2002 consisted of $1.7 million for contract
engineering and $0.9 million for product sales. This compares to the nine months
ended September 30, 2001 where sales consisted of $2.3 million in contract
engineering and $0.6 million in product sales. In 2002, the Company has embarked
on an effort to de-emphasize contract engineering services and focus on
developing products associated with its set-top box designs. The Company's
set-top box, interactive iTV devices are currently being targeted at the
hospital and lodging markets.


                                      -24-
<PAGE>

       Gross Profit (Loss) The Company recorded a small gross profit of $12,000
for the three months ended September 30, 2002 as compared to a gross profit of
$0.1 million for the three months ended September 30, 2001. For the nine months
ended September 30, 2002, the Company reported a negative gross profit of $0.7
million compared to a negative gross profit of $0.9 million for the nine months
September 30, 2001. The Company's insignificant or negative gross profit for the
three and nine months ended September 30, 2002 was the result of engineering
costs being charged to projects that exceeded recognized revenue for the
project. This situation can be caused by a number of factors such as under
pricing of the project, inefficiency of the engineers, and difficulties
encountered in the project.

       Research and Development Expenses. Research and development expenses were
approximately the same for the three and nine months ended September 30, 2002
and September 30, 2001. Subject to available capital it is anticipated that
research and development costs will increase in subsequent quarters as the
Company focuses on developing new products. Some of these increases in costs
will be an allocation from cost of sales to research and development as the
Company de-emphasizes contract engineering.

       Selling, General and Administrative Expenses including Management Fee to
a Related Party: Selling, general and administrative expenses increased to $1.6
million in the three months ended September 30, 2002, from $0.4 million in the
three months ended September 30, 2001. The increase in these expenses was the
result of $0.5 million incurred in the Company's 51% owned subsidiary, EnerLook
Healthcare Solutions, Inc., $0.1 million in stock compensation costs, $0.2
million of severance costs and $0.4 million of expenses incurred in the Battery
Company. The Battery Company expenses are included in both the three month and
nine month periods ended September 30, 2002 and 2001 as if the Company had owned
the Battery Company for the entire reported period. Management fee from a
related party was $0.3 million or the three months ended September 30, 2002 and
zero for the three months ended September 30, 2001. For the nine months ended
September 30,2002 selling, general and administrative expenses increased to $4.8
million from $2.1 million for the nine months ended September 30, 2002. The
increase in expenses was primary the result of $0.7 million incurred in the
Company's 51% owned subsidiary, EnerLook Healthcare Solutions, Inc., $0.2
million in stock compensation costs, $1.3 million incurred in the Battery
Company and $0.5 million in severance cost that resulted in incremental costs
compared to the previous year. Management fee from a related party was $0.7
million for the nine months ended September 30, 2002 compared to zero the
previous year.

LIQUIDITY AND CAPITAL RESOURCES

        The Company's working capital as of December 31, 2001 was a deficit of
$0.9 million and as September 30, 2002 the Company's working capital was a
deficit of $13.9 million. However, $12.3 million of current liabilities were to
related parties or to the Company's major stockholder. Excluding these
liabilities the Company's working capital was a negative $1.6 million.
Therefore, excluding these liabilities, during the period from December 31, 2001
through September 30, 2002, the Company's working capital decreased by $0.7
million. This decrease in working capital was primarily a result of an increase
in accounts payable and


                                      -25-
<PAGE>

accrued expenses of $1.4 million, an increase in deferred revenue of $0.4
million, offset by an increase in other current assets, excluding cash, of $0.1
million and an increase in cash of $1.0 million. The Company's cash position as
of September 30, 2002 was $1.5 million compared to a cash position of $0.4
million as of December 31, 2001. The Company's cash position of $1.5 million as
of September 30, 2002 includes $0.5 million of cash that is held by the
Company's 51% owned subsidiary, EnerLook Healthcare Solutions, Inc. and $0.9
million held by the Company's wholly owned subsidiary Ener1 Battery Company. The
cash in these subsidiaries are to be used for the operations of these
subsidiaries. EnerLook Healthcare Solutions Inc's operation used cash of $1.1
million for the nine months ended September 30, 2002 and this subsidiary's
operations will continue to use cash for the foreseeable future. The Battery
Company subsidiary had cash of $0.9 million and $0.1in the Digital Media
division.

