SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

Form 10-KSB/A

(Mark One)

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

For The Fiscal Year
Ended December 31, 2003 or

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

For The Transition
Period From ____________ to ____________

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 100 Ft. 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 revenues for its fiscal year ended December 31, 2003 were $26,739.

The aggregate
market value of common stock held by non-affiliates as of March 29, 2004 was $36,532,870
based on the closing bid price of $1.01 for the common stock quoted on the OTC Bulletin
Board on such date.

The
number of shares of common stock outstanding as of March 23, 2004 was 347,015,751 shares.

# Documents Incorporated
by Reference:

None

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

Ener1, Inc. (Ener1)
hereby amends its Annual Report on Form 10-KSB filed on March 31, 2004, as set forth in
the pages attached:

# Part III

# Item 9.    Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act

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

|Name                | Age | Position                                                         
|------------------- | --- | -----------------------------------------------------------------
|Kevin P. Fitzgerald | 47  | Director, Chairman of the Board and Chief Executive Officer      
|Boris Zingarevitch  | 47  | Director                                                         
|Karl Gruns          | 56  | Director                                                         
|Mike Zoi            | 38  | Director                                                         
|Peter Novak         | 51  | Director                                                         
|Ronald N. Stewart   | 56  | Director, Executive Vice President, General Counsel and Secretary
|Randall Paulfus     | 57  | Chief Financial Officer                                          
|Elena Shembel       | 58  | Vice President                                                   

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.

Boris
Zingarevitch has been a director of Ener1 since February 2002. Since 1992, Mr.
Zingarevitch has been the majority stockholder and a director of Ilim Pulp Enterprise, a
Russian trading company specializing in export sales of pulp and paper products. Mr.
Zingarevitch has been a director of Ener1 Group since 2001.

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 Wapme Systems 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.).

2

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
was, and is, 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 has been a director since 2002 and serves as our Executive Vice President,
General Counsel and Secretary. He has been our General Counsel since April 2002 when he
joined Ener1 Group and Ener1. Mr. Stewart has been one of our directors since October
2002. 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 Ener1 Group, Ener1 Battery and EnerLook Solutions. 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.

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.

Dr.
          Elena Shembel has been a Vice President of Ener1 since 2003 and our Director of
          Research and Development since 2002. From 2000 to 2002, she was Director of
          Research and Development for Ener1 s.r.l. From 1989 to 2000, she was the head
of           the Chemical Power Sources Research Laboratory at Ukrainian State Chemical
          Technology University, Dnipropetrovsk. She has over 27 years of experience in
          the field of chemical power sources, especially lithium primary and secondary
          batteries. For 18 years, Dr. Shembel has been the head of various laboratories
          and projects that have investigated, developed and introduced lithium power
          sources into industrial production. Dr. Shembel graduated as a chemical process
          engineer from Dnepropetrovsk Chemical Technology Institute, faculty of
Inorganic           chemistry, department of Technology of Electrochemical Productions.
Dr. Shembel           acquired her Ph.D. in electrochemical processes for systems with
porous matrixes           for space systems. In 1989 Dr. Shembel acquired her Dr. of
Science degree at the           Russian Academy of Sciences Institute of
Electrochemistry, Moscow for her work           in processes and optimization of lithium
chemical power sources.

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.

3

# Section 16(a)
Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors and persons who
beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities.  Based solely
upon the Company's review of the copies of such forms it has received, and certain other information available to it, to the best of
the Company's knowledge:

Mr. Fitzgerald failed to file in a timely manner a Form 3 and one report reporting two transactions.  These transactions as well as
the commencement of Mr. Fitzgerald's insider status were reported late on May 14, 2004.

Mr. Zingarevitch failed to file in a timely manner a Form 3.  The commencement of Mr. Zingarevitch's insider status was reported late
on May 14, 2004.

Mr. Gruns failed to file in a timely manner a Form 3.  The commencement of Mr. Gruns' insider status was reported late on May 14,
2004.  Mr. Gruns also failed to file four reports each reporting one transaction.  The Company and Mr. Gruns are working with outside
legal counsel to remedy these filings.

