# UNITED STATES SECURITIES AND
EXCHANGE COMMISSION WASHINGTON, D.C. 20549

_________________

# Form 10-KSB/A (Amendment No. 1)

_________________

| | [X] | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ------------------------------------------------------------------------------------

For The Fiscal Year
Ended December 31, 2004

| | [  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
| | ---- | ----------------------------------------------------------------------------------------

For The Transition
Period From ____________ to ____________

Commission File Number
0-21138

Ener1, Inc. Exact name of
registrant as specified in its charter)

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

500 West Cypress Creek
Road-Suite 100Ft. Lauderdale,
Florida 33309 (954) 556-4020(Address,
including zip code, and telephone number, including area code, of principal executive
offices)

Securities registered
pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to
Section 12(g) of the Act:

COMMON STOCK, par value $0.01 per share
(title of class)

Indicate by check mark whether the
issuer (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 issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes |X| No [  ]

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of the issuers knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [  ]

The issuers revenue for its
fiscal year ended December 31, 2004 was $41,800.

The aggregate market value of voting
stock held by non-affiliates (37,524,867 shares) as of March 28, 2005: $24,391,164 based
on the $.65 closing bid price for the common stock quoted on the OTC Bulletin Board on
such date.

Shares of Common Stock outstanding as
of March 24, 2005: 347,455,751 shares.

Transitional Small
Business Disclosure Format: Yes |  | No |X|

# EXPLANATORY NOTE

This Amendment No. 1 to the Ener1,
Inc. (the Company) Annual Report on Form 10-KSB/A for the year ended December
31, 2004, is being filed in order to include disclosure regarding one additional former
executive in Item 10 and Item 11, to include additional disclosure in item 11 describing
the Companys equity compensation plans and in Item 12 regarding transactions between
the Company and its stockholders that beneficially own more than 5% of the Companys
voting securities and to correct certain inadvertent errors in Items 12 and 13. This
amendment does not reflect any changes to the Companys previously reported financial
results or any other information contained in Part I and Part II the Companys
originally filed 10-KSB.

# INDEX

|         |                                                                | Page
|-------- | -------------------------------------------------------------- | ----
|PART III |                                                                |     
|ITEM 9   | DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT                 | 2   
|ITEM 10  | EXECUTIVE COMPENSATION                                         | 4   
|ITEM 11  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|         | AND RELATED STOCKHOLDER MATTERS                                | 6   
|ITEM 12  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 | 8   
|ITEM 13  | EXHIBITS, LISTS AND REPORTS ON FORM 8-K                        | 11  
|ITEM 14  | PRINCIPAL ACCOUNTING FEES AND SERVICES                         | 14  

1

# PART III

# ITEM 9 DIRECTORS,
OFFICERS AND CONTROL PERSONS

The term of office of each of our
directors will expire at our next shareholders meeting. Our directors and executive
officers as of April 15, 2005 are as follows:

|Name                    | Age | Position
|----------------------- | --- | --------
|Kevin P. Fitzgerald     |     | 48      
|Karl Gruns              |     | 57      
|Mike Zoi                |     | 39      
|Peter Novak             |     | 52      
|Carlos E. Mendez-Penate |     | 53      
|Ronald N. Stewart       |     | 57      
|Randall Paulfus         |     | 58      
|Pankaj Dhingra          |     | 44      

Kevin P. Fitzgerald has been a
director and Chief Executive Officer of Ener1 since September 2003. Prior to joining
Ener1, he was President of Edison Advisors, LLC, an investment banking firm, from 2002 to
2003. From 2000 to 2001, Mr. Fitzgerald was President and Chief Executive Officer of
Globaltron Corp., a public telecommunications company. Mr. Fitzgerald was President and
Chief Executive Officer of Neff Corp., an industrial and construction equipment rental
company, from 1995 to 2000. Mr. Fitzgerald has an undergraduate degree in Electrical
Engineering and a Masters degree in Finance. As an engineer, Mr. Fitzgerald worked for
General Dynamics and Sperry Corporation. Mr. Fitzgerald also worked at Deloitte &
Touche for seven years.

Karl Gruns has been a director
of Ener1 since August 1999. He is a Certified Public Accountant. Since 2001, Mr. Gruns has
owned and operated a management consulting practice in Germany for international clients.
From 1998 to 2001, he was Chief Financial Officer of Infomatec Integrated Information
Systems AG. Previously, Mr. Gruns owned and operated an audit and consulting practice, and
he was formerly with KPMG Certified Public Accountants. He is Chairman of the Board for
sportwetten.de AG, a publicly traded company in Germany.

Mike Zoi has been a director
of Ener1 since February 2002. Since 2001, he has been the President and a director of
Ener1 Group. Since 1991, Mr. Zoi has worked with Dr. Peter Novak, focusing on bringing
advanced electronic technologies to market. In 1998, Mr. Zoi worked with Dr. Novak to form
On Power Battery s.r.l. (subsequently renamed Ener1 s.r.l.), an Italian company developing
a research, development and production facility for advanced, lithium metal batteries in
Italy. For the next three years, Mr. Zoi worked with Dr. Novak to manage the start-up
business operations of Ener1 s.r.l., including negotiations with potential licensees for
the technology, obtaining grant and loan financing for the start-up business, and
relationships with vendors. In 2001, Mr. Zoi and Dr. Novak formed Ener1 Holdings, Inc.
(now Ener1 Group, Inc.).

Dr.           Peter Novak has
been a director of Ener1 since February 2002. Since 2001, he           has been the Chief
Technology Officer and a director of Ener1 Group. Since 1991,           Dr. Novak has
worked with Mike Zoi, focusing on bringing advanced electronic           technologies to
market. In 1998, Dr. Novak worked with Mr. Zoi to form On Power           Battery s.r.l.
(subsequently renamed Ener1 s.r.l.). Dr. Novak has been the           sole
administrator, a position equivalent to president, and sole           director, for
Ener1 s.r.l. Ener1 s.r.l. commenced development of a research,           development and
production facility for advanced lithium metal batteries in           Italy in 1998. For
the next three years, Dr. Novak worked with Mr. Zoi to manage           the start-up
business operations of Ener1 s.r.l. Dr. Novak was, during that           period, and is
now, primarily responsible for technology development. In that           capacity, he
performed and supervised research and development, developed           numerous
technologies for which patent applications are now in process at the           United
States Patent and Trademark office and elsewhere, and also assisted Mr.           Zoi in
the business matters referred to under Mr. Zois background           description
above. In 2001, Dr. Novak and Mr. Zoi formed Ener1 Holdings, Inc.           (now Ener1
Group, Inc.). As Chief Technology Officer of Ener1 Group, he is           responsible for
all technology development, licensing and patent matters. He           also assists in
the management of the business affairs of Ener1 Group.

Ronald N. Stewart serves as
our Executive Vice President, General Counsel and Secretary. He served as one of our
directors from 2002 until April 21, 2005. He has been our General Counsel since April 2002
when he joined Ener1 Group and Ener1. He was also our Chief Executive Officer from May
2003 to September 2003 and our Chief Financial Officer from August 2003 to November 2003.
He is Chief Operating Officer of Ener El Holdings. Prior to joining Ener1 Group and Ener1,
from 1999 to 2002, Mr. Stewart was engaged in private law practice as a sole practitioner
where he counseled clients primarily in mergers and acquisitions, corporate and securities
matters, government and commercial contracts, and technology and software licensing. From
August 1989 to April 1999, Mr. Stewart worked in the Office of General Counsel at ICF
Kaiser International, Inc., an international consulting, engineering and construction
firm, where he was vice president and assistant general counsel.

