8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):November 6, 2006

ZAP

(Exact name of Registrant as specified in its charter)

California	001-32534		94-3210624
(State or other jurisdiction of incorporation or organization)	Commission File Number		IRS Employer Identification Number
501 Fourth Street Santa Rosa, CA		95401
(Address of principal executive offices)		(Zip Code)

(707) 525-8658

(Registrant’s telephone number, including area code)

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1  Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

See Item 8.01 of this Report.

Section 8  Other Events

Item 8.01.  Other Events.

Commencing in May of 2005, ZAP (the “Company”) entered into a series of agreements relating to the design and development of the XEBRA with Shandong Jindalu Vehicle Co., Ltd (“Jindalu”) of China. The XEBRA is an all-electric vehicle with three wheels and is being imported as a motorcycle, yet, unlike most other motorcycles, the XEBRA is enclosed with windows and a roof, affording it protection from inclement weather. The foregoing description of the various agreements entered into by the parties does not purport to be complete and is qualified in its entirety by reference to the agreements, which are filed as exhibits hereto, and are incorporated into this report by reference.

Exclusive Distribution Agreement

On May 1, 2005, the Company and Jindalu entered into an Exclusive Distribution Agreement whereby the Company agreed to act as the exclusive agent for the distribution and sale in North America of the XEBRA manufactured by Jindalu. The agreement provides for the exclusive distribution relationship to be effective for 5 years after the XEBRA products are approved by the appropriate governmental agencies in the United States. The parties agreed that the Company would be responsible for the servicing of the XEBRA vehicles for end users in North America, as well as ensuring the proper translation of all instruction and manuals in English. Any matter not specified in the agreement would be resolved via further negotiations between the Company and Jindalu.

Concurrent Guarantees

The Company provided a guarantee to Jindalu acknowledging that Jindalu has granted to the Company the exclusive right to distribute and sell the XEBRA vehicles within North America. In return for such exclusive distribution right, the Company guaranteed to Jindalu that it was the Company’s sole manufacturer of three-wheel electric vehicles in China. The guarantee provides that such exclusive distribution right lasts for 10 years. Jindalu provided the Company with an identical guarantee reaffirming the exclusive nature of the parties’ relationship and providing for such guarantee to be valid for a period of 10 years.

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Agreement to Form Joint Venture

On September 21, 2006, the parties entered into an agreement to form a joint venture to design and manufacture a new generation of low-cost advanced transportation vehicles that will run on gas, electricity, alcohol or other similar advanced technologies and fuels. The agreement provides for Jindalu to be the manufacturer and the Company to be the international distributor of all such vehicles designed and manufactured through the joint venture. In exchange for a 25% interest in the joint venture, the Company agreed to provide $350,000 in cash or stock.

Section 9  Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits
Exhibit Number	Exhibit Title or Description
99.1	Exclusive Distribution Agreement dated May 1, 2005, as supplemented by a letter dated June 9, 2006
99.2	ZAP Guarantee
99.3	Shandong Jindalu Vehicle Co., Ltd. Guarantee
99.4	Joint Venture Agreement dated September 21, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZAP
Date: November 6, 2006	By:  /s/ Steven M. Schneider
	Steven M. Schneider
	Chief Executive Officer

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ZAP

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
99.1	Exclusive Distribution Agreement dated May 1, 2005, as supplemented by a letter dated June 9, 2006
99.2	ZAP Guarantee
99.3	Shandong Jindalu Vehicle Co., Ltd. Guarantee
99.4	Joint Venture Agreement dated September 21, 2006

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EX-99.1

Exhibit 99.1

Exclusive Distribution Agreement

Date: May 1, 2005

Seller: SHANDONG JINDALU VEHICLE CO., LTD.

Buyer: ZAP

After the discussion, the seller and buyer will reach an agreement on the terms and conditions as specified below:

The buyer will act as the exclusive agent for the electric three-wheel vehicles manufactured by the seller, and will be in charge of the distribution and sales of the products in North America. The relevant certification and approval for the vehicles in North America and the fees caused by this are also the responsibilities of the buyer. The seller will fully cooperate with the buyer in the approval process.

The seller should assure the sufficient supply of goods that meet the requirements to the buyer, and will enjoy the priority sales rights in China for these types of vehicles by the buyer.

The buyer will be responsible for the servicing of the vehicles for the end users.

Additional requirements of the goods:

1.   All labels on the vehicles will be in English

2.   The buyer will be responsible for making the instructions and accessories manuals in English and the seller will be responsible for printing.

The exclusive distribution relationship will be effective after the seller’s products are approved in the US. The effective period will be 5 years.

The manufacturing standards will adopt the seller’s manufacturing standards.

Any matter not specified in this agreement will be resolved via negotiations between the seller and buyer.