Mr. Zoi failed to file in a timely manner a Form 3 and one report reporting five transactions.  These transactions as well as the
commencement of Mr. Zoi's insider status were reported late on May 14, 2004.

Mr. Novak failed to file in a timely manner a Form 3 and one report reporting five transactions.  These transactions as well as the
commencement of Mr. Novak's insider status were reported late on May 14, 2004.

Mr. Stewart failed to file in a timely manner a Form 3 and two reports each reporting one transaction.  These transactions as well as
the commencement of Mr. Stewart's insider status were reported late on May 14, 2004.

Mr. Paulfus failed to file in a timely manner a Form 3 and one report reporting one transaction.  This transaction as well as the
commencement of Mr. Paulfus' insider status were reported late on May 14, 2004.

Mr. Michael Brewer, a former officer of the Company, failed to file a Form 3, one report reporting two transactions and one report
reporting one transaction.

Mr. Larry Light, a former officer of the Company, failed to file a Form 3, one report reporting two transactions and one report
reporting one transaction.

Mr. Michael Stebel, a former officer of the Company, failed to file a Form 3, one report reporting two transactions and two reports
each reporting one transaction.

Mr. Bary Wilson, a former director of the Company, failed to file a Form 3 and one report reporting one transaction.

Messrs.
Brewer, Light, Stebel and Wilson are working with the Company and counsel to
remedy these filings.

Ener1 Group, Inc., the beneficial owner of more than 10% of the Company's common stock, failed to file one report reporting eight
transactions, one report reporting five transactions, two reports each reporting four transactions and three reports each reporting
one transaction.  The Company and Ener1 Group, Inc. are working with outside legal counsel to remedy these filings.

# Code of Ethics

We
have adopted a business code of conduct that applies to all employees, including our chief
executive officer, our chief financial officer and our principal accounting officer. Our
code of conduct is available, free of charge, through our website at www.ener1.com.
Amendments to or waivers from our code of ethics will be posted on our website at
www.ener1.com.

4

# Item 10. Executive
Compensation

# Summary Compensation
Table

|Name and Principal
Position | Year | Salary    | Bonus   | Other Annual
Compensation | Securities
Underlying
Options | All Other
Compensation
|--------------------------- | ---- | --------- | ------- | ------------------------- | ----------------------------- | ----------------------
|Kevin Fitzgerald,           | 2003 | $  78,685 | --      | $111,605(2)               | 9,716,716                     | --                    
|Chief Executive             | 2002 | --        | --      | --                        | --                            | --                    
|Officer(1)                  | 2001 | --        | --      | --                        | --                            | --                    
|                            |      |           |         |                           |                               |                       
|Ronald Stewart,             | 2003 | $126,000  | $14,000 | $  37,755(4)              | 70,000                        | --                    
|Executive VP,               | 2002 | $115,000  | --      | --                        | --                            | $  1,167(6)           
|General Counsel,            | 2001 | --        | --      | --                        | --                            | --                    
|Secretary, and             
|Former Chief               
|Executive                  
|Officer(3)                 
|                            |      |           |         |                           |                               |                       
|Randall Paulfus,            | 2003 | $  21,125 | --      | --                        | 200,000                       | --                    
|Chief Financial             | 2002 | --        | --      | --                        | --                            | --                    
|Officer(5)                  | 2001 | --        | --      | --                        | --                            | --                    
|                            |      |           |         |                           |                               |                       
|Mike Brewer, Chief          | 2003 | $  52,325 | --      | $    1,541(8)             | --                            | $57,194(9)            
|Financial                   | 2002 | $126,506  | --      | --                        | --                            | --                    
|Officer(7)                  | 2001 | $151,039  | --      | $  10,096(8)              | 70,000                        | --                    
|                            |      |           |         |                           |                               |                       
|Larry Light, Former         | 2003 | $139,846  | --      | $    7,000(11)            | --                            | $  4,184(6)           
|Chief Executive             | 2002 | $139,653  | --      | --                        | --                            | --                    
|Officer(10)                 | 2001 | $172,615  | --      | $  13,467(8)              | 90,000                        | --                    
|                            |      |           |         |                           |                               |                       
|Dr. Elena Shembell,         | 2003 | $104,388  | --      | --                        | --                            | $  5,384(6)           
|Vice President(12)          | 2002 | $  73,333 | --      | $    8,675(14)            | --                            | --                    
|                            | 2001 | --        | --      | --                        | --                            | --                    
|                            |      |           |         |                           |                               |                       
|Mike Stebel, Senior         | 2003 | $  60,200 | --      | --                        | --                            | --                    
|Vice President -            | 2002 | $122,470  | --      | --                        | --                            | --                    
|Sales &                     | 2001 | $129,462  | --      | --                        | 45,000                        | $     577(6)          
|Marketing(13)              