       The Company has transitioned its business from being primarily a data
communications products manufacturer to being a provider of software and system
solutions-based services. The Company has implemented efforts to bring its
expense structure in line with the reduced levels of revenue being achieved. The
Company's historical sales results and its current backlog do not give the
Company sufficient basis and visibility or predictability to indicate that the
required higher sales levels might be achieved. The Company's future success
will depend on the Company increasing its revenues and reducing its expenses to
enable the Company to match more closely its revenue expectations. The change in
strategy to also focus on developing new products is required to obtain the
necessary increase in sales. This change will require the Company to have
additional working capital to finance receivables and inventory. The Company
will require additional capital for its core business and to support the
development stage activities of the newly acquired Battery business and the
continued development of Ener1 Healthcare Solutions, Inc. There can be no
assurance that any such required capital will be available on terms acceptable
to the Company, if at all, at such time or times as required by the Company. The
Company has been funded for the last nine months by its parent company, Ener1
Group, Inc. On January 3, 2002, the Company completed a transaction with Ener1
Group, Inc., which resulted in additional capital of $1,000,000. Ener1 Group,
Inc. has made $1,481,000 of additional cash advances from January 3, 2002 to
September 30, 2002, and a unsecured loan of $200,000, which does not mitigate
the requirement that the Company must achieve positive cash flows in the near
term and seek additional capital. It is anticipated that the Company will
experience a significant net loss in the fourth quarter of 2002.

       The Company has recently decided to increase its efforts in developing
product around the set-top box and interactive TV market place. On April 8, 2002
the Company announced that it was developing a software product named truNetTV,
which makes it possible for users of interactive TV-based systems in hotels and
hospital to gain access to mainstream PC and Server applications directly from
their television sets. The Company will also continue to market its own set- top
box. These initiatives will require substantial capital.

         The Company and Ener1 Group, Inc. ("Ener1") entered into a Securities
Purchase Agreement, (the "Agreement") whereby Ener1, on January 3, 2002 (the
"Initial Closing"), acquired a controlling interest in the Company. Under the
Agreement, Ener1 agreed to purchase 47,126,416 shares of the Company's common
stock, at a price of $.0254634 per share, for an


                                      -26-
<PAGE>

aggregate purchase price of $1.2 million (the "Original Purchase Price"). The
shares purchased by Ener1 represent 80% of the issued and outstanding capital
stock of the Company. At the Initial Closing, the Company issued 12,500,001
shares of the Company's common stock (the "Initial Shares") to Ener1,
representing a majority of the issued and outstanding common stock of the
Company on that date. The remaining 34,626,415 shares of the Company's common
stock (the "Remaining Shares") were issued by the Company to Ener1 upon (1) the
automatic conversion of a convertible promissory note in the principal amount of
$481,785 (the "Convertible Note") into 18,917,597 shares of the Company's common
stock and (2) the release from escrow of 15,708,821 shares of the Company's
common stock, each such event took place upon the approval by the Company's
shareholders of an increase in the number of authorized shares of common stock
sufficient for the issuance of the Remaining Shares which occurred on March 11,
2002.

       On February 22, 2002, the Original Purchase Price was reduced by $200,000
to $1,000,000 (the "Adjusted Purchase Price") under the terms of the Securities
Purchase Agreement because the Company did not meet certain stockholder equity
targets for December 31, 2001. The $200,000, by which the Original Purchase
Price was reduced, was loaned to the Company by Ener1 and is payable to Ener1 on
February 21, 2003.

       On March 11, 2002, the Company amended its Articles of Incorporation to
increase the number of authorized shares of common stock to provide for the
issuance of the Remaining Shares, and the Remaining Shares were issued on March
15, 2002 (the "Subsequent Issuance Date").

       Of the Adjusted Purchase Price, $680,000 was paid to the Company at the
Initial Closing in consideration of the Initial Shares and the Convertible Note,
and $200,000 was paid to the Company out of escrow on the Subsequent Issuance
Date. $120,000 of the Adjusted Purchase Price was in escrow as a holdback of
part of the Adjusted Purchase Price for any breach by the Company of any of its
representations, warranties or covenants made in the Securities Purchase
Agreement. On April 10, 2002 the Company received from Escrow the $120,000 that
was being held back.