2

Carlos E. Mendez-Peñate
has been a director of Ener1 since 2005. He is a partner in the law firm of Thompson &
Knight LLP. From 1998 through 2004, he was a partner in the law firm of Coudert Brothers,
LLP. Mr. Peñate is admitted to practice law in New York, Connecticut and Florida.
His practice focuses on representation of multinational and foreign corporations,
partnerships, and investment funds, in all aspects of mergers and acquisitions,
financings, private equity investments, and securities offerings in Latin America and
elsewhere; representation of multinational oil companies in emerging market investments;
and representation of foreign high net worth families and individuals. Mr. Peñate
graduated from the Yale undergraduate and law schools.

Randall Paulfus, our Chief
Financial Officer, joined Ener1 in October 2003. Since 1999, Mr. Paulfus has been, and
continues as, a partner in Tatum CFO Partners, an international partnership of
professional chief financial officers. Prior to joining Ener1, and as a partner with
Tatum, Mr. Paulfus was engaged as Chief Financial Officer or as a consultant with several
companies, including: Mosler, Inc. as Chief Financial Officer during 2000 and 2001; Breed
Technologies, Inc. as a consultant during 1999; and Eaton Corp. as a consultant during
2000. Prior to joining Tatum, Mr. Paulfus served in senior financial management positions
with several publicly traded, high tech, manufacturing and service companies, including as
Chief Financial Officer of Advanced Electronic Support Products, Inc. from 1997 to 1998.
Mr. Paulfus is an inactive CPA, holds a BS in Business Management from Florida Atlantic
University and completed his accounting educational requirements at the University of
Florida Graduate School of Business.

Pankaj Dhingra, President of
our Energy Group, joined Ener1 in December 2004. During the period from 1999 to his
appointment with the Company, Mr. Dhingra worked for Delphi Corporation. He was Assistant
Finance Director, Delphi Energy and Chassis Division from 1999 to 2001 and Business Line
Executive, Energy Management, from 2001 to 2004. From 1993 to 1999, Mr. Dhingra worked for
General Motors Corporation in various financial and management positions, most recently as
Director, Strategic Planning, for that companys international operations.

# Meetings of the Board of
Directors

The
board of directors held three meetings during 2004. Each incumbent director attended at
least 50% of the aggregate of the total number of meetings of the board of directors and
the total number of meetings held by all committees of the board of directors on which he
or she served.

# Committees of the Board
of Directors

The
board of directors has established two standing committees to assist it in discharging its
responsibilities: the Audit Committee and the Governance and Nominating Committee.

The
Audit Committee reviews our accounting functions, operations and management, our financial
reporting process and the adequacy and effectiveness of our internal controls and internal
auditing methods and procedures. The Audit Committee also recommends to the board the
appointment of our independent public accountants. The Audit Committee held four meetings
during 2004.

The
sole member of the Audit Committee of the Board of Directors is Karl Gruns, who is
independent as defined under Rule 4200(a) (15) of the National Association of
Securities Dealers (NASD) Listing Standards for NASDAQ-listed companies.
The Audit Committee is responsible for the appointment, compensation and oversight of the
independent auditors. The Audit Committee also represents the Board in overseeing our
financial reporting processes, and, as part of this responsibility, consults with our
independent auditors and with personnel from our internal audit and financial staffs with
respect to corporate accounting, reporting, and internal control practices. The Board has
also determined that Mr. Gruns meets the SEC criteria of an audit committee
financial expert.

The
Governance and Nominating Committee is responsible for recommending to the full board
candidates for officer positions and vacancies on the board. During 2004, the Governance
and Nominating Committee consisted of our entire board, however the Governance and
Nominating Committee did not meet during 2004.

# Code of Ethics

During
the year ended December 31, 2004, we adopted a Code of Ethics. The code applies to our
officers and directors. The code provides written standards that are reasonably designed
to deter wrongdoing and promote: (1) honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interests between personal and professional
relationships; (2) full, fair, accurate, timely and understandable disclosure in reports
and documents that we file with or submit to the SEC or in other public communications we
make; (3) compliance with applicable laws, rules and regulations; (4) prompt reporting of
internal violations of the code; and (5) accountability for the adherence to the code.

Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our directors, executive officers and holders
of more than 10% of our common stock to file with the Securities and Exchange Commission
reports regarding their ownership and changes in ownership of the common stock. Based
solely upon a review of copies of forms furnished to our company or written
representations from certain reporting persons, certain of our officers and directors and
holders of more than 10% of our common stock have not made required filings pursuant to
Section 16(a) during the year ended December 31, 2004. We have instructed all insiders to
file required reports and such persons have informed our company that they intend to make
the required filings. Section 16(a), however, contains no provisions allowing an insider
to file a late report.

3

# ITEM 10 EXECUTIVE
COMPENSATION

# Summary Compensation
Table

|Name and Principal
Position | Year | Salary | Bonus | Other Annual
Compensation | Restricted
Stock Award(s) | Securities
Underlying
Options | All Other
Compensation
|--------------------------- | ---- | ------ | ----- | ------------------------- | ------------------------- | ----------------------------- | ----------------------
|Kevin Fitzgerald,           |      | 2004   |       | $343,911                  |                           | $550,000                      |                       
|Chief Executive Officer(1)  |      | 2003   |       | $  78,685                 |                           | --                            |                       
|                            |      |        |       |                           |                           |                               |                       
|                            |     
|Pankaj Dhingra,             |      | 2004   |       | $  13,654                 |                           | $  75,000                     |                       
|President, EnerDel,         |     
|Inc.(4)                     |     
|                            |      |        |       |                           |                           |                               |                       
|                            |     
|Ronald Stewart,             |      | 2004   |       | $179,167                  |                           | $  75,000                     |                       
|Executive VP, General,      |      | 2003   |       | $126,000                  |                           | $    4,000                    |                       
|Counsel, Secretary and      |      | 2002   |       | $115,000                  |                           | --                            |                       
|Former Chief Executive      |     
|Officer. (6)                |     
|                            |      |        |       |                           |                           |                               |                       
|                            |     
|Randall Paulfus,            |      | 2004   |       | $145,690                  |                           | $    3,000                    |                       
|Chief Financial Officer(8)  |      | 2003   |       | $  21,125                 |                           | --                            |                       
|                            |     
|Dr. Elena Shembel,          |      | 2004   |       | $170,625                  |                           | $  50,000                     |                       
|Vice President(10)          |      | 2003   |       | $104,388                  |                           | --                            |                       
|                            |      | 2002   |       | $  73,333                 |                           | --                            |                       

| | (1) | Mr.
Fitzgerald joined Ener1 in September 2003 as our Chief Executive Officer and is currently
paid an annual salary               of $350,000.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Amount
represents accrued vacation earned and automobile allowance.
| | --- | -------------------------------------------------------------------

| | (3) | Includes
$108,000, which represents the fair market value as of the date of grant of a stock grant
of 300,000 shares, and payment of $3,605 for accrued and unused vacation.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Mr.
Dhingra joined Ener1 in December of 2004 as President of EnerDel, Inc. His annual salary
is $300,000.
| | --- | ---------------------------------------------------------------------------------------------------------

| | (5) | Mr.
Dhingra was granted 2,000,000 options in EnerDel, Inc. on December 15, 2004.
| | --- | --------------------------------------------------------------------------------

| | (6) | Mr.
Stewart became our Executive Vice President in 2003. He was our Chief Executive Officer
from May 2003 to September 2003 and our Chief Financial Officer from August 2003 to
November 2003. He has been our General Counsel since 2002.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Includes
$21,000, which represents the fair market value as of the date of grant of a stock grant
of 300,000 shares and payment of $10,729 for accrued and unused vacation and a $6,026 car
allowance.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Mr.
Paulfus joined Ener1 in November 2003 as our Chief Financial Officer and is paid an
annual salary of $155,833. In connection with Mr. Paulfus employment, Tatum CFO
Partners was paid $30,167 in 2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Includes
Ener1`s contribution to the executive officer's account under the Ener1 401(k) plan.
| | --- | ---------------------------------------------------------------------------------------------

| | (10) | Ms.
Shembel became our Vice President in July 2003. Prior to that, she was our
               Director of Research and Development. She remains our Vice President, but
as of                October 2004 she is no longer an executive officer.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Includes
$8,675, which represents the fair market value as of the date of grant                of
a stock grant of 28,917 shares.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------