(1)      Mr. Fitzgerald
joined Ener1 in September 2003 as our Chief Executive Officer and is currently paid an
annual salary of $350,000. (2)      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. (3)      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. (4)      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. (5)      Mr. Paulfus joined Ener1
in November 2003 as our Chief Financial Officer and is paid an annual salary of $145,833.
 In connection with Mr. Paulfus' employment, Tatum CFO Partners was paid $2,991 in 2003.
(6)      Includes Ener1's contribution to the executive officer's account under the Ener1
401K plan. (7)      Mr. Brewer was our Chief Financial Officer from June 2000 until April
2003, when he left Ener1. (8)      Payment for accrued and unused vacation.

5

(9)
     Includes $55,000 severance payment and contribution of $2,194 the executive
officer's account under the Ener1 401K plan. (10)     Mr. Light served as our President
and Chief Executive Officer from March 2002 until May 2003.  Mr. Light is currently Chief
Executive Officer of EnerLook Solutions. (11)     Includes $7,000, which represents the
fair market value as of the date of grant of a stock grant of 100,000 shares and payment
for accrued and unused vacation. (12)     Ms. Shembel became our Vice President in July
2003.  Prior to that, she was our Director of Research and Development. (13)     Mr.
Stebel was our Senior Vice President-- Sales & Marketing from December 2000 until January
2003, when he left Ener1. (14)     Includes $8,675, which represents the fair market
value as of the date of grant of a stock grant of 28,917 shares.

# Option Grants in Last
Fiscal Year

The following table sets
forth information with respect to the grant of options during 2003 to the named executive
officers to purchase shares of our common stock.

# Option/SAR Grants in
2003

|                 | Number of
Securities
Underlying
Options/SARS Granted | % of Total
Options/SARS Granted
to Employees in 2003 | Exercise or Base
Price ($/Sh) | Expiration Date
|---------------- | ---------------------------------------------------- | ---------------------------------------------------- | ----------------------------- | ---------------
|Kevin Fitzgerald | 9,716,716                                            | 94.139                                               | $0.30                         | 9/8/2013       
|Ronald Stewart   | 70,000                                               | 0.678                                                | $0.05                         | 12/29/2012     
|Randall Paulfus  | 200,000                                              | 1.938                                                | $0.76                         | 11/2/2013      
|Mike Brewer      | --                                                   | --                                                   | --                            | --             
|Larry Light      | --                                                   | --                                                   | --                            | --             
|Dr. Elena        | --                                                   | --                                                   | --                            | --             
|Mike Stebel      | --                                                   | --                                                   | --                            | --             

# 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 2003 and the value of
in-the-money options held by the named executive officers as of December 31, 2003.