       On February 21, 2002 the Company incorporated EnerLook Health Care
Solutions, Inc. ("EnerLook"). EnerLook is 51% owned by the Company and 49% owned
by EDLook, LLC. EDLook, LLC committed to contribute $1.6 million for its 49%
contribution, of which $0.8 million was received as of March 21, 2002 and $0.8
million was received on April 24, 2002. The details of the shareholder agreement
have been finalized and was included as an exhibit to the June 30, 2002 10-QSB
filing. The Company's capital contribution will be limited but will offer
instead its management assistance to develop a business plan and to manage the
early stages of a business that has been established to pursue the delivery of
services for those customers who use the Company's set-top box. The Company is
also contributing its technology expertise to the joint venture. The capital
raised for this new business is restricted to the new business opportunity and
cannot be used to fund the current business. As of March 31, 2002, the capital
contributed by EDLook, LLC was $0.8 million; therefore, at this date the Company
had a


                                      -27-
<PAGE>

67.5% interest in this subsidiary, which was reduced to 51% on April 10, 2002
when the additional $0.8 million was received. It is anticipated that this joint
venture will required additional funding in the future to fully execute its
business plan.

        The Company regularly evaluates acquisitions of businesses, technologies
or products complementary to the Company's business. In the event that the
Company pursues one or more acquisitions, the Company's limited cash balances
may be utilized to finance such acquisitions and additional sources of liquidity
such as debt or equity financing will in all likelihood be required for such
acquisitions or to meet working capital needs. There can be no assurance that
additional capital beyond the amounts forecasted by the Company will not be
required or that any such required capital will be available on terms acceptable
to the Company, if at all, at such time or times as required by the Company.

Commitments and Critical Accounting Policies

The Company has no significant commitments as of September 30, 2002.

           The accounting principles applied by the Company for which acceptable
alternative principles are available is the use of APB 25 compared to SFAS 123,
related to recording employee stock compensation. The Company continues to apply
the intrinsic method of measuring employee stock compensation under APB 25 and
disclose the effects of measuring the compensation using the fair value method
prescribed in SFAS 123 which is consistent with the treatment employed by most
public companies.

           Revenue from engineering services contracts is recognized as the work
is performed. Contracts are generally either time-and-materials or fixed-price
in nature. With time-and-materials type contracts, revenue is calculated by
multiplying the number of hours worked times the contractually agreed upon rate
per hour. With fixed-price type contracts, revenue is calculated by applying the
percentage of completion method. The Company did have a significant amount of
work under a fixed price contract as of September 30, 2002. The nature of
consulting work for software and hardware development projects can cause
difficulties in estimating the cost of completion on fixed cost contracts.
Contracts generally allow for modification of the number of hours or the stated
deliverables via change-orders based upon the actual work required to complete a
project and upon agreement between the Company and its customer(s). The Company
records a loss in the current period during which a loss on a project appears
probable. The amount of such loss is the reasonably estimated loss on the entire
project and is recorded immediately upon determination that the loss is
probable. Revenue from product licensing or software royalties is recognized as
earned pursuant to the terms of the related contracts, which generally occurs
when the Company ships equipment in conjunction with such license or software.
Amounts received but unearned as of September 30, 2002 are recorded as deferred
revenue.


                                      -28-
<PAGE>

Item 3.  Controls and Procedures

Evaluation of disclosure controls and procedures

       Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Financial Officer. Based
upon that evaluation, they concluded that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

Changes in internal controls

       There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls since the most
recent evaluation of such controls.

Certain Factors That May Affect Future Performance

       In addition to the other information in this Form 10-QSB, readers should
consider carefully the following factors that may affect the future performance
of the Company.

Lack of Liquidity, Capital Resource Difficulties and History of Operating
Losses:

       The Company has incurred substantial operating losses in 1997, 1998,
1999, 2000, 2001. Although cash and cash equivalents were $1.5 million as of
September 30, 2002, the Company's net cash used in operating activities was $4.0
million for the nine months ended September 30, 2002. Also of the $1.5 million
included in cash and cash equivalents as of September 30, 2002, $0.5 million is
reserved for EnerLook Health Care Solutions operations. The Company's working
capital was a deficit of $13.9 million as of September 30, 2002. Furthermore, it
is likely with the acquisition of the Battery Company that the Company's
operations will continue to consume cash in the foreseeable future. An
unfavorable outcome of the legal contingencies would also have an adverse affect
on the Company's cash flow. Such conditions give rise to substantial doubt that
the Company will be able to continue as a going concern.

