WWW.EXFILE.COM, INC. -- 888-775-4789 -- ZAP -- FORM 10-QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

Commission File Number 001-32534

ZAP

(Name of small business issuer in its charter)

CALIFORNIA	94-3210624
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

501 Fourth Street

Santa Rosa, CA 95401

(707) 525-8658

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

57,268,558 shares of common stock as of November 9, 2007.

Transitional Small Business Disclosure Format Yes o No x

ZAP

FORM 10-QSB

INDEX

			Page No.
PART I. Financial Information
	Item 1.	Condensed Consolidated Financial Statements (unaudited) :

		Condensed Consolidated Balance Sheet as of September 30, 2007	2

		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006	3

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006	4

		Notes to Condensed Consolidated Financial Statements	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

	Item 3.	Controls and Procedures	39

PART II. Other Information
	Item 1.	Legal Proceedings	40

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

	Item 3.	Defaults Upon Senior Securities	43

	Item 4.	Submission of Matters to a Vote of Security Holders	43

	Item 5.	Other Information	43

	Item 6.	Exhibits	43

SIGNATURES			43

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

ZAP

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

	September 30, 2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	739
Accounts receivable, net of allowance for doubtful accounts of $185		937
Inventories, net		1,881
Prepaid non-cash professional fees		463
Other prepaid expenses and other current assets		533
Total current assets		4,553

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $816		4,346

OTHER ASSETS
Patents and trademarks, net		33
Goodwill		175
Prepaid non-cash professional fees, less current portion		78
Deposits and other assets		85
Total assets	$	9,270
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current portion of secured convertible note	$	104
8% Senior convertible notes, net of discount of $754		1,721
Accounts payable		152
Accrued liabilities		3,357
Deferred revenue		753
Total current liabilities		6,087
LONG-TERM LIABILITIES
Secured convertible note, less current portion		1,725
Total liabilities		7,812
SHAREHOLDERS’ EQUITY
P Preferred stock, authorized 50 million shares; no par value, no shares issued and outstanding		—
Common stock, authorized 400 million shares; no par value; 47,697,681shares issued and outstanding		111,589
Common stock issued as loan collateral		(1,549	)
Accumulated deficit		(108,582	)
Total shareholders’ equity		1,458
Total liabilities and shareholders’ equity	$	9,270

See accompanying notes to condensed consolidated financial statements (unaudited).

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ZAP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Thousands, except share amounts)

	Three Months ended September 30, 2007			Three Months ended September 30, 2006			Nine Months ended September 30, 2007			Nine Months ended September 30, 2006
NET SALES	$	2,019		$	2,640		$	4,561		$	9,928

COST OF GOODS SOLD		1,476			2,525			3,748			9,101
GROSS PROFIT		543			115			813			827

OPERATING EXPENSES
Sales and marketing		519			370			1,154			974
General and administrative (non-cash stock-based compensation of $2.8 million and $3.0 million and $17.3 million and $5.9 million for the three and nine months ended September 30, 2007 and 2006, respectively)		3,525			4,147			20,313			10,080
Impairment loss on Smart Auto license and equipment		—			2,345			—			2,345
Research and development		23			—			412			—
		4,067			6,862			21,879			13,399
LOSS FROM OPERATIONS		(3,524	)		(6,747	)		(21,066)			(12,572	)
OTHER INCOME (EXPENSE)
Gain on settlement of Smart Auto liability		—			7,051			—			7,051
Gain on revaluation of warrant and put option liabilities		—			—			—			304
Interest expense, net		(210	)		(17	)		(810	)		(26	)
Other income (expense)		(10	)		18			(11	)		22
		(220	)		7,052			(821	)		7,351
INCOME (LOSS) BEFORE INCOME TAXES		(3,744	)		305			(21,887	)		(5,221	)

PROVISION FOR INCOME TAXES		—			—			4			4
NET INCOME (LOSS)	$	(3,744	)	$	305		$	(21,891	)	$	(5,225	)

NET INCOME (LOSS) PER COMMON SHARE
BASIC AND DILUTED	$	(0.08	)	$	0.01		$	(0.49	)	$	(0.14	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING --
BASIC AND DILUTED		46,957			37,348			44,683			37,879

See accompanying notes to condensed consolidated financial statements (unaudited).

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ZAP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Nine months ended September 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(21,891	)	$	(5,225	)
Adjustments to reconcile net loss used for operating activities: Gain on settlement of Smart Auto liability		—			(7,051	)
Impairment loss on Smart Auto license and equipment		—			2,345
Items not requiring the use of cash:
Amortization of note discount and deferred offering costs		332			—
Stock-based compensation for consulting and other services		3,019			2,950
Stock-based employee compensation		14,291			2,962
Stock-based compensation for interest and registration penalties		314			-
Gain on revaluation of warrant and put option liabilities		—			(365	)
Depreciation and amortization		251			1,422
Loss on disposal of fixed asset		—			4
Allowance for doubtful accounts		6			(120	)
Changes in other items affecting operations:
Accounts receivable		(719	)		(110	)
Smart Car inventory		—			1,378
Inventories		466			(514	)
Prepaid expenses and other assets		(71	)		(770	)
Accounts payable		(98	)		(18	)
Accrued liabilities		391			(386	)
Deferred revenue		(427	)		156
Net cash used for operating activities		(4,136	)		(3,342	)
CASH FLOWS FROM INVESTING ACTIVITES
Purchase of equipment		(20	)		(386	)
Proceeds from sale of equipment		—			35
Net cash used for investing activities		(20	)		(351	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock and warrants, net of offering costs		1,640			2,522
Proceeds from long-term debt, net of offering costs		1,185			—
Repayments of long-term debt		(90	)		(70	)
Net cash provided by financing activities		2,735			2,452

NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,421	)		(1,241	)

CASH AND CASH EQUIVALENTS, beginning of period		2,160			1,547

CASH AND CASH EQUIVALENTS, end of period	$	739		$	306

See accompanying notes to condensed consolidated financial statements (unaudited)

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ZAP

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not indicative of the results that may be expected for the year ending December 31, 2007 or for any other future period. These condensed consolidated financial statements and the notes thereto should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-KSB for the year ended December 31, 2006 filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2007 (our “2006 10-K”).

Going Concern - The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. The Company has a history of losses and might not achieve profitability. The Company will need to arrange additional financing in the future in order to continue its current operations. There can be no assurance that additional financing would be available, or if it is available, that it would be on acceptable terms. The Company’s future liquidity and capital requirements will depend on numerous factors, including successful development, marketing and sale of advanced technology vehicles, protection of intellectual property rights, costs of developing its new products, including the necessary intellectual property rights, obtaining regulatory approvals for its new products, market acceptance of all its products, existence of competing products in its current and anticipated markets, and its ability to raise additional capital in a timely manner. Management expects to be able to raise additional capital; however, the Company may not be able to obtain additional financing on acceptable terms, or at all. We currently expect to be able to fund our working capital requirements from our existing cash and cash flows from operations, plus the $5 million received from the sale of common shares in November 2007 (See Note 13-Subsequent Events) through at least December 31, 2007.

Other risks include, but are not limited to, the following:

We face intense competition, which could cause us to lose market share. Changes in the market for electrical or fuel-efficient vehicles could cause our products to become obsolete or lose popularity. We cannot assure you that growth in the electric vehicle industry or fuel-efficient cars will continue and our business may suffer if growth in the electric vehicle industry or fuel-efficient market decreases or if we are unable to maintain the pace of industry demands. We may be unable to keep up with changes in electric vehicle or fuel-efficient technology and, as a result, may suffer a decline in our competitive position. The failure of certain key suppliers to provide us with components could have a severe and negative impact upon our business. Product liability or other claims could have a material adverse effect on our business. We may not be able to protect our Internet address. Our success is heavily dependent upon protecting our intellectual property rights.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) Emerging Issues Task Force (EITF) 00-19-2, “Accounting for Registration Payment Arrangements”. This FASB staff position addresses how to account for registration payment arrangements and clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other generally accepted accounting principles (GAAP) without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. This accounting pronouncement further clarifies that a liability for liquidated damages resulting from registration statement obligations should be recorded in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies,” when the payment of liquidated damages becomes probable and can be reasonably estimated.

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Prior to the adoption of this FSP, we had classified as a note derivative liability and as a warrant liability, financial instruments included in or issued in conjunction with our December 5, 2006 convertible note financing, since the offering of the underlying shares issuable upon conversion of the notes and exercise of the warrants was required to be registered with the SEC, and our failure to file, and obtain and maintain the effectiveness of a registration statement would result in potential cash payments which were not capped. Our adoption of this accounting pronouncement as of January 1, 2007 resulted in a reclassification of the note derivative liability to the note liability and the warrant liability to equity, and an adjustment to the note discount to reflect the allocated value of the warrant and a beneficial conversion feature, accreted to December 31, 2006, both calculated in accordance with EITF Nos. 98-5 and 00-27. The cumulative effect of this accounting change of $24,000 was credited to our opening accumulated deficit balance as of January 1, 2007.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on the recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is recognition: The entity determines whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the “more-likely-than-not” recognition threshold, the entity presumes that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. We adopted FIN 48 on January 1, 2007 and the impact on our consolidated results of operations and financial position was not material.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits the measurement of many financial instruments and certain other items at fair value. Entities may choose to measure eligible items at fair value at specified election dates, reporting unrealized gains and losses on such items at each subsequent reporting period. The objective of SFAS 159 is to provide entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It is intended to expand the use of fair value measurement. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating what effect, if any, the adoption of SFAS 159 will have on the Company’s consolidated results of operations and financial position.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements required under other accounting pronouncements. SFAS 157 does not change existing guidance regarding whether or not an instrument is carried at fair value. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the impact on our consolidated financial statements of adopting SFAS No. 157.

In June 2007, the EITF reached a consensus on EITF Issue No. 07-03, Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities (EITF 07-3). Under EITF 07-03, nonrefundable advance payments for goods or services to be received in the future for use in research and development activities should be deferred and capitalized. Such amounts should be expensed as the related goods are delivered or services are performed. If our expectations change such that we do not expect the goods to be delivered or services to be rendered, the capitalized advance payment should be charged to expense. EITF 07-03 is effective for new contracts entered into beginning January 1, 2008. We have not yet determined the impact that EITF 07-03 will have on our financial statements.