# Aggregated Option/SAR
Exercises in 2003 and 2003-End Option/SAR
Values

|Name             | Shares Acquired
on Exercise | Value Realized | Number of Securities
Underlying Unexercised
Options/SARs at FY-End (#)
Exercisable/Unexercisable | Value of Unexercised
In-the-Money Options/SARs
at FY-End($)
Exercisable/Unexercisable
|---------------- | --------------------------- | -------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
|Kevin Fitzgerald | --                          | --             | 809,727/8,906,989                                                                                | $890,700/$9,797,688                                                                  
|Ronald Stewart   | --                          | --             | 0/70,000                                                                                         | $0/$94,150                                                                           
|Randall Paulfus  | --                          | --             | 0/200,000                                                                                        | 0/$128,000                                                                           
|Larry Light      | 250,000                     | $265,300       | 0/0                                                                                              | 0/0                                                                                  
|Elena Shembel    | --                          | --             | 0/0                                                                                              | 0/0                                                                                  
|Mike Brewer      | 50,000                      | $  10,500      | 0/0                                                                                              | 0/0                                                                                  
|Mike Stebel      | 50,000                      | $  10,000      | 0/0                                                                                              | 0/0                                                                                  

6

# 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.

# 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. During 2003, Mr. Zoi and Dr. Novak received annual compensation of $250,000
each and insurance benefits, as well as annual automobile allowances of
$11,124 and $23,715, respectively. Dr. Novak and Mr. Zoi will continue to receive this
compensation from Ener1 in 2004. All directors are reimbursed for expenses incurred to
attend Board and Committee meetings. Other than as described in this paragraph, 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, 2003:

|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  | 164,000                                                                                         | $0.05                                                                           | 8,696,503                                                                                                                                      
|Equity Compensation Plans Not
|Approved by Security Holders  | 9,936,716                                                                                       | $0.79                                                                           | 6,566,100                                                                                                                                      
|Total                         | 10,100,716                                                                                      | $0.53                                                                           | 15,262,603                                                                                                                                     

7

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 $.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. We also agreed to grant additional options to him: (1) on December 31, 2004,
equal to 1% of our then fully diluted common stock as of that date, at an exercise price
equal to $500,000,000 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; and (2) on
December 31, 2005, equal to 1% 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.

# Security Ownership of
Certain Beneficial Owners and Management

The
table below contains information as of May 5, 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 May 5, 2004, there were 347,182,104 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)          | 397,456,886                    | 92%             
|ITOCHU Corp. (2)              | 24,846,396                     | 7%              
|Kevin P. Fitzgerald(3)        | 2,999,090                      | *               
|Boris Zingarevich (4)         | 200,000                        | *               
|Karl Gruns (5)                | 142,000                        | *               
|Mike Zoi (4)(6)               | 834,206                        | *               
|Peter Novak (4)(7)            | 3,751,791                      | 1%              
|Ronald N. Stewart             | 370,000                        | *               
|Randall Paulfus               | 0                              | *               
|Elena Shembel                 | 1,000                          | *               
|All officers and directors as
|a group (8 people) (4)        | 8,298,087                      | 2.35%           

*   Less than 1%.

8

(1)     Includes
86,612,294 shares issuable under outstanding warrants exercisable during the 60 day period
following May 5, 2004. Mike Zoi, Dr. Peter Novak and Boris Zingarevitch indirectly
beneficially own 24.16%, 24.16% and 51.68%, respectively, of Ener1 Groups
outstanding securities. (2)     Includes
9,346,396 shares issuable under outstanding options exercisable during the 60 day period
following May 5, 2004. ITOCHU Corp.s address is 2-5-1 Kita-Aoyama, Minato-ku, Tokyo
107-8077, Japan. (3)     Includes 2,699,090 shares issuable under
outstanding options exercisable during the 60 day period following May 5, 2004.
(4)     The amount of securities shown does not include any securities
indirectly beneficially owned through Ener1 Group. (5)     Includes
92,000 shares issuable under outstanding options exercisable during the 60 day period
following May 5 , 2004. (6)     Includes 434,330 shares issuable under
outstanding warrants exercisable during the 60 day period following May 5, 2004.
(7)     Includes 1,953,376 shares issuable under outstanding warrants
exercisable during the 60 day period following May 5, 2004.

# Item 12. Certain
Relationships and Related Transactions

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. Three of our directors,
Mr. Zoi, Dr. Novak and Mr. Zingarevitch, indirectly beneficially own 24.16%, 24.16% and
51.68%, respectively, 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 of purchase. 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, issued a convertible promissory note in the principal
amount of $481,785 to Ener1 Group, 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 March 11,
2002 approval of our stockholders of an amendment to our Articles of Incorporation to
increase in the number of our authorized shares of common stock.