       The Company will continue to use its best efforts to reduce costs to
match forecasted revenues. The alignment of sales and expenses is the key to
cash flow and to preserving the Company's limited cash resources. As the Company
moves back into the products business, substantial capital may be required to
support working capital needs. The Company uses its best efforts to secure
partial advance payments on product orders. As is customary in the engineering
service business, the Company will pursue advance payment on engineering service
contracts to further reduce the working capital requirements for carrying
accounts receivables.


                                      -29-
<PAGE>

The acquisition of the Battery Company, which is a development stage Company,
will also require additional cash resources, along with EnerLook Healthcare
Solutions, Inc.

Transition of the Company: Unproven Business Plan and Limited Experience

       The Company embarked upon a plan in early 2000 to transition from being
primarily a data communication products manufacturer to a focus on providing
engineering services. Currently, the Company has very limited experience
providing these services, and there can be no assurances that the Company will
succeed in implementing its as-yet unproven business plan. Risks associated with
this transition include:

  a. the existence of a limited number of network operators and information
appliance manufacturers that have deployed products and services using the
Company's technology;
  b. potential delays in deploying high-speed networks and internet-enhanced
services and applications by the Company's customers;
  c. an unproven business model, which depends on revenues from engineering
services and royalty fees paid by information appliance manufacturers and
network operators;
  d. potential inability of the Company to expand its engineering and design
staff, increase its sales or marketing activities, and invest in its
technological infrastructure; and
  e. the Company's severely distressed financial condition including limited
liquidity and capital resources.

Uncertainty in Development of an Evolving Industry

       The market for intelligent computing devices is emerging and the
potential size of this market and the timing of its development are not known.
As a result, the profitability of the Company is uncertain and anticipated
revenues may not materialize. The Company is dependent upon the broad acceptance
by business and consumers of a wide variety of intelligent computing devices,
which depend on many factors, including:

      a.  the development of content and applications for intelligent computing
          devices;
      b.  the willingness of large numbers of businesses and consumers to use
          devices such as handheld and palm-size PC's and handheld industrial
          data collectors to perform functions currently carried out manually or
          by traditional PC's, including inputting and sharing data,
          communicating among users and connecting to the Internet; and
      c.  the evolution of industry standards that facilitate the distribution
          of content over the Internet to these devices via wired and wireless
          telecommunications systems, satellite, or cable.

       There can be no assurances that the Company will succeed in achieving its
goals, and its failure to do so would have a material adverse effect on its
business, prospects, financial condition and operating results and the Company's
ability to continue as a going concern.


                                      -30-
<PAGE>

Software Development and Services Market: Low Barriers to Entry

       The market for software development and services is becoming increasingly
competitive. Increased competition may result in price reductions, lower gross
margins, and loss of market share, which would harm the Company's planned
business. The Company faces competition from:

      a.  current and potential customers' internal research and development
          departments that may seek to develop their own proprietary solutions;
      b.  large professional engineering services firms that may enter the
          market;
      c.  established intelligent computing device software and tools
          manufacturers; and
      d.  small and medium-sized engineering service companies.

       As the Company assists other companies in developing new products,
particularly products focused on specific industries, they may begin competing
with companies in sectors that have not been identified above. It is also
possible that new competitors will enter the market or that existing competitors
will form alliances that may enable them to rapidly increase their market share.
The barriers to entering the market as software developer or hardware design
consultant for intelligent computing devices are low. New market entrants may
have lower overhead than the Company and therefore be able to offer advantageous
pricing. The Company expects that competition will increase as other established
and emerging companies enter the intelligent computing device market and as new
products and technologies are introduced.

Rapid Pace of Technological Change: Effect On New and Existing Products and
Services

       The markets for the Company's products and services are characterized by
rapidly changing technology, evolving industry standards, and short product life
cycles. The Company's success depends upon its ability to enhance its existing
products and services and to introduce new products and services with features
that meet changing end-user requirements. The Information Technology ("IT")
sector in which the Company offers outsourcing and other services is
characterized by rapidly changing technology with continuous improvements in
both computer hardware and software and rapid obsolescence of current systems.
The Company's success will depend in part on its ability to develop solutions
that keep pace with continuing changes in information technology, evolving
industry standards and changing client preferences. Additionally, there can be
no assurance that the Company will be successful in identifying new markets, in
developing and marketing new products and services, or in enhancing its existing
products and services, either internally or through strategic relationships with
third parties. The Company's business would be adversely affected if the Company
were to incur delays in developing new, or enhancing existing, products and
services, due to delays in obtaining any required regulatory approvals for its
products or if any such new products or enhancements did not gain market
acceptance. In addition, there can be no assurance that products or technologies
developed by others will not render the Company's products or technologies
noncompetitive or obsolete.