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NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic and diluted net income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding in each period. Diluted net income per share gives effect to all potentially dilutive common shares outstanding during the period such as options, warrants, convertible preferred stock, and contingently issuable shares. The weighted average number of shares outstanding for the period ended September 30, 2006 has been restated for the 10% stock dividend of February 2007. Potentially dilutive securities associated with stock options, warrants and convertible preferred stock and debt have been excluded from the diluted net loss per share amounts, since the effect of these securities would be anti-dilutive. At September 30, 2007, these potentially dilutive securities include options for 9.7 million shares of common stock, warrants for 70.7 million shares of common stock and debt convertible into 4.3 million shares of common stock.

PRINCIPLES OF CONSOLIDATION - The accounts of the Company and its consolidated subsidiaries are included in the condensed consolidated financial statements after elimination of significant inter-company accounts and transactions.

REVENUE RECOGNITION

The Company records revenues only upon the occurrence of all of the following conditions:

-The Company has received a binding purchase order or similar commitment from the customer or distributor authorized by a representative empowered to commit the purchaser (evidence of a sale);

-The purchase price has been fixed, based on the terms of the purchase order;

-The Company has delivered the product from its distribution center to a common carrier acceptable to the purchaser. The Company’s customary shipping terms are FOB shipping point; and

-The Company deems the collection of the amount invoiced probable.

The Company provides no price protection. Product sales are net of promotional discounts, rebates and return allowances.

The Company does not recognize sales taxes collected from customers as revenue.

DEFERRED REVENUE - One of the Company’s subsidiaries, Voltage Vehicles, sold licenses to auto dealerships under the ZAP name. The license agreements call for the licensee to purchase a minimum number of vehicles from ZAP each year. As the Company collects monies related to these agreements, it is classified as deferred revenue until the Company begins delivering a substantial number of vehicles to these dealerships on a regular basis. During the first quarter of 2006, the Company began recognizing revenue on various license agreements on a straight-line basis over the terms of the agreement. Accordingly, the Company has recognized approximately $146,000 and $428,000 of license revenue and other adjustments for the three and nine month periods ended September 30, 2007, resulting in an ending balance of $753,000.

USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. Estimates were made relating to the useful lives of fixed assets, valuation allowances, impairment of assets and valuation of stock-based compensation and contingencies. Actual results could differ materially from those estimates.

ACCOUNTS RECEIVABLE - The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers should deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

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INVENTORY - The Company maintains reserves for estimated excess, obsolete and damaged inventory based on projected future shipments using historical selling rates, and taking into account market conditions, inventory on-hand, purchase commitments, product development plans and life expectancy, and competitive factors. If markets for the Company’s products and corresponding demand were to decline, then additional reserves may be deemed necessary. Inventories consist primarily of vehicles, both gas and electric, parts and supplies, and finished goods and are carried at the lower of cost (first-in, first-out method) or market.

RECOVERY OF GOODWILL AND LONG-LIVED ASSETS - The Company evaluates the recovery of its goodwill and long-lived assets at least annually by analyzing its operating results and considering significant events or changes in the business environment.

STOCK ISSUED AS COLLATERAL - In January 2003, the Company entered into a Loan Agreement with Mercatus Partners LLP (“Mercatus”) and issued 2,941,176 common shares to Mercatus as collateral for a $1 million loan that never funded. The $3.529 million market value of these shares at the date of issuance was recorded in common stock with an offsetting contra equity account. The shares were reported as lost to the Company in December 2003 and in December 2004, the shares were reissued to Mercatus who then assigned the shares and their interests to Phi-Nest Fund, L.P. (“Phi-Nest”) as collateral for the $1 million loan commitment. The Company amended the Loan Agreement allowing Phi-Nest to purchase 500,000 shares for $1.16 per share. On March 30, 2006, the Company received $500,000 in net proceeds from the sale of the 500,000 shares and the collateralized shares were reduced to 2,441,176 shares. Phi-Nest did not provide the $1 million loan. In September of 2006, the Company signed a Settlement Agreement with Phi-Nest requiring that the common stock being held as collateral be transferred to an independent third party (Michael C. Sher dba the Law Offices of Michael C. Sher), to hold the securities in a depository account. At the same time, the Company entered into an agreement with International Monetary Group (“IMG”) whose President and CEO is Patrick D. Harrington, a merchant banking company to procure financing for the Company. Michael C. Sher was also acting as IMG’s in-house attorney. In return, Phi-Nest received 150,000 shares of the collateral stock for consulting services and forgiveness of a note receivable for $56,000 owed by a cousin of Steven Schneider, ZAP CEO. As a result, the Company recognized $236,000 in non-cash charges in the consolidated statement of operations for the year ended December 31, 2006. In September 2006, the Board of Directors approved the sale of 500,000 shares of the collateral stock to a qualified investor for $500,000. In October 2006, the qualified investor transferred $500,000 directly to IMG who in turn was to transfer the proceeds to the Company after the Company authorized Michael C. Sher to release 500,000 shares of the collateral stock. In October 2006, IMG required the Company to sign a $500,000 note and represented that they would not enforce the note based on other agreements with the Company, and in return IMG transferred $487,500 in net proceeds to ZAP for the 500,000 shares of collateral stock previously issued to the qualified investor. Also in October 2006, the Company authorized the issuance of 250,000 shares of the collateral stock to IMG and 250,000 shares of the collateral stock to Michael C. Sher for consulting services and recognized $600,000 in non-cash consulting expense in the consolidated statement of operations for the year ended December 31, 2006. At December 31, 2006, there were 1,291,176 shares remaining in collateral stock held by Michael C. Sher. In January 2007, IMG provided the Company with a notice of default on the $500,000 alleged note obligation. In addition, Michael C. Sher has refused to release the remaining 1,291,176 shares of collateral stock to the Company due to a dispute over the alleged debt obligation with IMG. In February 2007, the Company filed suit to have the collateral stock returned. See Note 9 ZAP v. International Monetary Group, Inc., a Delaware corporation; Michael C. Sher dba the Law Offices of Michael C. Sher, Case No. SCV 240277) for a detailed discussion. Management has recorded an estimated liability for any potential exposure to this transaction which is included in the accompanying condensed consolidated financial statements. In addition, management believes that the ultimate resolution of this claim will not have a material adverse effect on our consolidated financial position or on the results of operations.

WARRANTY - The Company provides 30 to 90 day warranties on its personal electric products and records the estimated cost of the product warranties at the date of sale. The estimated cost of warranties has not been significant to date. Should actual failure rates and material usage differ from our estimates, revisions to the warranty obligation may be required.

The Company has provided a 6 month warranty for the Xebra® vehicles. At September 30, 2007, the Company has recorded a warranty liability for $90,000 for estimated repair costs.

CASH AND CASH EQUIVALENTS - The Company considers highly liquid investments with maturities from the date of purchase of three months or less to be cash equivalents.

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NOTE 3 STOCK-BASED COMPENSATION

We have stock compensation plans for employees and directors, which are described in Note 10 to our consolidated financial statements in our 2006 Annual Report on Form 10-KSB as filed with the SEC on April 2, 2007. In June 2006, our shareholders approved the Company’s 2006 incentive stock plan. Under the 2006 plan, we may grant stock options for up to 4 million shares of common stock. We adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”) effective January 1, 2006. SFAS 123R requires the recognition of the fair value of stock-based compensation in net income (loss). We recognize the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. All of our stock-based compensation is accounted for as an equity instrument. Prior to January 1, 2006, we followed Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations in accounting for our stock compensation.

On January 26, 2007, the Company extended the expiration date of 21.8 million warrants previously issued to employees and officers by five years to July 1, 2012, with new exercise prices ranging from $1.00 to $1.20. As a result of the modification of the warrants, the Company determined the fair value of the warrants immediately prior to and after the modification. The incremental difference in value resulted in the recognition of $11.7 million in non-cash compensation expense during the first quarter of 2007. The Company valued the modified warrants at $0.57 per share using a Black-Scholes option pricing model with the following assumptions: risk free interest rate of 4.98%; dividend rate of 0.00%; volatility of 123%, and expected term of 2.7 years.

Under the provisions of SFAS 123R, we recorded $1.5 million and $14.7 million of stock-based compensation, net of estimated forfeitures, in selling, general and administrative expenses, in our unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2007. We utilized the Black-Scholes valuation model for estimating the fair value of the stock-based compensation granted after the adoption of SFAS 123R, with the following range of assumptions:

	Three months ended September 30, 2007		Nine months ended September 30, 2007
Expected dividend yield	0%		0%
Expected volatility		114.34 to 126.17	114.34 to 126.17
Risk-free interest rate		4.16 to 4.64	4.16 to 4.98
Expected life (in years) from grant date		2.5 to 5.75	2.5 to 5.75
Exercise price		$0.98 to $1.12	$0.98 to $1.15

The dividend yield of zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Expected volatility is based upon historical volatility of our common stock over the period commensurate with the expected life of the options. The risk-free interest rate is derived from the average U.S. Treasury Constant Maturity Rate during the period, which approximates the rate in effect at the time of the grant. Our unvested options vest over the next three years. Our options generally have a 10-year term. The expected term is calculated using the simplified method prescribed by the SEC’s Staff Accounting Bulletin 107. Based on the above assumptions, the weighted-average fair values of the options granted under the stock option plans for the three and nine months ended September 30, 2007 was $1.03 and $1.07, respectively. As required by SFAS No. 123R, we now estimate forfeitures of employee stock options and recognize compensation cost only for those awards expected to vest. Forfeiture rates are determined based on historical experience. Estimated forfeitures are now adjusted to actual forfeiture experience as needed.

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A summary of options under the Company’s stock option plans from December 31, 2006 through September 30, 2007 is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding December 31, 2006		7,828,566		$	1.02		7.40	$	1,942,600
Options granted under the plan		589,606		$	1.15		—	$	—
Options exercised		(245,000	)	$	.059		—	$	119,300
Options forfeited and expired		—		$	—		—	$	—
Outstanding March 31, 2007		8,173,172		$	1.03		8.04	$	1,823,300
Options granted under the plan		3,000		$	1.13
Options exercised		(610,639	)	$	.75			$	128,100
Options forfeited and expired		—			—		—		—
Outstanding June 30, 2007		7,565,533		$	1.05		8.04	$	1,695,200
Options granted under the plan		1,006,000		$	1.03
Outstanding September 30, 2007		8,571,533			1.03		7.85	$	1,695,200

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of our stock exceeded the exercise price of the options at September 30, 2007, for those options for which the quoted market price was in excess of the exercise price (“in-the-money-options”). The total intrinsic value of options exercised was $247,400 and $430,152 for the nine month period ended September 30, 2007 and 2006, respectively.

As of September 30, 2007, total compensation cost of unvested employee stock options is $9.0 million. This cost is expected to be recognized through August 2010. We recorded no income tax benefits for stock-based compensation expense arrangements for the nine months ended September 30, 2007, as we have cumulative operating losses, for which a valuation allowance has been established.