On
February 22, 2002, the original purchase price was reduced by $200,000 to $1,000,000 under
the terms of the Securities Purchase 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 promissory 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 Ener1 Group
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.

10

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 5% senior secured convertible debentures due 2009 that we issued in
January 2004.

# BZINFIN S.A. Loans to
Ener1 Group

Our
parent company, Ener1 Group, has loans outstanding to its principal investor, BZINFIN,
S.A., aggregating approximately $24,700,000, plus $3,600,000 in accrued interest. Mr.
Boris Zingarevitch, who is a director of our company, Ener1 Group and Ener1 Battery, is an
officer of BZINFIN and controls BZINFIN through a series of trusts of which he is the
beneficiary. Mr. Zoi and Dr. Novak, the other two directors of Ener1 Group and Ener1
Battery 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 January 2003 $1,000,000 loan to Ener1 Group. 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 5%
senior secured convertible debentures due 2009.

# Allocation of Expenses
to Us from Ener1 Group

We
share office space with Ener1 Battery and Ener1 Group. During 2002 and a portion of 2003,
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 equal to approximately 67% of
such expenses 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
$989,841 in 2002 and $491,158 in 2003. We are no longer charged a portion of the expenses
for these services because substantially all of the services involved are now provided to
us by our own personnel.

# Management Fee to Ener1
Group

In
2002, we paid a total of $800,000 in management fees to Ener1 Group in exchange for
management services provided to us during the year.

# 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.

11

# 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. Beginning
in July 2003, and for the remainder of 2003, we made 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 2004 in return for their services.

# 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. 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. We have registered the
resale by Ener1 Group, Mr. Zoi and Dr. Novak of the shares issued in the Debt Exchange.

# 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. We have registered the resale by Ener1 Group of these shares.

# Registration of Resale
of Ener1 Group Shares

In
addition to registering the resale by Ener1 Group of the common stock we issued to it in
the Debt Exchange, we have registered the resale by Ener1 Group of up to 32,000,000 shares
of common stock. This resale registration statement was declared effective in May 2004. We
agreed to pay all the expenses incurred in registering the resale of these shares, which
we estimated to be $306,412.

# Item 13: Exhibits and
Reports on Form 8-K

(a) 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

| | 3.2 | Articles of 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 | Articles of 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 | Bylaws
of the Registrant, incorporated by reference to Exhibit 3.4 of the Registrants
Registration Statement on Form SB-2, filed with the Securities and the Exchange
Commission. on February 13, 2004 (SEC File No. 333-112837).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.1 | 1992
Stock Option Plan incorporated by reference to Exhibit 10.3 to the Registration Statement
No. 33-56530 filed                   with the Securities and the Exchange Commission.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | 1992
Non-Employee Director Stock Option Plan, incorporated by reference to Exhibit 10. 4 to
the Registration                   Statement No. 33-56530 filed with the Securities and
the Exchange Commission.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3 | 2002
Stock Participation Plan incorporated by reference to Exhibit C of the Registrants
Schedule 14A filed on April 15, 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | 10.4 | 2002
Non-Employee Director Stock Participation Plan incorporated by reference to Exhibit D of
the Registrants Schedule 14A filed on May 15, 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5 | Employment
Agreement, dated as of March 17, 2000, between Larry L. Light and the Registrant,
incorporated by reference to Exhibit No. 10.26 to the Registrants annual report on
Form 10-K for the year ended December 31, 1999.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6 | Asset
Purchase Agreement, dated as of January 24, 2000, between Boundless Technologies, Inc.
and the Registrant,                   incorporated by reference to Exhibit No. 10.27 to
the Registrant's annual report on Form 10-K for the year ended                   December
31, 1999.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.7 | Assignment
and Assumption Agreement, dated as of March 3, 2000, between Boundless Technologies, Inc.
and Boundless                   Manufacturing Services, Inc., incorporated by reference
to Exhibit No. 10.28 to the Registrant's annual report on                   Form 10-K for
the year ended December 31, 1999.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.8 | Promissory
Note, dated March 3, 2000, issued by Boundless Manufacturing Services, Inc. in favor of
the Registrant,                   incorporated by reference to Exhibit No. 10.29 to the
Registrant's annual report on Form 10-K for the year ended                   December 31,
1999.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