                                      -31-
<PAGE>

Potential Significant Fluctuations in Quarterly Results: Effect on Company Stock
Price

       The Company's quarterly operating results have varied significantly, and
continue to vary significantly, depending on a number of factors, some of which
could adversely affect the Company's operating results and the trading price of
the Company's common stock in the future. These factors include the level of
demand for the Company's products and services, competition, competitive pricing
pressures, and the timing of engineering contracts and completion of the
contracts per the specified terms. There can be no assurance that the Company
will be able to achieve growth in revenue or return to profitability on a
quarterly or annual basis. The Company's expense levels are based, in part, on
its expectations as to future revenue. If sales and revenue levels are below
expectations, operating results will continue to be adversely affected, which
will likely have an adverse effect on the trading price of the Company's common
stock.

Effect of Potential Acquisitions on Operations, Products, Services, and
Personnel

       The Company may from time to time determine to pursue the acquisition of
other companies, assets, technologies, or product lines that would complement or
expand its existing business. Certain of these acquisitions may involve
businesses in which the Company lacks experience. Acquisitions involve a number
of risks that could adversely affect the Company's operating results, including
the diversion of management's attention, the assimilation of the operations,
products and personnel of the acquired companies, the amortization of acquired
intangible assets and the potential loss of key employees of the acquired
companies. There can be no assurance that the Company will be able to identify
businesses that would complement or expand its existing business or such
acquisitions; finance any such acquisitions; manage one or more acquisitions
successfully; or integrate the operations, products, or personnel gained through
such acquisition without a material adverse impact on the Company's business,
financial condition, and results of operations, particularly in the quarters
immediately following such acquisitions.

Effects of Increasing Competition

       The Company has entered into new markets such as Batteries and the
Internet TV appliance industry. These markets are characterized by competition
from a number of well-established companies, most of which have greater
financial, technical, product development, manufacturing and marketing resources
and experience than that of the Company. Further, the markets for the Company's
products and services are increasingly competitive, resulting in increasing
pricing pressures. The Company believes that its ability to compete depends on a
number of factors, including price, quality and reliability, availability,
credit terms, name recognition, delivery time, and post-sale service and
support. There can be no assurance that the Company will be able to continue to
compete successfully with respect to these factors. A variety of companies
currently offer products and services that compete directly with the Company's
products and services. These competitors could introduce additional products and
services that are superior to the Company's, or that achieve greater market
acceptance. The introduction of lower priced competitive products and services
or significant price reductions by the Company's competitors would result in
price reductions in the Company's products and services that could have a
material adverse effect on the Company's operating results.


                                      -32-
<PAGE>

Proprietary Rights: Dependence on Software Licenses

       The Company receives from time to time, and may receive in the future,
communications from third parties asserting intellectual property rights
relating to the Company's products (which include services) and technologies.
There can be no assurance that in the future the Company will be able to obtain
licenses of any intellectual property rights owned by third parties with respect
to the Company's products or that any such licenses can be obtained on terms
favorable to the Company. If the Company is unable to obtain licenses of
protected technology, it could be prohibited from developing and marketing
products incorporating that technology. The Company could also incur substantial
costs in redesigning its products or in defending any legal action taken against
it. Should the Company be found to infringe the proprietary rights of others,
the Company could be required to pay damages to the infringed party, which could
have a material adverse effect on the Company's operating results. In certain of
its products, the Company includes software licensed from third parties. The
Company's operating results could be adversely affected by a number of factors
relating to this third party software, including lack of market acceptance,
failure by the licensors to promote or support the software, delays in shipment
of the Company's products as a result of delays in the introduction of licensed
software or errors in the licensed software, or excess customer support costs or
product returns experienced by the Company due to errors in the licensed
software. Moreover, any impairment or termination of the Company's relationship
with any licensors of third party software could have a material adverse effect
on the Company's operating results.