4

The following table sets forth
information with respect to the grant of options to purchase shares of our common stock
during 2004 that were made to the named executive officers.

|                 | Number of
Securities
Underlying
Options Granted | % of Total
Options
Granted
to Employees
in 2004 | Exercise or
Base
Price
($/Share) | Expiration Date
|---------------- | ----------------------------------------------- | ----------------------------------------------- | -------------------------------- | ---------------
|Kevin Fitzgerald |                                                 | 5,159,943                                       |                                  | 51             
|Ronald Stewart   |                                                 | 500,000                                         |                                  | 4              
|                 |                                                 |                                                 |                                  |                
|Elena Shembel    |                                                 | 650,000                                         |                                  | 6              
|Randall Paulfus  |                                                 | --                                              |                                  |                
|Pankaj Dhingra   |                                                 | 1,000,000                                       |                                  | 9              

# Option Exercises and
Year-End Option Values

The following table sets forth
information with respect to the exercise by the named executive officers of options to
purchase shares of our common stock during 2004 and the value of in-the-money options held
by the named executive officers as of December 31, 2004.

# Aggregated Option
Exercises in 2004 and

# 2004-End Option Values

|Name             | Shares
Acquired
on Exercise | Value
Realized | Number of Securities
Underlying Unexercised
Options/ at FY-End (#)
Exercisable/Unexercisable | Value of Unexercised
In-the-Money Options
at FY-End($)
Exercisable/Unexercisable
|---------------- | --------------------------- | -------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------
|Kevin Fitzgerald |                             | --             |                                                                                              | --                                                                              
|Ronald Stewart   |                             | 70,000         |                                                                                              | $68,950                                                                         
|Elena Shembel    |                             | --             |                                                                                              | --                                                                              
|Randall Paulfus  |                             | --             |                                                                                              | --                                                                              
|Pankaj Dhingra   |                             | --             |                                                                                              | --                                                                              

# Employment agreements

We entered into an Employment
Agreement with Kevin P. Fitzgerald to become our Chief Executive Officer, Director and
Chairman of our Board of Directors, effective as of September 8, 2003, for a term lasting
until December 31, 2005, with automatic annual renewals thereafter unless terminated by us
or Mr. Fitzgerald. Under the Employment Agreement, we are obligated to pay Mr. Fitzgerald
a beginning annual salary of $250,000. The Employment Agreement calls for us to make
certain option grants to Mr. Fitzgerald, the terms of which are described in the section
titled Equity Compensation Plan Information. The Employment Agreement also
provides for cash bonuses to Mr. Fitzgerald, including a bonus of $250,000 if the market
capitalization of our company reaches $200,000,000 on rolling 30-day average basis, and an
increase in annual compensation to $350,000 if Mr. Fitzgerald obtains additional financing
for us of $3,000,000 or more. Both of these events have occurred.

On November 5, 2003, we entered into
an employment agreement with Randall Paulfus, our Chief Financial Officer. Mr.
Paulfus base salary under the agreement is $145,833 per year. In addition, Mr.
Paulfus was granted options to purchase up to 200,000 shares of our common stock with
vesting of 66,667 shares a year for the next three years. If we terminate Mr. Paulfus
other than for cause, we will pay severance in an amount of one months
salary during the first three months of employment and two months salary after the
first three months of employment.

In connection with the employment of
Mr. Paulfus, we entered into a Resource Agreement with Tatum CFO Partners, LLP. We agreed
to pay a fee to Tatum CFO Partners of 20% of all amounts paid to Mr. Paulfus for salary or
severance and in the event Mr. Paulfus is paid a bonus, we will pay an additional 30% of
such amount to Tatum.

On December 6, 2004 we entered into
an employment agreement with Pankaj Dhingra, under which Mr. Dhingra serves as President
of our Energy Group (consisting of our subsidiaries, EnerDel, Inc., EnerFuel, Inc. and
NanoEner, Inc.) and President of EnerDel, Inc. Mr. Dhingras employment under the
employment agreement commenced on December 15, 2004 and is for a term of 3 years.

5

Under the agreement, Mr. Dhingra will
receive a base salary of $300,000 per year and be eligible to earn an annual bonus equal
to up to 100% of his base salary, based on the achievement of certain business and
personal performance objectives to be mutually agreed upon by Mr. Dhingra and our board.
On December 15, 2004, Mr. Dhingra became entitled to receive options to purchase 1,000,000
shares of our common stock at an exercise price of $.50 per share, vesting in three equal
annual installments, beginning one year from the option grant, and 2,000,000 shares of the
common stock of our EnerDel, Inc. subsidiary at an exercise price equal to the net book
value per share of EnerDel common stock outstanding at the time of the option grant,
vesting in three equal annual installments beginning one year from the option grant. If
and when the cumulative revenue of our Energy Group reaches $50 million, we will grant to
Mr. Dhingra options to purchase an additional 1,000,000 shares of EnerDel common stock at
an exercise price equal to two times the net book value per share of EnerDel common stock
on December 15, 2004. If Mr. Dhingras employment is terminated without cause by us,
or for good reason (as defined in the employment agreement) by Mr. Dhingra, we
will pay him an amount equal to one years base salary and the pro rata portion of
any annual performance bonus earned as of the termination date. Mr. Dhingra agreed not to
compete with our Energy Division or solicit for employment any of the Energy
Divisions employees during the term of the employment agreement and for one year
following termination of his employment in certain circumstances.

# Compensation of Directors

Directors who are employees of Ener1,
namely, Mr. Fitzgerald and Mr. Stewart, receive salaries from us for their services as our
officers. On January 1, 2003, we issued 50,000 shares of our common stock, $.01 par value,
to Mr. Gruns, as compensation for his services as our director. Mr. Gruns is paid $10,000
per calendar quarter for his services as our outside director, plus $2,500 per quarter for
his services as Chairman and Sole Member of our Audit Committee and specific cash amounts
for his services on specific projects as our Independent Director. He also receives 50,000
options for our common stock each year as part of his directors compensation for
each additional year in which he serves as our director. He received $30,000 and 100,000
options for his services as a director in 2004, $10,000 for his services as Chairman and
Sole Member of the Audit Committee during that period, and $5,000 for his services on
specific projects as our Independent Director, all during 2004. During 2003, Mr. Zoi and
Dr. Novak received annual compensation of $250,000 each and insurance benefits, as well as
annual automobile allowances of $0 and $31,560, respectively. Dr. Novak and Mr. Zoi will
continue to receive this compensation from Ener1 in 2005.

Carlos E. Mendez-Peñate
received 100,000 options (vesting one third per year for each of the next three years)
upon his appointment as director. He is paid $10,000 per quarter for his services as our
outside director and 50,000 additional stock options (beginning December 31, 2005) for
each additional year of services as our outside director.

All directors are reimbursed for
expenses incurred to attend Board and Committee meetings. Other than as described in these
paragraphs, our directors do not receive compensation for their services as directors.

# ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

# Equity Compensation Plan
Information

The following table provides
information regarding common stock authorized for issuance under Ener1s equity
compensation plans as of December 31, 2004:

|Plan Category                 | (a)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights | (b)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights | (c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
|----------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity Compensation Plans     |                                                                                                 |                                                                                 |                                                                                                                                                
|Approved by Security Holders  |                                                                                                 | 5,182,000                                                                       |                                                                                                                                                
|                              |                                                                                                
|Equity Compensation Plans Not |                                                                                                
|Approved by Security Holders  |                                                                                                 | 15,446,659                                                                      |                                                                                                                                                
|                              |                                                                                                
|Total                         |                                                                                                 | 20,628,659                                                                      |                                                                                                                                                

6

Two
of our equity compensation plans have not been approved by our shareholders, the Chief
Executive Officer Option Plan and the Advisory Board Option Plan. The terms of the Chief
Executive Officer Option Plan are set forth in our Employment Agreement dated as of
September 8, 2003 with Kevin Fitzgerald, our Chief Executive Officer. Under this option
plan, on September 8, 2003, we issued to Mr. Fitzgerald an option to purchase 9,716,716
shares of our common stock at an exercise price of $0.30 per share, vesting ratably in
equal amounts on the first day of each month for a period of 36 months, beginning October
1, 2003. Under this option plan, on December 31, 2004, we issued to Mr. Fitzgerald an
option to purchase 5,159,943 shares of our common stock, at an exercise price of $0.97 per
share, vesting ratably in each of the 24 months following December 31, 2004. We also
agreed to grant to Mr. Fitzgerald, on December 31, 2005, an option to purchase a number of
shares equal to 0.5% of our then fully diluted common stock as of that date, at an
exercise price equal to $1 billion divided by the number of our fully diluted shares of
common stock on that date, vesting ratably in each of the 24 months following that date.

Options
to purchase a total of 220,000 shares have been granted in connection with the Advisory
Board Option Plan; no additional shares are reserved for issuance in connection with this
plan. This plan provides for the grant of options to members of our Advisory Board, or to
the entities with whom our Advisory Board members are affiliated. The members of our
Advisory Board provide advice to our executives and Board of Directors regarding industry
matters and company marketing strategy. The terms of these option grants were determined
by our Board of Directors, in their sole discretion, including, without limitation, the
number of shares subject to an option and the applicable exercise price, vesting schedule
and term. Each of the options granted under this plan has a ten year term, vests over a
two year period and an exercise price equal to fair market value of our common stock on
the date of grant.

An
option to purchase of 100,000 shares have been granted in connection with the 2004
Advisory Board Option Plan; no additional shares are reserved for issuance in connection
with this plan. This plan provides for the grant of options to a member of our Advisory
Board. The members of our Advisory Board provide advice to our executives and Board of
Directors regarding industry matters and company marketing strategy. The terms of this
option grant was determined by our Board of Directors, in their sole discretion,
including, without limitation, the number of shares subject to the option and the
applicable exercise price, vesting schedule and term. The option granted under this plan
has a ten year term, vests over a three year period and an exercise price equal to fair
market value of our common stock on the date of grant.

# Security Ownership of
Certain Beneficial Owners and Management

The table below contains information
as of December 31, 2004 about stockholders whom we believe are the beneficial owners of
more than five percent (5%) of our outstanding common stock, as well as information
regarding stock ownership by our directors, our Chief Executive Officer, our other four
most highly compensated executive officers (our named executive officers) and
our directors and named executive officers as a group. Except as described below, we know
of no person that beneficially owns more than 5% of our outstanding common stock. As of
December 31, 2004, there were 347,455,751 shares of common stock outstanding. Except as
otherwise noted below, each person or entity named in the following table has the sole
voting and investment power with respect to all shares of our common stock that he, she or
it beneficially owns. Except as otherwise noted below, the address of each person or
entity named in the following table is c/o Ener1, Inc., 500 West Cypress Creek Road, Suite
100, Fort Lauderdale, Florida 33309.

|Name                          | Amount of Beneficial
Ownership | Percent
of Class
|----------------------------- | ------------------------------ | ----------------
|Ener1 Group, Inc.(1)          |                                | 393,356,886     
|Kevin P. Fitzgerald(2)        |                                | 5,860,442       
|Karl Gruns (4)                |                                | 242,000         
|Mike Zoi (3)(5)               |                                | 2,339,438       
|Peter Novak (3)(6)            |                                | 5,257,023       
|Ronald N. Stewart (7)         |                                | 620,000         
|Randall Paulfus (8)           |                                | 66,667          
|Pankaj Dhingra                |                                | *               
|Elena Shembel(9)              |                                | 216,667         
|All officers and directors as |                               
|A group (8 people) (3)        |                                | 14,625,570      

* Less than 1%.

| | (1) | Includes
86,612,293 shares issuable under outstanding warrants exercisable during the 60 day
period following December 31, 2004. Mike Zoi, Dr. Peter Novak and Boris Zingarevich
indirectly beneficially own 24.16%, 24.16% and 51.68%, respectively, of Ener1 Groups
outstanding securities.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes
5,483,442 shares issuable under outstanding options exercisable during the 60 day period
following December 31, 2004.
| | --- | ------------------------------------------------------------------------------------------------------------------------------

| | (3) | The
amount of securities shown does not include any securities indirectly beneficially owned
through Ener1 Group.
| | --- | -----------------------------------------------------------------------------------------------------------------

| | (4) | Includes
192,000 shares issuable under outstanding options exercisable during the 60 day period
following December 31, 2004.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

7

| | (5) | Includes
1,939,562 shares issuable under outstanding warrants exercisable during the 60 day period
following December 31, 2004.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (6) | Includes
3,458,608 shares issuable under outstanding warrants exercisable during the 60 day period
following December 31, 2004.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (7) | Includes
250,000 shares issuable under outstanding options exercisable during the 60 day period
following December 31, 2004.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (8) | Includes
66,667 shares issuable under outstanding options exercisable during the 60 day period
following December 31,               2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Includes
216,667 shares issuable under outstanding options exercisable during                the
60 day period following December 31, 2004.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

# ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

# Allocation of Expenses
to Us from Ener1 Group

We share office space with Ener1
Battery and Ener1 Group. During 2003 and a portion of 2004, we and Ener1 Battery utilized
Ener1 Group personnel for various administrative and other functions, which included the
services of Mike Zoi and Peter Novak. A portion of Ener1 Groups expenses for such
office space and personnel was allocated to us based on the usage by us and Ener1 Battery.
Our portion of these expenses, including Ener1 Batterys pro rata share of these
expenses, was $491,158 in 2003 and $60,093 in 2004.

# Loans and Advances to Us
from Ener1
Group

Ener1 Group has made various loans,
advances and capital contributions to us since it first acquired a majority interest in
Ener1 in early 2002. With the exception of approximately $1,000,000 of accrued interest on
some of these loans, all of these loans were satisfied when they were exchanged for our
common stock and warrants in November 2003, pursuant to our Debt Exchange Agreement with
Ener1 Group, Mr. Zoi and Dr. Novak. As part of this exchange, we issued promissory notes
to Ener1 Group, Mr. Zoi and Dr. Novak in aggregate principal amount of approximately
$1,000,000 representing the amount owed in accrued interest on advances. These notes were
paid in full using the proceeds of our issuance in January 2004 of our 5% senior secured
convertible debentures due 2009.

# Payments to Mr. Zoi and
Dr.
Novak

In November 2003, we reimbursed Ener1
Group, $128,586 and $113,915, representing our allocated share of expenses incurred by
Ener1 Group for the annual salaries, automobile allowances and insurance benefits paid by
Ener1 Group in 2002 to Mr. Zoi and Dr. Novak, respectively. At the same time, we also
reimbursed Ener1 Group $82,516 and $71,862, representing our allocated share of expenses
incurred by Ener1 Group in 2003 for the salaries, automobile allowances and insurance
benefits paid to Mr. Zoi and Dr. Novak, respectively. In July 2003, we began making
payments directly to Mr. Zoi and Dr. Novak, including annual compensation of $250,000 and
$250,000, respectively, and their automobile allowances and insurance benefits. We will
continue making these payments directly to Mr. Zoi and Dr. Novak in return for their
services. We paid $46,450 and $32,125 for insurance benefits during 2004 for Mike Zoi and
Peter Novak respectively.