| | 10.9 | Supply
Agreement, dated as of March 3, 2000, by and between Boundless Manufacturing Services,
Inc. and the                   Registrant incorporated by reference to Exhibit No. 10.30
to the Registrant's annual report on Form 10-K for the                   year ended
December 31, 1999.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.10 | Asset
Purchase Agreement, dated July 28, 2000, between the Registrant and Boca Global, Inc. and
Zoom Telephonics,                   Inc., incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter                   ended
June 30, 2000.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.11 | Shareholder
agreement between the Registrant and EnerLook Health Care Solutions, Inc., dated April
22, 2002, incorporated by reference to Exhibit 99.1 to the Registrants Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2002.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.12 | Loan
Agreement N 045-KB/2002 between Saint Petersburg Joint Stock Bank Tavircheski and Ener1
USA, Inc., dated                   November 20, 2002.*
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.13 | Loan
Agreement N 046-KB/2002 between Saint Petersburg Joint Stock Bank Tavircheski and Ener1
USA, Inc. dated                   November 20, 2002.*
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.14 | Patent
Pledge Agreement between Saint Petersburg Joint Stock Bank Tavircheski and Ener1 USA,
Inc., dated November                   20, 2002.*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------

| | 10.15 | 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.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.16 | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.17 | 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.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.18 | 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.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.19 | 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.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.20 | Amendment
to Subscription and Investment Agreement by Itochu Corporation and the Registrant, dated
January 31, 2004.*
| | ----- | ---------------------------------------------------------------------------------------------------------------------

| | 10.21 | Security
Agreement by and between Bzinfin SA, Ener1 Group, Inc., and Ener1 Battery Company, dated
as of January 23,                   2003.*
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------

| | 10.22 | Meliorbanca
Loan Agreement with the Registrant, Ener1 Group, Inc., Ener1 Battery Company, Mike Zoi,
Peter Novak and                   Ener1 s.r.l. dated as of March 21, 2003.*
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.23 | 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.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

| | 10.24 | Employment
Agreement by the Registrant and Randall Paulfus, dated November 5, 2003.*
| | ----- | ------------------------------------------------------------------------------------

| | 10.25 | Agreement
by the Registrant and Tatum CFO Partners, dated November 5, 2003.*
| | ----- | ----------------------------------------------------------------------------

| | 10.26 | Exchange
Agreement dated November 14, 2003 by the Registrant, Ener1 Group, Inc., Ener1 Battery
Registrant, EnerLook                   Solutions, Inc., Mike Zoi and Peter Novak.*
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.27 | 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.28 | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.29 | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.30 | 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.31 | Waiver
Agreement dated January 16, 2004 by the Registrant and Ener1 Group, Inc.*
| | ----- | --------------------------------------------------------------------------------

| | 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
| | ---- | -------------------------------------------------------------------

| | 31.2 | Rule
13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer
| | ---- | -------------------------------------------------------------------

| | 32.1 | Section
1350 Certifications
| | ---- | ---------------------------

|* | - Previously
filed with the Securities and Exchange Commission as an Exhibit to the Companys
Annual Report on Form 10-KSB filed on March 31, 2004 and incorporated herein by
reference.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Reports
on Form 8-K:    No reports on Form 8-K were filed in the fourth
quarter of our fiscal year ended December 31, 2003.
| | --- | ---------------------------------------------------------------------------------------------------------------------------

# Item 14. Principal
Accountant Fees and Services

Kaufman,
Rossin & Co. PA has served as our independent auditors for the fiscal year ended
December 31, 2003, and will serve in such capacity for the current fiscal year.