As of September 30, 2007, total compensation cost of unvested options and warrants to consultants total $541,000. This cost is expected to be recognized through September 2009.

NOTE 4 INVENTORIES, NET- Inventories at September 30, 2007 are summarized as follows (thousands):

Vehicles - conventional	$	187
Advanced transportation vehicles		906
Parts and supplies		664
Finished goods		665
		2,422
Less-inventory reserve		(541	)
	$	1,881

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NOTE 5 LICENSE AND DISTRIBUTION FEE

On April 19, 2004, ZAP entered into an Exclusive Purchase, License and Supply Agreement with Smart-Automobile LLC (“SA”), a California limited liability company, to distribute and manufacture Smart Cars. Smart is the brand name for a 3-cyclinder gas turbo engine car manufactured by Daimler Chrysler AG, which can achieve estimated fuel economy of 40 miles per gallon. SA is not affiliated with Daimler Chrysler, but is a direct importer.

Under the agreement, ZAP was SA’s exclusive distributor and licensee of the right to manufacture and distribute Smart cars in the United States and the non-exclusive distributor and licensee outside of the United States for a period of ten years. Subject to the terms of the agreement, ZAP was obligated to pay SA a license and distribution fee of $10,000,000: a $1 million payment in cash was made upon execution of the agreement, $1 million was payable in cash ratably commencing with the delivery of the first 1,000 Smart Cars, and $8 million was paid in ZAP preferred stock.

A more detailed agreement was signed and completed on October 25, 2004. Under this agreement, SA exchanged their original preferred shares for new preferred shares with the designation of SA. These SA preferred shares convert to ZAP common shares under the following formula: For every 1,000 Smart vehicles delivered to ZAP in the years 2004, 2005 and 2006 which are fully EPA compliant to sell in the United States as new cars, the holder shall convert 500 shares of preferred stock SA to $500,000 of common stock, and allow the holder to receive 505,000 warrants with an exercise price of $2.50 per share exercisable through July 1, 2009, or when all the preferred shares have been converted. During 2004, ZAP allowed SA to convert 500 preferred shares to $500,000 of common stock prior to delivering any EPA compliant Smart Cars.

The Company recorded the cost of the Smart Automobile license at $10.6 million, based on: 1) the $10 million the Company paid to SA as consideration for the Purchase, License and Supply Agreement dated April 19, 2004; and 2) the fair value of five-year warrants issued under the Agreement for the purchase of 505,000 common shares at $2.50 per share and expiring in July 1, 2009. The warrants were valued at $1.16 per share using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0.0%; risk free interest rate of 3.08%; contractual life of 4.5 years; and volatility of 229.43%.

In the fourth quarter of 2005, the Company filed a lawsuit against Daimler Chrysler Corporation (“Daimler Chrysler”) and others alleging that Daimler Chrysler has engaged in a series of anti-competitive tactics aimed at defaming ZAP and disrupting its third party relationships including this arrangement. Shortly thereafter, the Company commenced its annual impairment assessment. An independent valuation of the Smart Automobile license as of December 31, 2005 estimated the fair value to be $3.1 million with a remaining life of two years which was less than the $10.6 million recorded cost of the license. The carrying cost of the license was $8.8 million prior to the impairment calculation and accordingly, the Company recorded an impairment charge of $5.7 million for the year ended December 31, 2005. The valuation of the license was based on the Company’s discounted projected cash flows from projected sales of Smart Cars over the estimated life of the license agreement.

In June 2006, ZAP agreed in principle to amend its agreement with SA that was originally signed in April 2004. As a result, SA returned to ZAP all of the remaining preferred shares, or 7,500 preferred shares valued at $7.5 million, in exchange for, among other things, 300,000 common shares valued at $405,000 and one million warrants with an exercise price of $1.75 per share, valued at $950,000 using the Black-Scholes option pricing model. In addition, ZAP’s obligation to pay accrued license fees of $906,000 at June 30, 2006 was canceled. As a result, ZAP recorded a liability to SA of $7.1 million at June 30, 2006.

In September 2006, the Company further amended and renegotiated its agreement with SA for the Smart Car, due to the unavailability of Smart Cars and Daimler-Chrysler’s announcement to begin selling Smart Cars in the U.S. in 2008. This negotiation superseded all previous license and other distribution or asset agreements between ZAP and SA. The renegotiated agreement released ZAP from any remaining obligations to SA under its previous agreements and any liability to SA and resulted in the reversal of the $7.1 million liability owed and the corresponding recognition of $7.1 million in other income. The Company also recognized an impairment loss on the remaining value of the license with SA of approximately $2.2 million. Amortization expense of the license was $1,056,000 for the nine months ended September 30, 2006. As of September 30, 2007, the Company no longer distributes Smart Cars.

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NOTE 6 LONG-TERM DEBT

CONVERTIBLE SECURED NOTES

On December 5, 2006, when the market price of the Company’s common stock was $0.89 per share, the Company entered into a Securities Purchase Agreement with three institutional and accredited investors or purchasers pursuant to which the Company sold to the purchasers $1.5 million aggregate principal amount of 8% senior convertible notes due December 5, 2008 (the “Notes due 2008”) and warrants to purchase 450,000 shares of common stock of the Company (the “Initial Warrants”) in a private placement. The Notes due 2008 were originally convertible at $1.00 per share (the ”Conversion Price”) into 1,500,000 shares of the Company’s common stock, subject to anti-dilution and other adjustments. The Initial Warrants, each immediately exercisable and expiring on December 5, 2011, are exercisable at $1.10 per share, subject to anti-dilution and other adjustments.

On February 20, 2007, when the market price of the Company’s common stock was $1.08 per share, the Company entered into a Purchase and Amendment Agreement (the “Amendment”), amending the Securities Purchase Agreement entered into by the Company on December 5, 2006 (the “Original Agreement” and as amended by the Amendment, the “Agreement”), with several institutional and accredited investors or purchasers pursuant to which the Company sold to the purchasers $1.2 million aggregate principal amount of 8% senior convertible notes due February 2009 (the “Notes due 2009” and with the Notes due 2008, the “Notes”) and warrants to purchase 360,000 shares of the common stock of the Company (the “Additional Warrants” and with the Initial Warrants, the “Warrants”), in a private placement. The transaction closed on February 22, 2007 (the “February 2007 financing”). The Notes due 2009 were originally convertible at $1.00 per share into 1,200,000 shares of the Company’s common stock, subject to anti-dilution and other adjustments.

On April 30, 2007, the Company entered into Certificates of Adjustments to the Notes and Warrants (the “Adjustments”) to adjust certain provisions of the Notes and Warrants as a consequence of the declaration by the Company of a ten percent (10%) common stock dividend to common shareholders of record on February 15, 2007, payable February 28, 2007. As a result of the Adjustments, the conversion price of the Notes was reduced to $0.90 per share, the Initial Warrants were increased to 495,000 at an exercise price of $1.00 per share, and the Additional Warrants were increased to 396,000 at an exercise price of $1.20 per share.

On June 26, 2007, the Company entered into an Amendment Agreement (the “Second Amendment”) with the purchasers to adjust certain provisions of the Notes and Initial Warrants as a consequence of selling shares to a third party investor for per share consideration less than the conversion price of the Notes and exercise price of the Initial Warrants. As a result, the conversion price of the Notes was reduced to $0.72 per share convertible into 3,713,892 shares of common stock and the initial Warrants were increased to 594,001 at an exercise price of $0.80 per share. The Second Amendment also deferred the June and July 2007 payments of the principal due under the Notes to August 1, 2007, extended the filing deadline of the Registration Statement to July 9, 2007, reduced the number of shares required to be registered under the Agreement to 130% of the shares underlying the Notes and Warrants, and allowed for the inclusion of an aggregate of 4,490,630 additional shares of common stock in any registration statement filed by the Company in connection with the Agreement. In consideration for these modifications, the Company agreed to pay the purchasers liquidated damages, payable in 141,750 shares of common stock of the Company, and warrants to purchase an aggregate of 200,000 shares of common stock of the Company at an exercise price of $1.10 per share. The Company also agreed to include the shares and warrants issued pursuant to the Second Amendment in the registration statement required to be filed by the Company pursuant to the Agreement.

The Notes provide for anti-dilution adjustments of issuable shares and the conversion price should the Company issue common stock or common stock equivalents for a price less than the conversion price, on or prior to the later of 1) the earlier of (x) the date a registration statement is declared effective by the SEC and (y) the two year anniversary of the issue date and 2) the six month anniversary of the issue date. The Warrants provide for anti-dilution adjustments of the issuable shares and the exercise prices thereof should the Company issue common stock or common stock equivalents for a price less than the exercise price of the Warrants, on or prior to the later of 1) the earlier of (x) the date a registration statement is declared effective by the SEC and (y) the two year anniversary of the issue date and 2) the six month anniversary of the issue date. The anti-dilution provided by the Warrants calls for the exercise price of the Warrants to adjust to 110% of the price of any dilutive issuances, on a per share basis. After December 31, 2007 and if the daily volume weighted average price of its common stock is equal to or greater than the Forced Conversion Price (as defined) for 20 trading days occurring during any period of thirty consecutive trading days, the Company has the right to require the conversion of any unconverted Notes into shares of common

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stock. After December 31, 2007, and if the daily volume weighted average price of its common stock is equal to or greater than the $2.20 for 20 trading days occurring during any period of thirty consecutive trading days, the Company has the right to require the exercise of any unexercised Warrants into shares of common stock.

The Notes provide for quarterly interest to be paid in cash, or subject to certain conditions, by issuing shares of common stock. If the Company is eligible and elects to pay quarterly interest in stock, the price per share used to calculate the number of shares due for interest will be calculated by reducing the market price of the shares by 5% (as defined).

The Company will use the proceeds from the issuance of the Notes for general working capital purposes and to increase the capacity of its product distribution network.

Under terms of a registration rights agreement, the Company was obligated to file a registration statement within 90 days of the closing date of the sale of the Notes due 2008 for the resale of the shares of common stock underlying the Notes, the Warrants and any other shares issuable pursuant to the terms of the Notes or the Warrants and to cause the registration statement to become effective within 180 days of the closing date. The Company is also required to maintain the effectiveness of the registration statement until all shares have been sold or may be sold without a registration statement.

The Company filed the required registration statement on July 3, 2007, which became effective on October 2, 2007. If the Company issues additional common stock or common stock equivalents for a price less than the Conversion Price, on or prior to the later of 1) the earlier of (x) the date a registration statement is declared effective by the SEC and (y) the two year anniversary of the issue date and 2) the six month anniversary of the issue date of the Notes, the investors will have the right, but not the obligation, to participate in such issuance, upon the same terms as those offered, so that each Investor’s percentage ownership of the Company remains the same.