# Debt Exchange Agreement
with Ener1 Group, Mr. Zoi and Dr.
Novak

In November 2003, we issued
17,027,579 shares of common stock and warrants to purchase up to 18,494,767 shares of our
common stock (warrants to purchase 9,247,383 shares were issued with an exercise price of
$1.50 per share and warrants to purchase 9,247,384 shares were issued with an exercise
price of $2.00 per share) in satisfaction of approximately $13,300,000 in debt including
$11,700,000 in debt owed to Ener1 Group (including $4,800,000 in intercompany advances
from Ener1 Group), $300,000 in debt owed to Mr. Zoi and $1,300,000 in debt owed to Dr.
Novak. These funds were advanced by Ener1 Group, Mr. Zoi and Dr. Novak to us over the past
two years to fund our operations. The accrued interest on the debt which was exchanged as
of the date of the Debt Exchange was converted into two year promissory notes issued to
Ener1 Group, Mr. Zoi and Dr. Novak with principal amounts equal to the accrued interest on
the notes, totaling approximately $1,000,000. These notes were all paid in full with
proceeds from our 5% Senior Secured Debentures issued in February 2004. As a result of the
exchange, Ener1 Group received 14,829,288 shares and warrants to purchase up to 16,107,061
shares of common stock, Mr. Zoi received 399,876 shares and warrants to purchase up to
434,330 shares of common stock, and Peter Novak received 1,798,415 shares and warrants to
purchase up to 1,953,376 shares of common stock.

8

# Additional Investment by
Ener1
Group

In November 2003, Ener1 Group
purchased an additional 1,388,889 shares of common stock from us and warrants to purchase
up to 1,505,232 shares (warrants to purchase 752,616 shares were issued with an exercise
price of $1.50 per share and warrants to purchase 752,616 shares were issued with an
exercise price of $2.00 per share), for an aggregate purchase price of $1,000,000.

Pursuant to an agreement dated
October 15, 2004, in March, 2005, at the Companys request, Ener1 Group purchased
2,500 of the Companys Series B Preferred shares, and warrants to purchase 138,90
shares of the Companys common stock, for an aggregate purchase price of $250,000.
Pursuant to the terms of the agreement, we paid one-third of this aggregate purchase price
to Ener1 Group as a fee for Ener1 Groups assistance in obtaining financing
commitments from Ener1 Group and Cofis Compagnie Fiduciarie S.A.

# Ener1 Group, Inc.
Acquisition of Control of Ener1, Inc.

In December 2001, we entered into a
Securities Purchase Agreement with Ener1 Group under which Ener1 Group acquired a
controlling interest in our company. Two of our directors, Mr. Zoi and Dr. Novak each
indirectly beneficially own 24.16% of Ener1 Groups outstanding securities. Under the
Securities Purchase Agreement, Ener1 Group agreed to purchase 47,126,416 shares of our
common stock at a price of $.0254634 per share, for the original purchase price of
$1,200,000. The shares purchased by Ener1 Group represented 80% of the issued and
outstanding capital stock of our company at the time. On January 3, 2002, we issued
12,500,001 shares of our common stock to Ener1 Group, representing a majority of our
issued and outstanding common on that date and a convertible promissory note in the
principal amount of $481,785; and placed 15,708,821 shares into escrow. We issued the
remaining 34,626,418 shares of our common stock to Ener1 Group, on March 15, 2002
following: (1) the automatic conversion of the convertible promissory note issued to Ener1
Group into 18,917,597 shares of our common stock and (2) the release from escrow of
15,708,821 shares of our common stock. Each of these events took place upon the approval
of our stockholders of an amendment to our Articles of Incorporation to increase in the
number of our authorized shares of common stock, which was obtained on March 11, 2002.

On February 22, 2002, the original
purchase price was reduced by $200,000 to $1,000,000 under the terms of the Agreement
because we did not meet specific stockholder equity targets as of December 31, 2001. To
pay this amount, we issued a one-year promissory note bearing interest at 8% to Ener1
Group. In November 2003, the debt represented by this note together with other obligations
we had to Ener1 Group and others was exchanged for shares of our common stock, warrants
and notes. See   Debt Exchange Agreement with Ener1 Group, Mr. Zoi and Dr.
Novak for a description of this exchange.

# Our Acquisition of Ener1
Battery from Ener1 Group

On September 6, 2002, we entered into
a merger agreement with Ener1 Group pursuant to which we acquired 100% of the outstanding
capital stock of Ener1 Battery from Ener1 Group. As a result of the acquisition, Ener1
Groups ownership of our common stock increased to 96.1% of our then outstanding
shares and approximately 96.8% of our fully diluted common share equivalents, after giving
effect to exercise of all warrants and mandatory conversion of our Series A Convertible
Preferred Stock issued in connection with the acquisition.

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

| | (a) | 50,000,000
shares of our common stock.
| | --- | --------------------------------------

9

| | (b) | 3,930,000
shares of our Series A Preferred Stock, par value $0.01 per share. The preferred stock
had the                rights, preferences and designations set forth in the Certificate
of Designations included as Exhibit A to the                merger agreement.
                   In October 2002, the Series A Preferred Stock automatically converted
into           196,500,000 shares of our common stock after we amended our articles of
incorporation to increase the number of our authorized shares of common stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Warrants
to purchase up to 48,402,985 shares of our common stock at an exercise price of $0.08 per
share.                The warrants have a 10-year term. None of these warrants have been
exercised.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | A
$1,161,850 promissory note payable to Ener1 Group, bearing interest at 10% per annum and
due on September 1, 2003. In November 2003, this note and other obligations was exchanged
for our common stock, warrants and notes, along with other obligations we had to Ener1
Group and others. In connection with the merger transaction, Ener1 Group made capital
contributions to Ener1 Battery totaling $4,700,000.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Additional Ener1Group
Investments in Ener1

Beginning in May 2002, Ener1 Group
made capital contributions to us totaling $2,000,000 to fund the operations of our (now
former) Digital Media Technologies Division. In connection with these capital
contributions, in September 2002 we issued the following securities to Ener1 Group:

| | (a) | 80,000
shares of our Series A Preferred Stock, par value $0.01 per share. Each preferred share
automatically converted into 50 shares of our common stock in October 2002 upon the
amendment of our Articles of Incorporation to increase our authorized shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Warrants
to purchase up to 20,597,015 shares of our common stock with an exercise price of $0.08
per share. These warrants have a 10-year term. None of these warrants have been exercised.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Ener1 Battery Equipment
Acquisitions and Related Loan Transactions

In June 2002, Ener1 Battery acquired
from Ener1 Group manufacturing equipment with an aggregate value of approximately
$13,488,000 in a series of transactions from Ener1 s.r.l., an Italian company. Mr. Zoi and
Dr. Peter Novak and companies controlled by them own 99% of the outstanding securities of
Ener1 s.r.l. The equipment acquired was valued at the lower of the net book value of Ener1
s.r.l in such equipment or fair market value. In connection with these acquisitions, Ener1
Battery assumed promissory notes originally payable by Ener1 s.r.l. to (1) Mr. Zoi, for
$139,994.87 and $148,552.46, respectively, (2) Dr. Novak, for $394,949.24 and $902,774.22,
respectively, (3) ZN, LLC (a company controlled by Mr. Zoi and Dr. Novak), for $371,555.56
and (4) Tavricheskiy Bank, for $1,200,000, plus accrued interest. In November, 2002, Ener1
Battery obtained an additional loan from Tavricheskiy Bank for $400,000, of which
approximately $371,555.56 was used to pay off the note to ZN, LLC. As part of the
transactions under which Ener1 Battery acquired this equipment from Ener1 Group, Ener1
Battery issued a promissory note to Ener1 Group for $5,500,000 at 10% annual interest.
This note was cancelled in exchange for stock, warrants and notes under our Debt Exchange
Agreement with Ener1 Group in November 2003.