Volatility of Stock Price

       The price of the Company's Common Stock historically has been volatile
due to fluctuations in operating results and other factors relating to the
Company's operations, the market's changing expectations for the Company's
growth, overall equity market conditions relating to the market for technology
stocks, and other factors unrelated to the Company's operations, including
announcements by or relating to the Company's competitors. Such fluctuations are
expected to continue. In addition, stock markets have experienced more price
volatility in recent years. This volatility has had a substantial effect on the
market prices of securities issued by many technology companies, often for
reasons unrelated to the operating performance of the specific companies.
Investors should be aware that trading in the Company's stock through market
makers and quotation on the OTC Bulletin Board entails risk. Due in part to the
decreased trading price of our stock, the trading price of the stock may change
quickly, and market makers may not be able to execute trades as quickly as when
the stock was listed on the Nasdaq National Market. Investors are urged to
contact their broker with any further questions about executing trades.

Status of Company Common Stock Listing on Nasdaq National Market

       Stock traded on the Nasdaq National Market must meet certain listing
requirements, including requirements with respect to a Company's net tangible
assets, the bid price of its stock and the market value of its public float. As
previously announced, the Company received a


                                      -33-
<PAGE>

Nasdaq Staff Determination on June 26, 2001, indicating that the Company did not
meet the net tangible assets requirement for continued listing, and that its
stock was, therefore, subject to delisting from the Nasdaq National Market.
Nasdaq also advised the Company that the Company was not in compliance with the
$1 minimum bid requirement and the minimum market value requirement with respect
to its public float. The Company requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination, which was held on August
16, 2001. The Company received notice on October 25, 2001 that the Company's
shares would be delisted effective the next day. As of October 26, 2001, the
Company's shares were quoted on the OTC Bulletin Board under the ticker symbol
INPM. The OTC Bulletin Board is a regulated quotation service that displays
real-time quotes, last-sale prices and volume information in over-the counter
(OTC) equity securities. OTC Bulletin Board securities are traded by a community
of registered market makers that enter quotes and trade reports. On October 28,
2002, the Company's ticker symbol changed to ENEI because of the name change
from Inprimis, Inc, to Ener1, Inc.

Dependence on Key Personnel

       The future growth and success of the Company also depends in part on its
ability to attract and retain skilled employees. In light of the Company's
overall financial condition, it may be difficult to implement compensation
packages sufficient to attract and retain such skilled employees. All four of
the Company's executive officers have formal employment contracts.

 Acquisition of the Battery business:

       The Company on September 6, 2002 acquired the development stage battery
business of its 80% stockholder, Ener1 Group, Inc. In connection with the
transaction, Ener1 Group, Inc. plans to provide the battery company with funding
of $4.7 million for the development of its battery related business. Despite the
potential $4.7 million capital infusion, additional financing will be required
in order to implement the business plans of both companies and no commitments
for such additional financing have been received.



                                      -34-
<PAGE>

PART II.

                          ENER1, INC. AND SUBSIDIARIES
                                OTHER INFORMATION

Item 1.       Legal Proceedings

              Ed Will, the Company's former President and Chief Executive
Officer, has filed a lawsuit in the circuit court of the 15th judicial circuit,
in and for Palm Beach County, Florida claiming monies that are due under his
employment agreement for severance and other compensation. It is too early in
the process to determine the outcome of this lawsuit and it is unlikely to have
a material impact on the Company's financial result, but could affect its cash
flow.

Items 2-3.

              Not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders


Item 5.       Other Information:

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a)   Exhibits

                    99.1   Certification, Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

                    99.2   Certification, Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

                    99.3   Certification, Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

              (b)   Reports on Form 8-K

              On September 6, 2002, Ener1, Inc. (the "Registrant") reported the
execution of a merger agreement and ancillary documents implementing the
acquisition of 100% of the outstanding capital stock of Ener1 Battery Company
from the Registrant's parent, Ener1 Group, Inc. As a result of the merger, Ener1
Battery Company became a wholly owned subsidiary of the Registrant, Ener1
Group's ownership of the registrant increased to approximately 96% of fully
diluted common share equivalents, after giving effect to exercise of all
warrants and options and mandatory conversion of the registrant's new Series A
Convertible Preferred Stock.


                                      -35-
<PAGE>

              Ener1 Battery Company, the company acquired by the registrant in
the merger, is in the business of developing, marketing and producing lithium
ion and other lithium technology batteries for use in military, industrial and
consumer applications. The registrant intends to continue the use of the
acquired assets for such purposes.