The
table below sets forth the fees that Kaufman, Rossin & Co. PA billed us for the audit
of our financial statements for the fiscal years ended December 31, 2003 and December 31,
2002 and review of our financial statements for the quarterly periods within those fiscal
years, and all other fees Kaufman, Rossin & Co. has billed us for services rendered
during the fiscal years ended December 31, 2003 and December 31, 2002:

15

|                   | 2003 | 2002
|------------------ | ---- | ----
|Audit Fees         |      |     
|Audit-Related Fees |      |     
|Tax Fees           |      |     
|All Other Fees     |      |     

Audit
Fees represents fees billed for each of the last two fiscal years for professional
services rendered for the audit of our annual financial statements and review of financial
statements included in our Quarterly Reports on Form 10-QSB or services that are normally
provided by the accountant in connection with statutory or regulatory filings or
engagements for those fiscal years.

Audit
Related Fees represents fees billed for each of the last two fiscal years for
assurance and services reasonably related to the performance of the audit of our annual
financial statements for those years. For the two years, audit-related fees consisted
principally of SEC registration statement consent procedures.

Tax
Fees represents fees billed for each of the last two fiscal years for professional
services related to tax compliance, tax advice and tax planning, including preparation of
federal and state income tax returns.

All
Other Fees represents fees billed for other products and services rendered by
Kaufman Rossin & Co. PA to us for the last two fiscal years. These fees primarily
consisted of consulting on specific transactions or accounting and tax issues.

The
Audit Committee has determined that all work performed for the Company by Kaufman Rossin
& Co. PA for the year 2004 will be pre-approved by the Audit Committee and, therefore,
has not adopted pre-approval procedures. All audit and non-audit services performed by
Kaufman Rossin & Co. PA for the Company during 2003, to the extent that such services
related directly to the operations and financial reporting of the Company, have been
pre-approved by the Audit Committee. The percentage of Audit-Related Fees,
Tax-Fees and Other Fees set forth in the table above for which
pre-approval was waived pursuant to 17 CFR 210.2-01(c)(7)(i)(c) was zero.

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to its report to be signed on its behalf
by the undersigned, thereunto duly authorized.

| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | Ener1, Inc.By: /s/ Kevin P. Fitzgerald
Name: Kevin P. Fitzgerald
Title: Chairman and Chief Executive Officer

Date: May 13, 2004

16

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 |       |     
|Kevin P. Fitzgerald     |       |     
|                        |       |     
|/s/ Randall Paulfus     |       |     
|Randall Paulfus         |       |     
|                        |       |     
|                        |       |     
|/S/ Boris Zingarevich   |       |     
|Boris Zingarevich       |       |     
|                        |       |     
|/S/ Karl Gruns          |       |     
|Karl Gruns              |       |     
|                        |       |     
|/S/ Mike Zoi            |       |     
|Mike Zoi                |       |     
|                        |       |     
|/S/ Dr. Peter Novak     |       |     
|Dr. Peter Novak         |       |     
|                        |       |     
|/S/ Ronald N. Stewart   |       |     
|Ronald N. Stewart       |       |     

Exhibit Index

Exhibit No.

| | 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 | Articles of 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 | Articles of 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