When Ener1 Battery received the
equipment described above, the equipment was subject to a security interest in favor of
Meliorbanca Gallo S.p.A., an Italian bank, securing Ener1 s.r.l.s obligations in
connection with loans previously made to Ener1 s.r.l. In March 2003, the Meliorbanca loans
were restructured into a new loan agreement in which the Meliorbanca security
interest in Ener1 Batterys equipment was limited to 5,000,000 Euros (approximately
US$6,000,000). We, Ener1 Group, Ener1 Battery, Mr. Zoi and Dr. Novak were all named as
guarantors of the Ener1 s.r.l. obligations under the March 2003 loan agreement.

The Meliorbanca loan was paid in full
in January, 2004, and Meliorbancas security interest in Ener1 Batterys
equipment, and all of the guarantors obligations to Meliorbanca, were released. The
equipment is now pledged as security for Ener1 Batterys guaranty of Ener1s
obligations under the $20,000,000 in aggregate principal amount of senior secured
convertible debentures due January 2009 that we issued in January 2004.

# BZINFIN S.A. Loans to
Ener1 Group

Our parent company, Ener1 Group, has,
from time to time, had loans from its principal investor, BZINFIN, S.A.,. Mr. Boris
Zingarevich, who is a director of Ener1 Group, is an officer of BZINFIN and controls
BZINFIN. Mr. Zoi and Dr. Novak, also directors of Ener1 Group and directors of our
company, own all of the outstanding securities of ZN, LLC, which, together with BZINFIN,
owns 100% of Ener1 Group.

BZINFIN formerly held assignments of
the rights to three of Ener1 Batterys five pending battery-related patent
applications at the U.S. Patent and Trademark Office as collateral for the loans from
BZINFIN to Ener1 Group, the proceeds of which were used to finance Ener1 Batterys
operations. BZINFIN also had a security interest in Ener1 Batterys battery
manufacturing equipment as collateral securing Ener1 Groups obligations under a
$1,000,000 loan to Ener1 Group dated January 2003. One of the collateral assignments was
released in connection with the purchase of our stock by ITOCHU Corporation in July 2003.
The other two collateral assignments and the equipment security interests were fully
released in connection with our issuance in January 2004 of our senior secured convertible
debentures due January 2009.

# Merger of Ener1
Acquisition Corp. into Splinex Technology Inc.

In January 2005, in accordance with
an Agreement and plan of Merger dated as of June 9, 2004, as amended, Ener1 Acquisition
Corp., our wholly-owned subsidiary, was merger with and into Splinex Technology Inc. In
the merger, we received 5,000,000 shares of Splinex common stock, and declared a dividend
to distribute these shares to our shareholders. We agreed to pay up to $150,000 of
expenses incurred in connection with the Registration Statement filed by Splinex to
register our dividend of the shares of Splinex common stock issued in the merger.
Approximately 95% of Splinexs outstanding common stock is owned by Splinex, LLC. Two
of our directors, Dr. Peter Novak and Mike Zoi, beneficially own an aggregate of 25% of
the voting membership interests (and an aggregate of 25.5% of the economic membership
interests) of Splinex, LLC. Two of our directors, Kevin P. Fitzgerald and Peter Novak, are
also directors of Splinex. Dr. Novak was also the President of Splinex from its inception
February 7, 2004 to August 31, 2004.

# Provision of Services to
and by Ener1 Group

During 2004, we provided various
services and the use of our employees to Ener1 Group. We billed Ener1 Group and its
subsidiaries for the actual cost of these services and employees. Similarly, during 2004,
we used various services and employees of Ener1 Group and its subsidiaries, and Ener1
Group billed us for the actual cost of these services and employees. During 2004, Ener1
Group and its subsidiaries billed us $127,585 and we billed Ener1 Group and its
subsidiaries $187,678, in each case for services and employees of the other party.

10

# Investments by Satellite
Asset Management, L.P. in Ener1

Satellite Asset Management, L.P.
beneficially owns 30,350,000 shares of our common stock as a result of purchases by it and
its affiliates, Satellite Strategic Finance Associates, LLC and Satellite Strategic
Finance Partners Ltd., of our senior secured convertible debentures due January 2009, our
senior secured convertible debentures due March 2009, and warrants to purchase our common
stock issued in connection with the purchase of these debentures. Satellite Asset
Management, L.P. also acts as collateral agent with respect to the collateral securing our
obligations under our senior secured convertible debentures due January 2009 and our
senior secured convertible debentures due March 2009.

# ITEM 13: EXHIBITS

|2.1 | Securities
Purchase Agreement dated as of December 21, 2001, by and between the Registrant and Ener1
Holdings, Inc.,               incorporated by reference to Exhibit No. 2 of the
Registrant's current report on Form 8-K dated January 18, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 | Merger
Agreement between the Registrant and Ener1 Group, Inc., effective as of August 31, 2002
and incorporated by               reference to Exhibit No 2.1 of the Registrant's current
report on Form 8-K dated September 23, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 | Amended
and Restated Articles of Incorporation of the Registrant, dated February 12, 1993,
incorporated by reference to Exhibit 3(i) to the Registrants Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 | Amendment
to Amended and Restated Articles of Incorporation, dated March 11, 2002, incorporated by
reference to Exhibit 3.2 of the Registrants Annual Report on Form 10-K for the year
ended December 31, 2001.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 | Amendment
to Amended and Restated Articles of Incorporation, dated October 21, 2002, incorporated
by reference to Exhibit 3.1 of the Registrants current report on Form 8-K dated
October 28, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.4 | Amendment
to Amended and Restated Articles of Incorporation, dated December 29, 2004, incorporated
by reference to Exhibit A of the Registrants Schedule 14C filed on December 7,
2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.5 | Bylaws
of the Registrant, incorporated by reference to Exhibit 3.4 of the Registrants
Registration Statement (Commission File No. 333-112837) filed with the Commission on
February 13, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.6 | Certificate
of Designations of Series B Preferred Stock, dated October 18, 2004, incorporated by
reference to Item 3.6 of Registrants Annual Report on Form 10-KSB for the period
ending December 31, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.7 | Amendment
to Bylaws of the Registrant, dated January 5, 2005, incorporated by reference to Exhibit
3.2 of the Registrants current report on Form 8-K dated January 11, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 | Form
of 5% Senior Secured Convertible Debenture incorporated by reference to Exhibit 4.1 to
the Registrants Current Report on Form 8-K dated January 21, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | Form
of Warrant to Purchase Common Stock incorporated by reference to Exhibit 4.2 to the
Registrants Current Report on Form 8-K dated January 21, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | Registration
Rights Agreement, dated as of January 16, 2004, by and among the Registrant the entities
whose names appear on the signature pages thereof incorporated by reference to Exhibit
4.3 to the Registrants Current Report on Form 8-K dated January 21, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 | Warrant
issued to Cofis Compagnie Fiduciaire S.A. dated October 15, 2004 to purchase from Ener1,
Inc., 4,166,666               shares of Common Stock of the Company at a price per share
of $1.25.**
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | Warrant
issued to Cofis Compagnie Fiduciaire S.A. dated October 15, 2004 to purchase from Ener1,
Inc., 4,166,666               shares of Common Stock of the Company at a price per share
of $1.50.**
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | Form
of Warrant to Purchase Common Stock of Ener1, dated October 20, 2004 Issued to Delphi
Automotive Systems, LLC, incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
Ener1s Quarterly Report on Form 10-QSB/A for the period ending September 30, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | Registration
Rights Agreement dated as of October 20, 2004, by and between Ener1, Inc. and Delphi
Automotive Systems               LLC.**
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|4.8 | Registration
Rights Agreement dated as of October 20, 2004, by and between EnerDel, Inc., Delphi
Automotive Systems,               LLC and Ener1, Inc.**
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 | Form
of 7.5% Senior Secured Convertible Debenture issued pursuant to Securities Purchase
Agreement dated March 11, 2005, incorporated by reference to Exhibit No. 4.1 of the
Registrants current report on Form 8-K dated March 15, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