              On October 23, 2002, Ener1, Inc. (the "Company") reported the
Articles of Incorporation were amended to change the Company's name to Ener1,
Inc. from Inprimis, Inc. The new trading symbol for the Company's common stock
is "ENEI". In addition, the Company's Articles of Incorporation were further
amended to increase its authorized common stock to 500,000,000 shares. As a
result of such amendment 4,010,000 shares of the Company's Class A Preferred
Stock were converted, according to their terms, into an aggregate of 200,500,000
shares of common stock. Based upon the conversion of the preferred stock, the
Company currently has outstanding 309,447,020 shares of common stock.



                                      -36-
<PAGE>

                          ENER1, INC. AND SUBSIDIARIES

                                   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 of the
undersigned thereunto duly authorized.

                                           ENER1, INC.

Dated:  November 18, 2002                  By: /s/ Larry L. Light
                                               ------------------
                                           Larry L. Light
                                           Acting Chief Executive Officer
                                           (Principal Executive Officer)




Dated:  November 18, 2002                  By: /s/ R. Michael Brewer
                                               ---------------------
                                           R. Michael Brewer
                                           Senior Vice President of Finance and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)



                                      -37-
<PAGE>

                                  Exhibit 99.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officers of Inprimis, Inc., Florida corporation (the "Company"),
does hereby certify, to the best of such officer's knowledge and belief, that:

(1)  The Quarterly Report on Form 10-QSB for the quarter ended September 30,
     2002 (the "Form 10-QSB") of the Company fully complies with the
     requirements of section 13(a) or 15(d) of the Securities Exchange Act of
     1934; and

(2)  The information contained in the Form 10-QSB fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.

Dated:  November 18, 2002                        /s/ Larry L. Light
                                                 ------------------------------
                                                 Larry L. Light
                                                 Acting Chief Executive Officer

Dated:  November 18, 2002                        /s/ R. Michael Brewer
                                                 ------------------------------
                                                 R. Michael Brewer
                                                 Chief Financial Officer



                                      -1-
<PAGE>

                                  Exhibit 99.2

                      CHIEF EXECUTIVE OFFICER CERTIFICATION

        I, Larry L. Light, Chief Executive Officer of Ener1, Inc., certify that:
           --------------

1.      I have reviewed this Annual Report on Form 10-Q of Ener1, Inc. (the
        "Registrant");

2.      Based on my knowledge, this Quarterly 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 Quarterly Report.

3.      Based on my knowledge, the financial statements, and other financial
        information included in this Quarterly 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 Quarterly Report;

4.      The Registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
        have:

        a)      designed such disclosure controls and procedures to ensure that
                material information relating to the Registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                Quarterly Report is being prepared;

        b)      evaluated the effectiveness of the Registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this Quarterly Report (the "Evaluation Date");
                and

        c)      presented in this Quarterly Report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.      The Registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the Registrant's auditors and the
        audit committee of Registrant's board of directors (or persons
        performing the equivalent functions):

        a)      all significant deficiencies in the design or operation of
                internal controls which could adversely effect the Registrant's
                ability to record, process, summarize and report financial data
                and have identified for the Registrant's auditors any material
                weaknesses in internal controls; and


                                      -1-
<PAGE>

        b)      any fraud, whether or not material, that involves management or
                other employees who have a significant role in the Registrant's
                internal controls; and

6.      The Registrant's other certifying officers and I have indicated in this
        Quarterly Report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.

Date:  November 18, 2002                  /s/ _____________________
                                          Larry L. Light
                                          -------------------------
                                          Chief Executive Officer
                                          (Principal Executive Officer)



                                      -2-
<PAGE>

                                  Exhibit 99.3

                      CHIEF FINANCIAL OFFICER CERTIFICATION

     I, R. Michael Brewer, Chief Financial Officer of Ener1, Inc., certify that:
        -----------------

1.   I have reviewed this Annual Report on Form 10-Q of Ener1, Inc. (the
     "Registrant");

2.   Based on my knowledge, this Quarterly 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 Quarterly Report.

3.   Based on my knowledge, the financial statements, and other financial
     information included in this Quarterly 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
     Quarterly Report;

4.   The Registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this Quarterly
          Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely effect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and


                                      -1-
<PAGE>

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and

6.   The Registrant's other certifying officers and I have indicated in this
     Quarterly Report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  November 18, 2002           /s/______________________
                                   R. Michael Brewer
                                   ----------------------
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



                                      -2-