The seller: /s/ Fujun Lu, Chairman    The buyer:  /s/ Gary Starr, Chairman

QINGQI SHANDONG JINDALU VEHICLE COMPANY, LTD

                June 9, 2006

ZAP

501 Fourth St.

Santa Rosa, CA 95401

Re: XEBRA Vehicles

Dear Sirs:

Please consider this correspondence as the formal nomination of the ZAP Company and its wholly owned subsidiaries, Voltage Vehicles, Inc. and Auto distributors, Inc. as distributors of all XEBRA electric vehicles in North America.

This official action comports with a concomitant nomination of your companies as Agent for this organization to the National Highway Traffic Safety Administration (NHTSA).

We look forward to a long and successful association with your companies.

                                              Sincerely,

                                              /s/ Fujun Lu, Chairman

EX-99.2

Exhibit 99.2

[LOGO]

ZAPWORLD.COM

GUARANTEE

ZAP and SHANDONG JINDALU VEHICLE CO., LTD: we acknowledge that XEBRA electric cars and electric pick-up are produced with both sides financial and material endeavors in the passing year. ZAP so much appreciates Jindalu’s support. ZAP again promises seriously that Jindalu is the exclusive manufacturer within China for three wheel electric vehicles. Based on the guarantee from Jindalu that its electric vehicles or gas 3 wheelers are not distributed or retailed within North America through any client or partner in China for three wheel vehicles owned by ZAP or Jindalu. The guarantee is associated with the exclusive distribution agreement between ZAP and Jindalu and lasts for 10 years.

/s/ Gary, Starr

Chairman

501 Fourth Street, Santa Rosa, CA 95401

707-525-8658 tel          707-525-8692 fax

EX-99.3

Exhibit 99.3

SHANDONG JINDALU VEHICLE CO., LTD

GUARANTEE

SHANDONG JINDALU VEHICLE CO., LTD promises to ZAP: we acknowledge that XEBRA electric cars and electric pick-up are produced with both sides’ financial and material endeavors in the passing year. JINDALU so much appreciates ZAP’s support. JINDALU again promises seriously that ZAP is the exclusive agent within the territory of North America. The electric cars manufactured by JINDALU are not distributed or retailed within the said territory through other clients or channels except for ZAP.

JINDALU entrusts ZAP to represent the interests of JINDALU in the territory of North America. Any fault use of the name of JINDALU or his products are regarded as the cheated activities.

The guarantee is valid for a period of 10 years.

/s/ Lu Fujun

President

EX-99.4

Exhibit 99.4

AGREEMENT TO FORM JOINT VENTURE BETWEEN SHANDONG JINDALU AND ZAP

Recognizing that petroleum is a finite source of energy and that 54% of all petroleum is used to fuel our vehicles, and that one of the major causes of global pollution and global warming is the burning of petroleum in conventional vehicles and that one of the fastest growing segments of CO2 production is the replacement of bicycles in the world with conventional, non-efficient petro burning vehicles:

ZAP and SJ agree to form JV to design and manufacture a new generation of low cost advanced transportation vehicles that will run efficiently on gas, electricity, alcohol and other advanced technology and fuels.

The JV will be the global manufacturer, and ZAP will be the international distributor.

The JV invites entrepreneurs, capitalists, governmental and educational institutions throughout China and the world to join the effort. The JV also seeks energy storage and battery companies, solar companies, engine developers, new material companies, automobile part suppliers and engineers and designers throughout the world to join in the new venture.

Our work on the ZAP Micro Cars, energy efficient gas cars and on the Xebra has shown that new approaches to transportation are possible. Visionary dealers are taking the pioneering steps to offer our new lines of vehicles. Scientists, climate and pollution data and the current state of affairs as well as the price of oil is telling us that we must change our ways. What is needed is real leadership. We are proud to be part of the first true collaboration between the USA and China in manufacturing design and distributing our first generation of ZAP Cars.

Much more can be done. The purpose of this JV is to further develop these ideas and distribute new generations of low cost energy efficient vehicles throughout the world.

These include:

A 4 passenger vehicle that can run on gas that gets in excess of 70 miles per gallon

A solar electric sports car that receives a portion of its energy from the Sun.

An ethanol based vehicle that runs on either ethanol or unleaded gas.

An all electric long range electric vehicle.

Plug in hybrid

For a 25 percent interest,

ZAP, a U.S. public listed NYSE Arca company will provide $350,000 in cash or stock for the JV. The parties will maximize the publicity of this JV.

“Although many companies talk about doing things for the environment, we are proud to be part of a JV that both parties are dedicated toward bringing vehicles to the market that

can bring not only good returns to our shareholders, but to the planet as well”, said Mr. Lu, President of Shandong.

“We have searched all through China and have found Mr. Lu to be unique in his entrepreneurial spirit. Having worked closely with Mr. Lu for over one year, we feel we have found a trustworthy and dedicated partner”, said Mr. Starr, Chairman of ZAP.

Agreed,

/s/ Mr. Lu                                              /s/Gary Starr

Shandong                                              ZAP

2006.9.21                                             9/21/06