The Company paid fees of $40,000 related to the Notes. These cash fees have been recorded as deferred offering costs and are being amortized over the life of the Notes.

As discussed in Note 2, on January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) Emerging Issues Task Force (EITF) 00-19-2, “Accounting for Registration Payment Arrangements”. This FASB staff position addresses how to account for registration payment arrangements and clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other generally accepted accounting principles (GAAP) without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. Prior to the adoption of this FSP, the Company classified as a note derivative liability and as a warrant liability, financial instruments included in or issued in conjunction with our December 2006 financing, since the resale of the underlying shares issuable upon conversion of the notes and exercise of the warrants was required to be registered with the SEC, and the Company’s failure to file, and obtain and maintain the effectiveness of a registration statement would result in potential cash payments which were not capped. The Company’s adoption of this accounting pronouncement as of January 1, 2007 resulted in a reclassification of the note derivative liability to the note liability and the warrant liability to equity, and an adjustment to the note discount to reflect the allocated value of the warrant and a beneficial conversion feature, accreted to December 31, 2006, both calculated in accordance with EITF Nos. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,” and “EITF 00-27, “Application of Issue No. 98-5, to Certain Convertible Instruments.” The cumulative effect of this accounting change of $24,000 was credited to the opening accumulated deficit balance as of January 1, 2007.

The Company allocated the note proceeds of $1.5 million from the December 2006 financing between the fair value of the notes and the fair value of the warrants. The Company valued the warrants at $0.84 per share using the binomial option pricing model with the following assumptions: risk free interest rate of 4.39%; effective dividend rate of 0.00%; volatility of 142%; and expected term of 5 years. The relative fair value of the warrants is $303,000, which was recorded as a discount to the notes, with a corresponding credit to equity, or common stock. The Company determined that the proceeds allocated to the warrants should be treated as equity in accordance with the provisions of EITF 00-19 and FSP 00-19-2. The Company further determined that there was a beneficial conversion feature associated with the notes of $138,000, calculated as the difference between the fair value of the shares of common stock issuable upon conversion of the notes and the proceeds allocated to the notes. The Company recorded the amount of the beneficial conversion feature as an additional discount to the notes, with a corresponding credit to equity, or common stock. The aggregate amounts of the discounts to the notes was $441,000, which is being

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amortized to interest expense using the effective interest method prescribed by APB Opinion No. 21, “Interest on Receivables and Payables,” over the life of the notes. The effective interest rate of these notes is approximately 17.6% based on the stated interest rate, the amount of amortized discount, the amount of deferred offering costs attributable to the notes and their term.

In accordance with EITF 98-5 and EITF 00-27, the Company allocated the note proceeds of $1.2 million from the February 2007 financing between the fair value of the notes and the fair value of the warrants. The Company valued the warrants at $0.97 per share using the binomial option pricing model with the following assumptions: risk free interest rate of 4.69%; effective dividend rate of 0.00%; volatility of 140%, and expected term of 4 years. The relative fair value of the warrants is $272,000, which was recorded as a discount to the notes, with a corresponding credit to equity or common stock. The Company determined that the proceeds allocated to the warrants should be treated as equity in accordance with the provisions of EITF 00-19 and FSP 00-19-2. The Company further determined that there was a beneficial conversion feature associated with the notes of $368,000, calculated as the difference between the fair value of the shares of common stock issuable upon conversion of the notes and the proceeds allocated to the notes. The Company recorded the amount of the beneficial conversion feature as an additional discount to the notes, with a corresponding credit to equity, or common stock. The aggregate amounts of the discounts to the notes was $640,000, which is being amortized to interest expense using the effective interest method prescribed by APB Opinion No. 21, “Interest on Receivables and Payables,” over the life of the notes. The effective interest rate of these notes is approximately 46.7% based on the stated interest rate, the amount of amortized discount, the amount of deferred offering costs attributable to the notes and their term.

The Company was initially required to make monthly principal payments beginning on June 1, 2007, in twelve equal installments. However, the note-holders have extended the first payment to August 1, 2007, which was made by issuing common stock. The initial first two payments, which were deferred, have extended the maturity of the notes by two months. Under certain circumstances, the Company may make all or a portion of these principal payments with common stock. The Company may not issue its stock in payment of such principal at a price below the lower of $0.75 per share or the adjusted conversion price in effect. If the Company chooses to repay principal with common stock, it will be based on the lower of a 10% discount to the lowest daily volume weighted average price for any trading day among the immediately preceding ten consecutive trading days and the conversion price in effect on such principal payment date.

Scheduled annual maturities for this long-term debt for years ending after December 31, 2006 are as follows: $900,000 in 2007 (four months); and $1,575,000 in 2008.

The note agreements contain certain affirmative and restrictive covenants, including a covenant requiring the Company to file, and achieve and maintain the effectiveness of a registration statement. If the Company breaches any of the covenants and if, after receiving notice from note holders, does not, within a certain period of time, cure the breach, the note holders may call the loan, thereby requiring the payment of the principal balance of the notes plus a 20% penalty.

SECURED CONVERTIBLE DEBT

The Company also has a $2 million convertible note due in March 2025, with annual interest at 2% through March of 2005, and thereafter at the prime rate (as defined) plus 2%. Payments started on April 2005, at which time, the note is payable with equal principal and interest payments over the next 240 months. The note holder has the option to convert some or all of the unpaid principal and accrued interest to shares of ZAP’s common stock at $2.15 per share or an agreed upon conversion price (as defined). The note was issued in exchange for the purchase of the Company’s corporate headquarters and is secured by this property. The note has a balance of $1,829,000 at September 30, 2007. Scheduled annual maturities for this long-term debt for years ending after December 31, 2006 are as follows: $26,000 - 2007 (three months); $104,000 - 2008; $104,000 - 2009; $104,000 - 2010; $104,000 - 2011; and $1,387,000- thereafter.

NOTE 7 INCOME TAXES

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, or FIN 48, on January 1, 2007. Upon adoption of FIN 48, we commenced a review of our tax position taken in our tax returns that remain subject to examination. Based upon our review, we

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do not believe we have any unrecognized tax benefits or that there is a material impact on our financial condition or results of operations as a result of implementing FIN 48.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. We are subject to U.S. federal or state income tax examinations by tax authorities for all years in which we reported net operating losses that are being carried forward. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months.

We recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized for the period ended September 30, 2007.

NOTE 8 SHAREHOLDERS’ EQUITY

On June 20, 2005, ZAP received approval to list its common stock on the Archipelago Exchange (ArcaEx). This exchange was a facility of the Pacific Exchange (PCXE) and is the nation’s first totally open, all-electronic stock exchange. The Company changed its stock ticker symbol used on the ArcaEx from “ZAPZ” to “ZP” on July 7, 2005. On March 7, 2006, the ArcaEx merged with the New York Stock Exchange (the “NYSE”) creating the NYSE Arca electronic trading platform.

On October 31, 2006, ZAP received written notice that its common stock would be suspended from trading on the NYSE Arca effective at the market opening on November 8, 2006. This action was due to ZAP’s inability to satisfy the continued listing standards. On November 8, 2006, ZAP’s common stock was approved for quotation on the OTC Bulletin Board under the symbol “ZAAP.”

On November 9, 2006, ZAP’s Board of Directors approved a 10% stock dividend to be issued effective February 28, 2007, to all shareholders of record as of February 15, 2007. As a result of the stock dividend, approximately 3.9 million shares were issued to shareholders. The number of shares and income (loss) per share amounts included in these financial statements have been adjusted for all periods presented to reflect the stock dividend.

On January 25, 2007, the Board of Directors extended by five years through July 1, 2012, the expiration date of certain of the Company’s warrants, Series B through K. These warrants were issued for executive compensation and by the plan of reorganization. The exercise prices of the warrants were also revised from prices ranging from $1.00 to $8.00 to prices ranging from $1.00 to $1.20. As a result of the modification of the warrants, the Company determined the fair value of the warrants immediately prior to and after the modification. The incremental difference in value resulted in the recognition of $11.7 million in non-cash compensation expense during the first quarter of 2007.

During our annual meeting of shareholders held in July of 2007, an amendment to the Company’s Amended and Restated Articles of Incorporation was approved to increase the authorized common stock from 200 million to 400 million shares.

Preferred Stock

On June 19, 2006, Smart Automobile LLC returned to the Company all the remaining shares of preferred stock with a carrying value of $7.5 million in exchange for, among other things, 300,000 shares of common stock valued at approximately $405,000, and one million warrants with a strike price of $1.75 per share valued at approximately $950,000. See Note 5, License and Distribution Fee, for further discussion on this transaction.

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The Company’s shareholder equity activity for the nine months ended September 30, 2007 is summarized as follows: (in thousands)

	Common Shares		Amount
Balance at December 31, 2006		38,464	$	91,227

Issuances of Common Stock for:
Exercise of options and warrants for cash		245		145
Cash		843		900
Consulting and other services		837		876
Employee compensation		267		300
Stock dividend		3,962		—
		6,154		2,221
Stock Option and Warrant Transactions
Warrants issued to convertible debt holders				1,081
Fair value of warrants issued for consulting and other services				260
Fair value of options and warrants issued to employees				11,740
				13,081

Balance at March 31, 2007		44,618		106,529

Issuances of Common Stock for:
Exercise of options and warrants for cash		763		596
Employee compensation		57		60
Consulting and other services		509		535
Interest and penalties		142		139
		1,471		1,330
Stock Option and Warrant Transactions
Warrants issued to convertible debt holders		—		175
Fair value of options and warrants issued to employees		—		518
		—		693

Balance at June 30, 2007	46,089		108,552
Issuances of Common Stock for:
Asset purchase	58		56
Employee compensation	249		254
Consulting and other services	993		980
Principal payments on convertible debt	309		225
	1,609		1,515
Stock Option and Warrant Transactions
Fair value of options and warrants issued to employees	—		1,522
Balance at September 30, 2007	47,698	$	111,589

The Company issued common stock as consideration under agreements for consulting and employee services during the nine months ended September 30, 2007. The Company recorded the cost based on the market value of the stock at the date of grant. The cost of consulting services resulting from issuing stock and warrants and stock options is being recognized as expense over the term of their respective agreements.

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Stock issued as collateral is discussed in Note 2, “Stock Issued as Collateral,” and in Note 9, “Litigation, ‘ZAP v. International Monetary Group, Inc., a Delaware Corporation; Michael C. Sher dba the Law Offices of Michael C. Sher, Case No. SCV 240277.’”