| | 3.4 | Bylaws
of the Registrant, incorporated by reference to Exhibit 3.4 of the Registrants
Registration Statement on Form SB-2 filed with the Securities and the Exchange
Commission on February 13, 2004 (SEC File No. 333-112837).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.1 | 1992
Stock Option Plan incorporated by reference to Exhibit 10.3 to the Registration Statement
No. 33-56530 filed with               the Securities and the Exchange Commission.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | 1992
Non-Employee Director Stock Option Plan, incorporated by reference to Exhibit 10. 4 to
the Registration Statement               No. 33-56530 filed with the Securities and the
Exchange Commission.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3 | 2002
Stock Participation Plan incorporated by reference to Exhibit C of the Registrants
Schedule 14A filed on April 15, 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | 10.4 | 2002
Non-Employee Director Stock Participation Plan incorporated by reference to Exhibit D of
the Registrants Schedule 14A filed on May 15, 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5 | Employment
Agreement, dated as of March 17, 2000, between Larry L. Light and the Registrant,
incorporated by reference to Exhibit No. 10.26 to the Registrants annual report on
Form 10-K for the year ended December 31, 1999.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6 | Asset
Purchase Agreement, dated as of January 24, 2000, between Boundless Technologies, Inc.
and the Registrant,               incorporated by reference to Exhibit No. 10.27 to the
Registrant's annual report on Form 10-K for the year ended               December 31,
1999.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.7 | Assignment
and Assumption Agreement, dated as of March 3, 2000, between Boundless Technologies, Inc.
and Boundless               Manufacturing Services, Inc., incorporated by reference to
Exhibit No. 10.28 to the Registrant's annual report on Form               10-K for the
year ended December 31, 1999.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.8 | Promissory
Note, dated March 3, 2000, issued by Boundless Manufacturing Services, Inc. in favor of
the Registrant,               incorporated by reference to Exhibit No. 10.29 to the
Registrant's annual report on Form 10-K for the year ended               December 31,
1999.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.9 | Supply
Agreement, dated as of March 3, 2000, by and between Boundless Manufacturing Services,
Inc. and the Registrant               incorporated by reference to Exhibit No. 10.30 to
the Registrant's annual report on Form 10-K for the year ended               December 31,
1999.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.10 | Asset
Purchase Agreement, dated July 28, 2000, between the Registrant and Boca Global, Inc. and
Zoom Telephonics, Inc.,incorporated by reference to Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.11 | Shareholder
agreement between the Registrant and EnerLook Health Care Solutions, Inc., dated April
22, 2002, incorporated by reference to Exhibit 99.1 to the Registrants Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2002.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

| | 10.12 | Loan
Agreement N 045-KB/2002 between Saint Petersburg Joint Stock Bank Tavircheski and Ener1
USA, Inc., dated November               20, 2002.*
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | 10.13 | Loan
Agreement N 046-KB/2002 between Saint Petersburg Joint Stock Bank Tavircheski and Ener1
USA, Inc. dated November               20, 2002.*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------

| | 10.14 | Patent
Pledge Agreement between Saint Petersburg Joint Stock Bank Tavircheski and Ener1 USA,
Inc., dated November 20,               2002.*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 10.15 | 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.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.16 | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.17 | 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.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.18 | 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.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.19 | 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.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.20 | Amendment
to Subscription and Investment Agreement by Itochu Corporation and the Registrant, dated
January 31, 2004.*
| | ----- | ---------------------------------------------------------------------------------------------------------------------

| | 10.21 | Security
Agreement by and between Bzinfin SA, Ener1 Group, Inc., and Ener1 Battery Company, dated
as of January 23,               2003.*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------

| | 10.22 | Meliorbanca
Loan Agreement with the Registrant, Ener1 Group, Inc., Ener1 Battery Company, Mike Zoi,
Peter Novak and               Ener1 s.r.l. dated as of March 21, 2003.*
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.23 | 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.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.24 | Employment
Agreement by the Registrant and Randall Paulfus, dated November 5, 2003.*
| | ----- | ------------------------------------------------------------------------------------

| | 10.25 | Agreement
by the Registrant and Tatum CFO Partners, dated November 5, 2003.*
| | ----- | ----------------------------------------------------------------------------

| | 10.26 | Exchange
Agreement dated November 14, 2003 by the Registrant, Ener1 Group, Inc., Ener1 Battery
Registrant, EnerLook               Solutions, Inc., Mike Zoi and Peter Novak.*
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.27 | 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

| | 10.28 | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.29 | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.30 | 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.31 | Waiver
Agreement dated January 16, 2004 by the Registrant and Ener1 Group, Inc.*
| | ----- | --------------------------------------------------------------------------------

| | 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
| | ---- | -------------------------------------------------------------------

| | 31.2 | Rule
13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer
| | ---- | -------------------------------------------------------------------

| | 32.1 | Section
1350 Certifications
| | ---- | ---------------------------

| | * | - Previously
filed with the Securities and Exchange Commission as an Exhibit to the Companys
Annual Report on Form 10-KSB filed on March 31, 2004 and incorporated herein by
reference.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20