|4.10 | Form
of Warrant to Purchase Common Stock issued pursuant to Securities Purchase Agreement,
incorporated by reference to Exhibit No. 4.2 of the Registrants current report on
Form 8-K dated March 15, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 | Registration
Rights Agreement, dated as of March 14, 2005 by and among Ener1, Inc. and the purchasers
of Ener1's 7.5%               Senior Secured Convertible Debentures, incorporated by
reference to Exhibit No. 4.3 of the Registrant's current               report on Form 8-K
dated March 15, 2005.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.12 | Certificate
of Designation of Non-Voting, Cumulative and Redeemable Series A Preferred Stock of
EnerDel, Inc., dated October 20, 2004, incorporated by reference to Exhibit 4.6 to
Amendment No. 1 to Ener1s Quarterly Report on Form 10-QSB/A for the period ending
September 30, 2004.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | 1992
Non-Employee Director Stock Option Plan, incorporated by reference to Exhibit 10.1 of the
Registrants Registration Statement on Form SB-2 filed on May 9, 2005 (Commission
File No. 333-124745).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 | 2002
Stock Participation Plan incorporated by reference to Exhibit C of the Registrants
Schedule 14A filed on April 15, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|10.3 | 2002
Non-Employee Director Stock Participation Plan incorporated by reference to Exhibit D of
the Registrants Schedule 14A filed on May 15, 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Master
Agreement by Itochu Corporation and the Registrant, dated July 25, 2003, incorporated by
reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-QSB for
the quarter ended September 30, 2003.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 | License
and Royalty Agreement by the Registrant and Ener1 Battery Company, dated July 25, 2003,
incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2003.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 | Subscription
and Investment Agreement by Itochu Corporation and the Registrant, dated July 25, 2003,
incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2003.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | Common
Stock Subscription Agreement by EnerStruct and the Registrant, incorporated by reference
to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2003.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 | Shareholders
Agreement by Itochu and the Registrant, dated July 25, 2003, incorporated by reference to
Exhibit 10.5 to the Registrants Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2003.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 | Amendment
to Subscription and Investment Agreement by Itochu Corporation and the Registrant, dated
January 31, 2004 incorporated by reference to Exhibit 10.20 to the Registrants
Annual Report on Form 10-KSB for the period ended December 31, 2003 filed on March 31,
2004.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 | Employment
Agreement by the Registrant and Kevin P. Fitzgerald, dated September 8, 2003,
incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2003 .
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 | Employment
Agreement by the Registrant and Randall Paulfus, dated November 5, 2003 incorporated by
reference to Exhibit 10.24 to the Registrants Annual Report on Form 10-KSB for the
period ended December 31, 2003 filed on March 31, 2004.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 | Agreement
by the Registrant and Tatum CFO Partners, dated November 5, 2003 incorporated by
reference to Exhibit 10.25 to the Registrants Annual Report on Form 10-KSB for the
period ended December 31, 2003 filed on March 31, 2004.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 | Exchange
Agreement dated November 14, 2003 by the Registrant, Ener1 Group, Inc., Ener1 Battery
Registrant, EnerLook Solutions, Inc., Mike Zoi and Peter Novak incorporated by reference
to Exhibit 10.26 to the Registrants Annual Report on Form 10-KSB for the period
ended December 31, 2003 filed on March 31, 2004.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 | Securities
Purchase Agreement, dated as of January 16, 2004 by and among Ener1, Inc. and the
entities whose names appear on the signature pages thereof incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K dated January 21, 2004.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 | Security
Agreement dated as of January 16, 2004 by and among Ener1 Battery Company and in favor of
Satellite Asset Management, incorporated by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K dated January 21, 2004.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

|10.17 | Subsidiary
Guaranty dated January 16, 2004 made by Ener1 Battery Company in favor of the Investors
named therein incorporated by reference to Exhibit 10.3 to the Registrants Current
Report on Form 8-K dated January 21, 2004.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.18 | Mortgage,
Security Agreement and Assignment of Leases and Rents dated January 16, 2004 by Ener1
Battery Registrant to Satellite Asset Management, L.P., incorporated by reference to
Exhibit 10.4 to the Registrants Current Report on Form 8-K dated January 21, 2004.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 | Waiver
Agreement dated January 16, 2004 by the Registrant and Ener1 Group, Inc. incorporated by
reference to Exhibit 10.31 to the Registrants Annual Report on Form 10-KSB for the
period ended December 31, 2003 filed on March 31, 2004.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.20 | EnerDel,
Inc. Formation, Subscription and Stockholders Agreement entered into by and between
Delphi Automotive  Systems LLC and Ener1, Inc., dated as of October 20, 2004 incorporated
by reference to Ener1, Inc.s Form 8-K filed  on October 26, 2004.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.21 | Agreement
and Plan of Merger, dated as of June 9, 2004 by and among Ener1, Inc., Ener1 Acquisition
Corp. and Splinex          Technology Inc. incorporated by reference to Exhibit 2.1 to
the registration statement on Form S-1 filed by Splinex               Technology Inc. on
June 24, 2004.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 | First
Amendment, dated as of October 7, 2004, to Agreement and Plan of Merger, dated as of June
9, 2004 by and among          Ener1, Inc., Ener1 Acquisition Corp. and Splinex Technology
Inc., incorporated by reference to Exhibit 10.3 of Amendment No. 1 to Ener1s
Quarterly Report on Form 10-QSB/A for the period ending September 30, 2004.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 | Subscription
Agreement, dated as of October 15, 2004, between the Registrant and Cofis Compagnie
Fiduciaire S.A.**
|----- | ------------------------------------------------------------------------------------------------------------------

|10.24 | Sublease
Agreement dated as of October 20, 2004, is entered into by and between Delphi Automotive
Systems LLC and EnerDel, Inc.**
|----- | ---------------------------------------------------------------------------------------------------------------------------------

|10.25 | Lease
Agreement dated October 20, 2004 between ENER1 Battery Company and EnerDel, Inc.**
|----- | ----------------------------------------------------------------------------------------

|10.26 | Bill
of Sale dated October 20, 2004, by Delphi Automotive Systems LLC in favor of EnerDel,
Inc. in favor of               transactions contemplated by the Formation, Subscription
and Shareholders' Agreement of EnerDel, Inc. dated as of               October 20, 2004
by and among Delphi, Ener1 Inc. and EnerDel.**
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27 | Delphi
Technologies, Inc. Assignment of Certain Inventions or Improvements dated October 20,
2004.**
|----- | ----------------------------------------------------------------------------------------------------

|10.28 | License
Agreement by and between Delphi Technologies, Inc. and EnerDel, Inc.**
|----- | ------------------------------------------------------------------------------

|10.29 | Ener1
Battery Company Assignment of Intellectual Property to EnerDel, Inc.**
|----- | ----------------------------------------------------------------------------

|10.30 | License
Agreement dated October 20, 2004 by and between Ener1, Inc. and EnerDel, Inc.**
|----- | ---------------------------------------------------------------------------------------

|10.31 | Ener1
Daughter Enterprise with Foreign Investments of Ener1 Battery Company Assignment of
Intellectual Property to               EnerDel, Inc.**
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------