The Company also issued options and warrants to consultants for professional services. During the three months ended March 31, 2007, the Company issued warrants to consultants to purchase 272,000 shares of common stock at prices ranging from $1.00 per share to $1.32 per share, with a contractual life ranging from 5 to 6 years. There were no warrants issued to consultants for the three month period ending on June 30, 2007. During the three months ended September 30, 2007, the Company issued warrants to consultants and directors to purchase 1,960,000 shares of common stock at prices ranging from $1.00 per share to $1.20 per share, with a contractual life of 5 years.

The options and warrants are nonforfeitable and fully vested at the date of issuance and were valued using the Black-Scholes option pricing model with the following range of assumptions:

	Low	High
Exercise price per share	$1.00	$1.32
Market price	$1.12	$1.15
Assumptions:
Expected dividend yield	0.0%	0.0%
Risk free rate of return	4.58%	4.64%
Expected life (contractual term)	5 years	6 years
Volatility	115.88%	120.97%
Fair market value	$0.89	$0.98

NOTE 9 LITIGATION

In the normal course of business, we may become involved in various legal proceedings. Except as stated below, we know of no pending or threatened legal proceeding to which we are or will be a party which, if successful, might result in a material adverse change in our business, properties or financial condition. However, as with most businesses, we are occasionally parties to lawsuits incidental to our business, none of which are anticipated to have a material adverse impact on our financial position, results of operations, liquidity or cash flows. The Company estimates the amount of potential exposure it may have with respect to litigation claims and assessments.

ZAP v. Daimler Chrysler AG, et al., Superior Court of California, County of Los Angeles, Case No. BC342211. On October 28, 2005, ZAP filed a complaint against Daimler Chrysler Corporation and others in the Los Angeles Superior Court. The complaint includes claims for intentional and negligent interference with prospective economic relations, trade libel, defamation, breach of contract - agreement to negotiate in good faith, breach of implied covenant of good faith and fair dealing, and unfair competition. The complaint alleges that Daimler Chrysler has engaged in a series of anti-competitive tactics aimed at defaming ZAP and disrupting its third-party business relationships. As a result of the allegations, the complaint requests damages in excess of $500 million and such other relief as the court deems just and proper. Daimler Chrysler has successfully filed a motion to quash that complaint for lack of personal jurisdiction, and the court’s ruling on that matter is in the process of being appealed. Two of the other defendants in the action, G&K Automotive Conversion, Inc. and The Defiance LLC, have filed a cross-complaint against ZAP in the Los Angeles Superior Court for, among other things, violations of Section 43(a) of the Lanham Act, statutory and common law unfair competition, and intentional and negligent interference with prospective economic advantage. ZAP has responded to the cross-complaint and denied engaging in any wrongful actions.

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compel arbitration, and on March 8, 2005, the court stayed the court proceeding pending arbitration. The RAP Group, Inc. filed a demand for arbitration with the American Arbitration Association (the “Association”) on April 7, 2005, but the parties later stipulated that the arbitration would proceed before JAMS. The Repo Outlet made a Code of Civil Procedure 998 offer to settle and have Dominguez dismiss the matter with prejudice for the sum of $1,001. Because Dominguez failed to timely respond to The Repo Outlet’s Section 998 offer, that offer expired on March 2, 2006. The Repo Outlet made another settlement offer of $1,857 to settle this matter as to both defendants on January 8, 2007, but this offer was rejected as plaintiff’s counsel seeks to recover all of his attorneys’ fees. Although the case was sent to arbitration before JAMS, and set for arbitration in February 2007, on January 9, 2007, The Repo Outlet informed the arbitrator and plaintiff’s counsel that it would be ceasing operations and its counsel would be withdrawing as attorneys of record. At a status conference on February 8, 2007, the court was informed that counsel for RAP Group had moved to withdraw for non-payment of fees. Since that time, Credit West has substituted its own counsel of record, and so RAP Group is no longer tendering a defense to Credit West. On April 4, plaintiff Dominguez filed with the Court a Request for Entry of Default Judgment against RAP Group. On May 2, 2007, the Court granted Donahue Gallagher Woods LLP’s motion to withdraw as counsel of record. Thus, RAP Group is currently unrepresented by counsel in this matter.

ZAP v. Norm Alvis, et al., Superior Court of California, County of Sonoma, Case No. SCV-238419, complaint filed March 27, 2006. Mr. Alvis was engaged by the Company and Rotoblock Corporation (“Rotoblock”) as a consultant to perform public relations work on behalf of the Company and Rotoblock. As consideration for Mr. Alvis’ consent to the contract with the Company, the Company provided Mr. Alvis with use of a motor home worth approximately $306,000. The Company then sued Mr. Alvis, claiming he failed to perform his obligations under the contract and refused to return the consideration he received therefore (i.e. the motor home). The Company is seeking either the return of the motor home or $500,000 in damages. Mr. Alvis initially did not respond to the complaint, which prompted the Company to take his default on May 9, 2006. The court then entered a default judgment on May 16, 2006, on which date the Company obtained a writ of possession allowing it to reclaim possession of the disputed motor home. On June 18, 2006, Mr. Alvis moved the court to set aside the default and default judgment and to vacate its order authorizing issuance of the writ of possession. The court agreed to set aside the default judgments, but it left intact the writ of possession. The court also required Mr. Alvis to pay the Company $1,000 as compensation for forcing the Company to initially take his default. Mr. Alvis has paid the Company the required $1,000. Mr. Alvis then filed (1) an answer denying the Company’s allegations, and (2) a cross-claim against the Company, Steve Schneider in his individual capacity, and Rotoblock, alleging two counts of breach of contract, one common count of work, labor, and services received, and one count of fraud. All of Mr. Alvis’ claims relate to the two contracts he executed with the Company and Rotoblock. Mr. Alvis claims he provided services to the Company and Rotoblock pursuant to these contracts but received no consideration in exchange therefore. For the fraud claim, the defendant claims the Company and Schneider executed the contracts with no intent to perform. Mr. Alvis has prayed for damages of $2,000,000, interest according to proof, punitive damages, and an order directing the Company to perfect title to the motor home. Mr. Alvis then moved the court to quash the writ of possession. On November 2, 2006, the court denied this motion, although it did require the Company to post a $300,000 bond to enforce the writ. The Company has not yet posted that bond, and consequently Mr. Alvis has threatened to move to revoke the writ. The Company, Rotoblock and Schneider then demurred to the cross-complaint, and Alvis responded by filing an amended cross-complaint. The first amended cross-complaint again seeks breach of contract and common count damages against the Company and Rotoblock, as well as fraud damages against the Company and Schneider. The Company and Schneider answered the first amended cross-complaint with general denials; Rotoblock responded by filing a second demurrer in which it has alleged it was an improperly named party. The hearing on Rotoblock’s demurrer was heard on March 21, 2007, at which time the demurrer was denied. Rotoblock intends to file an answer to the amended cross-compliant with general denials. Counsel has given notice of the claims against Schneider to the Company’s D&O insurer, which has acknowledged receipt of the notice. Mr. Alvis has filed a motion to “recall” the writ of possession for which the court authorized issuance respecting the disputed motor home currently in Mr. Alvis’ possession. The hearing on that motion was heard on July 25, 2007, at which time Mr. Alvis’ motion was denied. The parties then confirmed, on the record in court, the original order granting ZAP the writ of possession, including ZAP’s ability to post the $300,000 bond at any time during the pendency of the suit. In the meantime, discovery is on-going, and the parties are discussing mediation and attempting to schedule the same. The next case conference has now been continued until January 10, 2008.

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Robert Chauvin; Mary Chauvin; Rajun Cajun, Inc. dba ZAP of Carson City, dba ZAP of Reno, dba ZAP of Sparks (“RobertChauvin, et al.”) v. Voltage Vehicles; ZAP; ZAP Power Systems Inc.; ZAPWORLDCOM; Elliot Winfield; Steven Schneider; Phillip Terrazzi; Max Scheder-Breschin; Renay Cude; [sic] and Does I-XX, Second Judicial District Court State of Nevada, County of Washoe, Case No. CV06 02767. On November 17, 2006, Robert Chauvin, et al. filed a complaint alleging breach of contract, breach of the covenant of good faith and fair dealing, breach of warranties, fraud/misrepresentation, negligent misrepresentation, quantum merit or unjust enrichment, civil conspiracy, violation of Security [sic] and Exchange Act/federal securities law, and deceptive trade practices, pursuant to a License Agreement (for a distribution license) entered into between Rajun Cajun, Inc. dba ZAP of Carson City, dba ZAP of Reno, dba ZAP of Sparks (“Rajun Cajun”) and Voltage Vehicles. The complaint seeks general damages in an amount in excess of $10,000, special damages in an amount in excess of $10,000, punitive damages in an amount in excess of $10,000, attorneys’ fees and cost of suit, for judgment in an amount equal to treble actual damages, and recession in the amounts of $397,900 and $120,000. On January 19, 2007, defendants Voltage Vehicles and ZAP filed a Motion to Dismiss on the grounds that the License Agreement entered into between Rajun Cajun and Voltage contains a forum selection clause designating Sonoma County, State of California as the only appropriate forum. The court granted that Motion on April 13, 2007. In its order on that motion, the court also found that all other motions pending in the Nevada court in this matter are now moot. (As of that time, the following motions were still pending: (1) Chauvin, et al.’s Notices of Intent to Take Default against two of the named corporate defendants and against the individual defendants, except Renay Cude; (2) a Motion to Quash Service of Process or Alternatively for Dismissal by each of the individual defendants and both of the defunct corporate defendants; and (3) Chauvin, et al.’s Motion for Publication of Summons against the named individual defendants.)

Voltage Vehicles v. Rajun Cajun, et al., Superior Court of California, County of Sonoma, Case No. SCV 240179, filed February 9, 2007. (This suit is related to the Nevada case of Robert Chauvin, et al. v. Voltage Vehicles, et al. discussed immediately above.) In its complaint, Voltage Vehicles requests Declaratory Relief against Rajun Cajun, asking the Court to declare that the License Agreement between those two parties does not grant Rajun Cajun an exclusive dealership in northern Nevada to distribute Voltage Vehicle products and that Voltage Vehicles has performed its obligations under the License Agreement. On May 24, 2007, Rajun Cajun filed a cross-complaint in substantially the same form as the Complaint filed in Nevada, alleging breach of contract, breach of the covenant of the good faith, etc. The cross-complaint seeks general damages in an amount in excess of $25,000, special damages in an amount in excess of $25,000, punitive damages in an amount in excess of $25,000, attorneys’ fees and cost of suit, for judgment in the amount equal to treble actual damages, and rescission in the amounts of $397,900 and $120,000, plus interest. Cross-Defendants intend to vigorously defend against the claims set forth in the Cross-Complaint and so, on August 22, 2007, Cross-Defendants filed both a special demurrer for abatement to prohibit Cross-Complainants from maintaining a cross-complaint and a demurrer to the Cross-Complaint itself. A hearing on those demurrers is currently set for November 14, 2007, but the parties have filed a stipulation with the court to reschedule that hearing to December 12, 2007. The parties are now simply awaiting the court’s approval of that stipulation. At the case management conference held on October 24, 2007, Cross-Complainants indicated that they would be filing an amended Cross-Complaint, but the Cross-Defendants have not been served with any such document. The next case management conference is scheduled for January 23, 2008. In the meantime, discovery is ongoing.

ZAP v. International Monetary Group,(Patrick J Harrington President and CEO) Inc., a Delaware corporation; Michael C. Sher dba the Law Offices of Michael C. Sher, Case No. SCV 240277, complaint filed March 1, 2007 in Sonoma County Superior Court. ZAP sued International Monetary Group (“IMG”) whose President and CEO is Patrick D. Harrington and Michael Sher for declaratory relief, rescission, and breach of contract. ZAP had entered into an agreement with IMG, a merchant banking company, to procure financing, and ZAP alleges that IMG, contrary to the parties’ agreement, is seeking to enforce a $500,000 promissory note. ZAP also alleges that IMG and Sher have taken $12,500 and 10,000 shares of ZAP common stock that they held in trust for ZAP without authorization. ZAP also alleges that IMG and Sher continue to hold 1,291,176 shares of ZAP stock that was supposed to have been used as collateral for a $1 million loan to be procured by IMG and Sher that never materialized.

An Amended Complaint was filed October 11, 2007. The Amended Complaint alleges that ZAP and International Monetary Group (“IMG”) entered into a consulting agreement whereby IMG was advanced 750,000 shares of ZAP stock as pre-payment for consulting services. ZAP alleges that IMG failed to perform the services as contemplated and asks the court (a) to declare the parties’ respective rights and duties under the consulting agreement and (b) for damages

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for IMG’s breach of the consulting agreement. The Amended Complaint also alleges that ZAP, IMG, and Michael Scher (“Scher”) entered into a funding agreement whereby ZAP advanced 1,291,176 shares of ZAP stock to the defendants, which stock defendants were to use to procure $1 million in financing for ZAP. ZAP alleges that defendants failed to procure the financing yet have continued to retain the stock. The Amended Complaint asks the court (a) to declare the parties rights and duties under the funding agreement and (b) for damages for defendants’ breach of the agreement. The Amended Complaint also asks the court to declare whether or not IMG may enforce a $500,000 promissory note against ZAP. Defendants’ response to the Amended Complaint is due November 15, 2007 and a case management conference is scheduled for November 28, 2007. The parties believe they may have reached a settlement; however, no definitive agreement has been signed as of November 13, 2007. Management has recorded an estimated liability for any potential exposure related to this transaction, which is included in the accompanying consolidated balance sheet. In addition, management believes that the ultimate resolution of this claim will not have a material adverse effect on our consolidated financial position or on results of operations.

NOTE 10 RELATED PARTY TRANSACTIONS

Consulting Agreement

On September 1, 2007, the Company and Mr. Albert Lam, who became a director of the Company, in October 2007 entered into an Independent Consulting Agreement (“Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Lam was to consult and advise the Company in the areas of Chinese manufacturing, facilities, tooling, financing, and contract negotiations on an independent consultant basis. Mr. Lam’s compensation under the Consulting Agreement was: 200,000 shares of the Company’s common stock valued at $194,000, issued under the Company’s 2007 Consultant Stock Plan (the “Plan”); a warrant to purchase 200,000 shares of the Company’s common stock valued at $131,000, expiring five years after grant, with an exercise price of $1.00 per share, issued under the Plan; and a warrant to purchase 1,000,000 shares of the Company’s common stock valued at $654,000, expiring five years after grant, with an exercise price of $1.00 per share and a net exercise provision.

The Consulting Agreement expired on September 30, 2007, and expense totaling $979,000 related to the consulting agreement was recorded in the third quarter of 2007.

On October 22, 2007, the Board of Directors (“Board”) of ZAP (“Company”) appointed Albert Lam as a director of the Company.

Rental agreements

The Company rents office space, land and warehouse space from Mr. Steven Schneider, its CEO and major shareholder. These properties are used to operate the car outlet and to store inventory. Rental expense under these rentals was approximately $63,000 and $108,500 for the nine months ended September 30, 2007 and 2006, respectively.

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Note 11 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

	Nine Months Ended
	September 30, (in thousands)
	2007		2006
Cash paid during the period for interest	$	39	$	41
Cash paid during the period for income taxes	$	4	$	4
Non-cash investing and financing activities:
Stock and warrants issued for:
Partial settlement of preferred stock liability	$	—	$	1,354
Settlement of warrant liability	$	—	$	568
Purchase of fixed assets	$	56		—
Re-payment of 8% Senior debt	$	225	$	—

NOTE 12 COMMITMENTS

Distribution Agreement

In May of 2007, ZAP signed a distribution agreement with PML FlightLink Limited (“PML”) for the purchase of an advanced propriety wheel motor and control system. ZAP received the exclusive rights to use this system in its current and future product line. In conjunction with the agreement with PML, ZAP has committed to an initial order of approximately $10 million in PML wheel motors, subject to terms and conditions agreed on by the parties.

China Joint Venture

On September 17, 2007, ZAP entered into a shareholders’ agreement to form a joint venture with Youngman Automobile Co., Ltd. (“Youngman”) also known as Youngman Automotive Group, a leading maker of luxury motor coaches and high-quality commercial trucks in China. ZAP and Youngman have agreed to pursue the joint venture under EV Holdings Limited, a newly formed corporation based in Hong Kong (“EV Holdings”).

Under the agreement, ZAP and Youngman will jointly pursue the manufacture, marketing and distribution of electric and hybrid vehicles for the worldwide passenger car, truck and bus markets. The joint venture, EV Holdings, will also focus on the development and manufacturing of electric charging infrastructure. The joint venture partners have agreed to invest a total of $100 million into the new joint venture by December 31, 2008 (Zap to invest $49 million and Youngman to invest $51 million). The agreement also provides that Youngman shall have rights to control the manufacturing of products licensed by EV Holdings, and that EV Holdings will sell its products to ZAP and Youngman for resale within exclusive territories worldwide.

Albert Lam, currently the CEO of Lotus Engineering and a Director of ZAP as of October 22, 2007, has been appointed by the Company and Youngman to serve as Chairman of the Board of Directors of EV Holdings, which shall initially consist of three directors. ZAP CEO Steven Schneider also agreed to serve as a director on the board, and a third director shall be selected and appointed by Youngman.

The shareholders agreement for EV Holdings provides that the company will reserve shares for future grant to key employees, on terms to be set from time to time by its board of directors. The shareholders agreement may be terminated by either ZAP or Youngman with 90 days advance notice if the other party materially breaches the agreement, liquidates, or undergoes a change of corporate control.

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NOTE 13 SUBSEQUENT EVENTS

In November of 2007, we received $5 million from the issuance of 5,813,954 shares of our common stock to Al YOUSUF LLC.

In October and November 2007, the note holders of the Senior Convertible notes have converted approximately $1.6 million of principal payments into 2.3 million shares of ZAP common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

THIS QUARTERLY REPORT OF FORM 10-QSB, INCLUDING THE FOLLOWING MANAGEMENT’S DISCUSSION AND ANALYSIS, AND OTHER REPORTS FILED BY THE REGISTRANT FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE “FILINGS”) CONTAIN FORWARD-LOOKING STATEMENTS WHICH ARE INTENDED TO CONVEY OUR EXPECTATIONS OR PREDICTIONS REGARDING THE OCCURRENCE OF POSSIBLE FUTURE EVENTS OR THE EXISTENCE OF TRENDS AND FACTORS THAT MAY IMPACT OUR FUTURE PLANS AND OPERATING RESULTS. THESE FORWARD-LOOKING STATEMENTS ARE DERIVED, IN PART, FROM VARIOUS ASSUMPTIONS AND ANALYSES WE HAVE MADE IN THE CONTEXT OF OUR CURRENT BUSINESS PLAN AND INFORMATION CURRENTLY AVAILABLE TO US AND IN LIGHT OF OUR EXPERIENCE AND PERCEPTIONS OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE DEVELOPMENTS AND OTHER FACTORS WE BELIEVE TO BE APPROPRIATE IN THE CIRCUMSTANCES. YOU CAN GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS THROUGH WORDS AND PHRASES SUCH AS “SEEK”, “ANTICIPATE”, “BELIEVE”, “ESTIMATE”, “EXPECT”, “INTEND”, “PLAN”, “BUDGET”, “PROJECT”, “MAY BE”, “MAY CONTINUE”, “MAY LIKELY RESULT”, AND SIMILAR EXPRESSIONS. WHEN READING ANY FORWARD-LOOKING STATEMENT YOU SHOULD REMAIN MINDFUL THAT ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE PERFORMANCE OF OUR COMPANY, AND ARE SUBJECT TO RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO OUR INDUSTRY AND RESULTS OF OPERATIONS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING FACTORS:

WHETHER THE ALTERNATIVE ENERGY AND GAS-EFFICIENT VEHICLE MARKET FOR OUR PRODUCTS CONTINUES TO GROW AND, IF IT DOES, THE PACE AT WHICH IT MAY GROW;

OUR ABILITY TO ATTRACT AND RETAIN THE PERSONNEL QUALIFIED TO IMPLEMENT OUR GROWTH STRATEGIES,

OUR ABILITY TO OBTAIN APPROVAL FROM GOVERNMENT AUTHORITIES FOR OUR PRODUCTS;

OUR ABILITY TO PROTECT THE PATENTS ON OUR PROPRIETARY TECHNOLOGY;

OUR ABILITY TO FUND OUR SHORT-TERM AND LONG-TERM FINANCING NEEDS;

OUR ABILITY TO COMPETE AGAINST LARGE COMPETITORS IN A RAPIDLY CHANGING MARKET FOR ELECTRIC AND GAS-EFFICIENT VEHICLES;

CHANGES IN OUR BUSINESS PLAN AND CORPORATE STRATEGIES; AND

OTHER RISKS AND UNCERTAINTIES DISCUSSED IN GREATER DETAIL IN VARIOUS SECTIONS OF THIS REPORT, PARTICULARLY THE SECTION CAPTIONED “RISK FACTORS.”

SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

EACH FORWARD-LOOKING STATEMENT SHOULD BE READ IN CONTEXT WITH, AND WITH AN UNDERSTANDING OF, THE VARIOUS OTHER DISCLOSURES CONCERNING OUR COMPANY AND OUR BUSINESS MADE IN OUR FILINGS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENT AS A PREDICTION OF ACTUAL RESULTS OR DEVELOPMENTS. WE ARE NOT OBLIGATED TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT

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CONTAINED IN THIS REPORT TO REFLECT NEW EVENTS OR CIRCUMSTANCES UNLESS AND TO THE EXTENT REQUIRED BY APPLICABLE LAW.

In this quarterly report on Form 10-QSB the terms “ZAP,” “Company,” “we,” “us” and “our” refer to ZAP and its subsidiaries.

Overview

ZAP was incorporated under the laws of the State of California, on September 23, 1994, as “ZAP Power Systems.” The name of the Company was changed to “ZAPWORLD.COM” on May 16, 1999 in order to increase our visibility in the world of electronic commerce. We subsequently changed our name to ZAP on June 18, 2001 in order to reflect our growth and entry into larger, more traditional markets. Our principal executive offices are located at 501 Fourth Street Santa Rosa, California, 95401. Our telephone number is (707) 525-8658. Our website is www.zapworld.com. Please refer to it for further information on ZAP.

Today, ZAP is renewing its focus as a pioneer at the forefront of advanced transportation technologies. The Company has established an automotive portal to distribute vehicles to offer consumers, fleet and other stakeholders product that better address social responsibility and environmental sustainability than is being offered by the traditional automobile manufacturers. Through this portal, and the continued establishment of partnerships with select manufacturers, ZAP intends to play a small part in building awareness of the evolving technologies available for automotive transportation and in reducing our nation’s dependency on foreign oil. To complement the efforts of its automotive portal, ZAP is also aggressively upgrading and expanding its traditional consumer products, incorporating new motor, drive control and battery technologies and solidifying its advance energy solutions through a new portable energy line of products. We market many forms of advanced transportation vehicles, including electric automobiles, fuel-efficient vehicles, motorcycles, bicycles, scooters, neighborhood electric vehicles and all terrain vehicles. We market products designed solely by us, as well as products we design together with other companies. Most of our products are manufactured in China. Our automobiles are assembled outside of the United States, but made to comply with United States laws. The Smart Car Americanized by ZAP is manufactured and made compliant for sale in the United States by a registered importer. As of September 30, 2006, the company no longer distributes the Smart Car Americanized by ZAP due to the unavailability of Smart Cars. In June 2006 we began delivery of our Xebra, the only full production electric vehicle available in the United States capable of speeds in excess of 40 miles per hour. Our automobile products require registration with state vehicle registration departments and must be sold through licensed dealers, while our consumer vehicles can be sold directly to consumers without registration.

Our automobile vehicles are subject to environmental and safety compliance with various Federal and State governmental regulations, including regulations promulgated by the Environmental Protection Agency, National Highway Traffic Safety Administration and Air Resource Board of the State of California (CARB). The costs of these compliance activities can be substantial.

In summary, ZAP is a one-stop portal for quality, affordable advanced automotive technologies, and our goal is to become the largest and most complete distribution portal in the United States for advanced technology vehicles. We are focused on creating a distribution channel for our automobile and consumer products by establishing qualified automobile-dealers and developing relationships with specialty dealers throughout the United States. We currently market and sell our automobile products through qualified automotive dealers, including our subsidiary, Voltage Vehicles. We currently market and sell our consumer products directly to consumers through our Internet Web site, independent dealers and representatives, retail outlets, as well as through our qualified automobile dealers. We continue to develop new products independently and through development and acquisition agreements with companies and manufacturers, and by the purchase of products manufactured to our specifications. We have grown from a single product line to a full product line of electric vehicle and advanced transportation products.

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Subsidiaries

We have the following wholly owned subsidiaries: Voltage Vehicles, a Nevada company (“Voltage Vehicles”), ZAP Rental Outlet, a Nevada company (“ZAP Rentals”), ZAP Stores, Inc., a California company (“ZAP Stores”), ZAP Manufacturing, Inc., a Nevada company (“ZAP Manufacturing”) and ZAP World Outlet, Inc., a California company (“ZAP World”). Voltage Vehicles is engaged primarily in the distribution and sale of advanced technology through Voltage Vehicles dealers. The Company also operates a retail vehicle outlet in Santa Rosa to distribute advanced technology vehicles and some conventional gas automobiles. ZAP Stores is engaged primarily in consumer sales of ZAP products and ZAP Manufacturing is engaged primarily in the distribution of ZAP products. ZAP World Outlet and ZAP Rental Outlet are not currently operating subsidiaries.

Recent Developments

Some of the noteworthy events for the Company that occurred during 2007 and through the date of this report are as follows:

1.	In November we received $5 million from the issuance of common stock in a private placement to a qualified investor.

We signed a joint venture agreement with Youngman Automotive Group, China’s number one luxury motor coach and high-quality commercial truck manufacturer, to manufacture, market and distribute electric and hybrid vehicles for the passenger car, truck and bus markets. See Note 12, “China Joint Venture” of the notes to the interim unaudited condensed consolidated financial statements for further description of this agreement.

During the third quarter we received orders for over 50,000 units of our Recharge-It-All line of rechargeable lithium battery storage devices. ZAP’s Recharge-It-All line is a unique rechargeable battery system that can provide a portable power source for almost any kind of mobile electronic device, from cell phones, to digital cameras, to laptops. More than just a battery, Recharge-It-All can automatically sense and deliver the appropriate voltage for a range of power settings.

We also signed an agreement for the purchase of an advanced wheel motor from PML FlightLink Limited for the PML wheel motor technology, which we expect to play a key role in the development of next generation electric vehicles being developed with Lotus Engineering. See Note 12 “Distribution Agreement” of the notes to the interim unaudited condensed consolidated financial statements for further description of this agreement.

5.	We signed an agreement with Coca-Cola’s Latin America subsidiary, Montevideo Refrescos Sociedad SA (Monresa). The contract is a purchase and service agreement for ZAP XEBRA® trucks. The first container of ZAP trucks is in transit from China and more details are expected to be announced with the rollout of the business model between ZAP and Coca-Cola.

6.	We are now developing a new electric vehicle that is affordable for consumers. With a targeted price of $30,000, the technology for the new vehicle is similar to that of an electric SUV concept announced earlier this year called ZAP-Alias, but will be available sooner.

7.	We have been allowed a patent and trademark for the ZAP XEBRA® city-speed electric car and truck from the United States Patent and Trademark Office. Over 500 Xebra trucks and sedans have been delivered through September 30, 2007.

To help mitigate pollution and traffic congestion, Chile’s largest power company, CHILECTRA, will allow its customers to use their monthly utility bill to finance the purchase of electric bicycles, scooters, mopeds and other vehicles from us. As part of the program, CHILECTRA has signed an exclusive agreement with ZAP to distribute its full-line of electric transportation in Chile.

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Results of Operations

The following table sets forth, as a percentage of net sales, certain items included in the Company’s Statements of Operations (see Financial Statements and Notes) for the periods indicated:

	Three months ended September 30,						Nine months ended September 30,

Statements of Operations Data:	2007			2006			2007			2006
Net sales		100	%		100	%		100	%		100	%
Cost of sales		73.1			95.6			82.2			91.7
Operating expenses		201.4			260.0			479.7			135.0
Loss from operations		(174.5	)		(225.6	)		(461.9	)		(126.6	)
Net income (loss)		(185.4	)		11.59			(480.0	)		(56.2	)

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

Net sales for the quarter ended September 30, 2007 were $2 million compared to $2.6 million for the period ended September 30, 2006. Sales of vehicles were $ 1.1 million in 2007 versus $2.3 million in 2006. The difference was primarily due to the decrease in sales of the Smart Cars Americanized by ZAP in 2007. The Company decided in September 2006 to no longer distribute the vehicles due to the conflict with Daimler Chrysler because the supply was uncertain. The Company had to initiate new market strategies, and was forced to close down Smart only dealers and to convert some Smart dealers to XEBRA dealers and to train all dealers in the sales and service of electric vehicles. During the quarter ended September 30, 2007, the Company had approximately $660,000 in Xebra sales, as compared to $630,000 during the same period in 2006. Sales of the new portable energy product line accounted for approximately $731,000 of the net sales for the third quarter of 2007.

Gross profit increased by $428,000 from $115,000 for the third quarter ended September 30, 2006 to $543,000 for the quarter ended September 30, 2007. The major reason for the increase was the sales of the new portable energy product line which has greater profit margins.

Sales and marketing expenses increased by $149,000 from $370,000 for the quarter ended September 30, 2006 to $519,000 for the quarter ended September 30, 2007. As a percentage of sales, it represents an increase from 14% to 26%. The increase was primarily due to greater marketing and promotion expenses for the Xebras and portable energy product lines during the third quarter of 2007.

General and administrative expenses decreased by $622,000 from $4.1 million for the quarter ended September 30, 2006 to $3.5 million in 2007. The reason for the decrease was due to less consulting and professional fees with no amortization of the terminated license agreement which were settled in 2006.

Research and development expenses of $23,000 in 2007 were due to the purchase of various scooter prototypes for evaluation of future product model introductions.

Interest expense, net increased from an expense of $17,000 in third quarter 2006 to an expense of $210,000 in third quarter of 2007. The increase was due to interest paid in connection with the senior convertible debt that was issued in late 2006 and early 2007.

Net Loss for the quarter ended September 30, 2007 was $3.7 million compared to net income of $305,000 for the third quarter of 2006. This is primarily due to the gain on settlement of the Smart Auto liability in 2006.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Net sales for the nine months ended September 30, 2007, were $4.6 million compared to $9.9 million for the nine months ended September 30, 2006. The decrease was due to less sales of Smart Cars Americanized by ZAP (as

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discussed in the quarterly explanation above). During the nine months ended September 30, 2007, the Company had approximately $2.0 million in Xebra sales, as compared to $754,000 for the first nine months of 2006. Sales of the new product line of portable energy accounted for approximately $800,000 of the net sales for the nine months ended September 30, 2007.

Gross profit decreased by $14,000 from $827,000 in 2006 to $813,000 for the nine months ended September 30, 2007. The major reason for the decrease was due to less vehicle unit sales in 2007, primarily as the result of the discontinuance in September of 2006 of the Smart Automobile Americanized by ZAP, partially offset by sales of the new portable energy product line, which has greater profit margins than the Smart Cars.