|10.32 | Option
to Purchase Agreement dated October 20, 2004 between EnerDel, Inc.; Ener1, Inc.; and
Ener1 Battery Company.**
|----- | --------------------------------------------------------------------------------------------------------------------

|10.33 | Ener1
Services Agreement effective October 20, 2004 by and between EnerDel, Inc. and Ener1,
Inc.**
|----- | --------------------------------------------------------------------------------------------------

|10.34 | Engineering
Services Agreement effective October 20, 2004 by and between EnerDel, Inc. and Delphi
Automotive Systems               LLC.**
|----- | -----------------------------------------------------------------------------------------------------------------------------------------

|10.35 | Transition
Services Agreement dated as of October 20, 2004 entered into by and between Delphi
Automotive Systems LLC and EnerDel, Inc.**
|----- | ----------------------------------------------------------------------------------------------------------------------------------------

|10.36 | Assignment/Assumption
of License Agreement dated October 20, 2004.**
|----- | --------------------------------------------------------------------

|10.37 | Ener1,
Inc. Form of Option Grant Agreement under Employment Agreement with Kevin P. Fitzgerald,
incorporated by               reference to Exhibit 10.39 of the Registrant's Registration
Statement on Form SB-2 filed on May 9, 2005 (Commission               File No.
333-124745).
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.38 | Form
of Securities Purchase Agreement, dated as of March 11, 2005 by and among Ener1, Inc. and
the purchasers of Ener1s 7.5% Senior Secured Convertible Debentures and Warrants to
purchase shares of common stock, incorporated by reference to Exhibit No. 10.1 of the
Registrants current report on Form 8-K dated March 15, 2005.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

|10.39 | Form
of Security Agreement dated as of March 14, 2005 by and among Ener1, Inc. and the
purchasers of Ener1s 7.5% Senior Secured Convertible Debentures, incorporated by
reference to Exhibit No. 10.2 of the Registrants current report on Form 8-K dated
March 15, 2005.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 | Form
of Intercreditor Agreement dated as of March 11, 2004, among Ener1, Inc., the purchasers
of Ener1s 7.5% Senior Secured Convertible Debentures and the purchasers of Ener1,
Inc.s 7.5% Senior Secured Convertible Debentures, incorporated by reference to
Exhibit No. 10.3 of the Registrants current report on Form 8-K dated March 15,
2005.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41 | Employment
Agreement between the Registrant and Pankaj Dhingra, dated December 6, 2004.**
|----- | -----------------------------------------------------------------------------------------

|10.42 | Agreement
 between EnerDel, Inc. and Enerstruct, Inc., entered into as of April 12, 2005,
incorporated by reference               to Exhibit 10.40 of the Registrant's Registration
Statement on Form SB-2 filed on May 9, 2005 (Commission File No.
              333-124745).
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.43 | Form
of Stock Option Agreement under the Registrants 2002 Non-Employee Director Stock
Participation Plan, incorporated by reference to Exhibit 10.41 of the Registrants
Registration Statement on Form SB-2 filed on May 9, 2005 (Commission File No.
333-124745).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.44 | Form
of Director Appointment Letter, incorporated by reference to Exhibit 10.42 of the
Registrants Registration Statement on Form SB-2 filed on May 9, 2005 (Commission
File No. 333-124745).
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.45 | Letter
Agreement between the Registrant and Ener1 Group, Inc., dated October 15, 2004, regarding
a financing commitment provided by Ener1 Group, Inc. to the Registrant, incorporated by
reference to Exhibit 10.43 of the Registrants Registration Statement on Form SB-2
filed on May 9, 2005 (Commission File No. 333-124745).
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.46 | Director
Appointment Letter Agreement between the Registrant and Carlos E. Mendez-Peñate,
dated October 11, 2004, incorporated by reference to Exhibit 10.44 of the Registrants
Registration Statement on Form SB-2 filed on May 9, 2005 (Commission File No.
333-124745).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.47 | Indemnification
Agreement between the Registrant, Carlos E. Mendez-Peñate and Coudert Brothers
LLP, dated October 11, 2004, incorporated by reference to Exhibit 10.45 of the Registrants
Registration Statement on Form SB-2 filed on May 9, 2005 (Commission File No.
333-124745).
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14.0 | Code
of Ethics.**
|---- | -----------------

|21.1 | Subsidiaries
of the Registrant.**
|---- | ---------------------------------

|23.1 | Consent
of Kaufman, Rossin & Co.**
|---- | ----------------------------------

|31.1 | Rule
13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act               of 2002.*
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Rule
13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act               of 2002.*
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification
of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to
Section 906 of               the Sarbanes-Oxley Act of 2002.*
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certification
of Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to
Section 906 of               the Sarbanes-Oxley Act of 2002.*
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Filed herewith.** Previously
filed.

# ITEM 14: PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Year ended December 31,
2004

Audit Fees: The aggregate fees,
including expenses, billed by the Companys principal accountant in connection with
the audit of our consolidated financial statements for the most recent fiscal year and for
the review of our financial information included in our Annual Report on Form 10-KSB; and
our quarterly reports on Form 10-QSB during the fiscal year ending December 31, 2004 was
$251,340.

14

Audit Related Fees: The aggregate
fees, including expenses, billed by the Companys principal accountant for services
reasonably related to the audit for the year ended December 31, 2004 were $-0-

Tax Fees: The aggregate fees,
including expenses, billed by the Companys principal accountant for services
reasonably related to tax services during the year 2004 were $-0-

All Other Fees:  The
aggregate fees, including expenses, billed for all other services rendered to the Company
by its principal accountant during year 2004 was $30,673

Year ended December 31,
2003

Audit Fees: The aggregate fees,
including expenses, billed by the Companys principal accountant in connection with
the audit of our consolidated financial statements for the fiscal year ended December 31,
2003 and for the review of our financial information included in our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2003; and our quarterly reports on Form
10-QSB during the fiscal year ending December 31, 2003 was $205,040

Audit Related Fees: The aggregate
fees, including expenses, billed by the Companys principal accountant for services
reasonably related to the audit for the year ended December 31, 2003 were $-0-

Tax Fees: The aggregate fees,
including expenses, billed by the Companys principal accountant for services
reasonably related to tax services during the year 2003 were $19,000. (1)

All Other Fees:  The
aggregate fees, including expenses, billed for all other services rendered to the Company
by its principal accountant during year 2003 was $-0-.

The Board of Directors has considered
whether the provisions of the services covered above under the captions Financial
Information Systems Design and Implementation Fees and All Other Fees is
compatible with maintaining the auditors independence.

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                   |                                                                                                          
|------------------ | ---------------------------------------------------------------------------------------------------------
|Date: May 16, 2005 | Ener1, Inc.
BY: /S/ Kevin P. Fitzgerald         
Kevin P. Fitzgerald
Chairman and Chief Executive Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Signature                   | Title | Date                                       
|--------------------------- | ----- | -------------------------------------------
|/s/ Kevin P. Fitzgerald     |       | Chairman and Chief Executive Officer       
|Kevin P. Fitzgerald         |       | (Principal Executive Officer)              
|                            |       |                                            
|                            |      
|/s/ James Calarco           |       | Interim Chief Financial Officer, Controller
|James Calarco               |       | (Principal Financial Officer and Principal 
|                            |       | Accounting Officer)                        
|                            |       |                                            
|                            |      
|/s/ Carlos E. Mendez-Penate |       | Director                                   
|Carlos E. Mendez-Penate     |      
|                            |       |                                            
|                            |      
|/s/ Karl Gruns              |       | Director                                   
|Karl Gruns                  |      
|                            |       |                                            
|                            |      
|/s/ Mike Zoi                |       | Director                                   
|Mike Zoi                    |      
|                            |       |                                            
|                            |      
|/s/ Dr Peter Novak          |       | Director                                   
|Peter Novak                 |      

15