Sales and marketing expenses in the first nine months of 2007 increased by $180,000 from $974,000 in 2006 to $1.2 million in 2007. The increase was primarily due to greater marketing and promotion expenses for the Xebras and portable energy product lines during the third quarter of 2007.

General and administrative expenses increased by $10.2 million from $10.1 million in 2006 to $20.3 million in 2007. The primary increase was due to non-cash expenses of $11.7 million to account for the modification and extension of certain expiring warrants that were issued to shareholders pursuant to the plan of reorganization in June of 2002 and also to current ZAP employees for compensation purposes. The warrants were extended by five years until July 2012 with the exercise prices also adjusted. The aforementioned increase also included expensing of stock options in accordance with SFAS123R, which was offset by lower expenses in 2007 as compared to 2006 related to professional fees and amortization for previously terminated licenses agreements.

Research and development expenses of $412,000 in 2007 were primarily for the Company’s investment in a project with Lotus Engineering to develop a new electric car based on the APX (Aluminum Performance Crossover) concept, which showcases Lotus Engineering’s Versatile Vehicle Architecture technology. The vehicle, the ZAPX, will be a production-ready electric all-wheel drive crossover high performance vehicle for ZAP in the USA market.

Additionally, we purchased various scooter prototypes in 2007 for evaluation of future model introductions.

Interest expense, net increased by $784,000 from an interest expense of $26,000 for the first nine months of 2006 to interest expense of $810,000 in the nine months ended September 30, 2007. The increase was due to interest and the amortization of the discounts in connection with the senior convertible debt that was issued in late 2006 and early 2007.

Net Loss was $21.9 million for the nine months ended September 30, 2007 as compared to a net loss of $5.2 million for period ended September 30, 2006. The additional losses in 2007 were primarily due to the modification and extension of certain expiring warrants that were issued by the Company to selected shareholders and current ZAP employees, offset by the gain on settlement of the Smart Auto liability of $7.1 million recorded during the nine months ended September 30, 2006.

Liquidity and Capital Resources

In the first nine months of 2007, net cash used for operating activities was $4.1 million. In the first nine months of 2006, the Company used cash for operations of $3.3 million. Cash used in the first nine months of 2007 was comprised of the net loss incurred for the first nine months of $21.9 million, offset by non-cash expenses of $18.2 million and the net change in operating assets and liabilities of $458,000. Cash used in operations of $3.3 million in the first nine months of 2006 was comprised of the net loss of $5.2 million plus net non-cash expenses of $2.1 million, and the net change in operating assets and liabilities of $264,000.

Investing activities used cash of $20,000 and $351,000 in the first nine months ended September 30, 2007 and 2006, respectively.

Financing activities provided cash of $2.7 million and $2.5 million during the first nine months ended September 30, 2007 and 2006, respectively.

The Company had cash and cash equivalents of $739,000 at September 30, 2007 as compared to $306,000 at September 30, 2006. The Company had a working capital deficit of $1.5 million at September 30, 2007 as compared to working capital of $638,000 at September 30, 2006.

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In October and November 2007, the Senior Convertible note holders have converted approximately $1.6 million of the notes into ZAP common stock.

In November we received $5 million from the issuance of common stock in a private placement to a qualified investor.

We do not have a bank operating line of credit, and there can be no assurance that any required or desired financing will be available through bank borrowings, debt or equity offerings, or otherwise, on acceptable terms. If future financing requirements are satisfied through the issuance of equity securities, investors may experience significant dilution in the net book value per share of common stock, and there is no guarantee that a market will exist for the sale of the Company’s shares.

At present, the Company needs additional capital to continue expanding its current operations. The Company’s primary capital needs are: (i) to purchase Xebra™ vehicles, both sedan and utility trucks from ZAP’s Chinese partner to fulfill the increasing demand for 100% electric vehicles in the United States, and (ii) to continue building our dealer network and expanding ZAP’s market initiatives. ZAP also requires financing to purchase consumer product inventory for the continued roll-out of new products, to add qualified sales and professional staff to execute on ZAP’s business plan, and to expand ZAP’s efforts in the research and development of advanced technology vehicles, such as the ethanol-driven OBVIO! Automobiles, the new ZAP Alias, and ZAP-X program and other fuel efficient vehicles.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

The Company records revenues only upon the occurrence of all of the following conditions:

-The Company has received a binding purchase order or similar commitment from the customer or distributor authorized by a representative empowered to commit the purchaser (evidence of a sale);

-The purchase price has been fixed, based on the terms of the purchase order;

-The Company has delivered the product from its distribution center to a common carrier acceptable to the purchaser. The Company’s customary shipping terms are FOB shipping point; and

-The Company deems the collection of the amount invoiced probable.

The Company provides no price protection. Product sales are net of promotional discounts, rebates and return allowances.

The Company does not recognize sales taxes collected from customers as revenue.

Allowance for Doubtful Accounts

The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company records an allowance for doubtful accounts receivable for credit losses at the end of each period based on an analysis of individual aged accounts receivable balances. As a result of this analysis, the Company believes that its allowance for doubtful accounts is adequate at September 30, 2007 and 2006, respectively. If the financial condition of the Company’s customers should deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventory Valuation

We adjust the value of our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions and development of new products by our competitors. Inventories consist primarily of vehicles, both gas and electric, parts and supplies, and finished goods, and are carried at the lower of cost (first-in, first-out method) or market.

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Deferred Tax Asset Realization

We record a full valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.

Classification of Financial Instruments with Characteristics of both Liability and Equity

We account for financial instruments that we have issued and that have characteristics of both liability and equity in accordance with SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 specifies that mandatory redeemable financial instruments are to be recorded as liabilities unless the redemption is required to occur upon the liquidation or termination of the issuer. SFAS No. 150 also specifies that a financial instrument that embodies a conditional obligation that an issuer may settle by issuing a variable number of its equity shares is to be classified as a liability if, at inception, the value of the obligation is based solely or predominantly on variations inversely related to changes in the fair value of the issuer’s equity shares. Should a financial instrument not be classified as a liability under the provisions of SFAS No. 150, we further apply the criteria in Emerging Issues Task Force (EITF) Issue No. 00-19, Accountingfor Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, which enumerates additional criteria to determine the appropriate classification as liability or equity. We also evaluate the anti-dilution and/or beneficial conversion features that may be included in our financial instruments in accordance with the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which may classify the feature as an embedded derivative and require that the financial instrument be bifurcated and the feature accounted for separately. We evaluate each financial instrument on its own merits at inception or other prescribed measurement or valuation dates and may engage the services of valuation experts and other professionals to assist us in our detemination of the appropriate classification.

Accounting for Stock-Based Compensation

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123(R)”), using the modified-prospective transition method. Under the fair value recognition provisions of SFAS 123(R), share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award.

We selected the Black-Scholes option-pricing model as the most appropriate fair-value method for our awards. Calculating share-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, stock price volatility, and pre-vesting forfeitures. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected pre-vesting forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, our share-based compensation expense could be significantly different from what we have recorded in the current period.

ZAP’S CURRENT PRODUCT LINE

Our existing product line, which includes completed, market ready products and planned introductions, is as follows:

ZAP AUTOMOTIVE

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ZAP believes it is positioned to become one of the leading distributors of fuel efficient alternative energy vehicles in the United States. We believe that we are one of only a few companies distributing a 100% production electric

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vehicle capable of speeds up to 40 mph. Within the next twelve to thirty-six months, we hope to have distribution agreements in place with three to four vehicle manufacturers whose products fit ZAP’s mission. To distribute our product to end consumers and fleets, we have established more than 20 licensed automotive dealers and intend to grow this base significantly over the next several years.

In 2006, ZAP Automotive introduced the following automobile products:

·	the 100% electric XEBRA sedan with an MSRP of approximately $10,500;

·	the 100% electric XEBRA utility vehicle truck with an MSRP of approximately $11,200; and

·	the Smart micro-car with an MSRP of approximately $25,000 (no longer distributed after September 30, 2006).

In 2007, ZAP Automotive introduced the ZAPINO, we introduced a new electric scooter, the Zapino, with an advanced 2,500-watt brushless DC hub motor, perfect for city commuting and able to reach speeds of 30 MPH.

Our future offerings that are currently in the developmental stage include:

·	the OBVIO 828, an economy micro-car from Brazil with an estimated MSRP of $16,000,

·	the OBVIO 012, a sports-coupe from Brazil with an estimated MSRP of $28,000; and

·	the ZAP-X, a 100% electric vehicle which will use Lotus Engineering’s Aluminum Performance Crossover (“APX”) design .

·	The ZAP Alias, which has a target price of $30,000 per vehicle and an estimated range of 100 miles per charge

We are also in discussions with a number of other foreign manufacturers and hope to establish additional relationships within the next twelve to thirty-six months.

XEBRA

We believe that XEBRA is the only series production electric vehicle in the United States that can legally travel faster than 40 mph. The car’s suggested retail price of $10,500 is significantly less expensive than most of its competitors, some of which cost more than $100,000 and are not yet widely available today. XEBRA has three wheels and is being imported as a motor-driven cycle, yet, unlike most other motor-driven cycles, the XEBRA is enclosed with windows and a roof, affording it protection from inclement weather.

Working with our Chinese manufacturing partner, we have designed two XEBRA models: a sedan and a utility pick-up truck. The Chinese manufacturer’s current manufacturing capacity is approximately 1,000 vehicles per month. Subject in large part to the level of financing secured, our current target is to distribute approximately 200 vehicles per month over the next 12 months. Initial market demand has been overwhelming, both from end consumers using the vehicle as a “city-car” and from fleet managers of municipalities, states, green friendly corporations, and universities who have a preference or mandate to purchase zero emission vehicles.

We are working closely with our manufacturing partner to continually upgrade the XEBRA, adding features while balancing the goal of maintaining an affordable price level. We are in the process of looking into incorporating options to enhance the consumer’s experience, including providing lithium battery packs for additional (up to 100 mile) range and solar panels for low cost and true zero air pollution charging. Solar options were introduced in the current quarter.

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XEBRA Sedan (ZAPCAR ®)

ZAP launched the sedan version of its XEBRA ZAPCAR on July 11, 2006. The sedan has a seating capacity for four and is being targeted for city/commuter use. Based on initial feedback, ZAP will be marketing the XEBRA sedan to government and corporate fleets as well as to families with two or more cars, but with plenty of occasion to use their vehicles for short, city drives.

XEBRA PK ( ZAPTRUCK ™)

ZAP launched its utility pick-up truck version of the XEBRA, the XEBRA ZAPTRUCK, on August 24, 2006. This electric vehicle seats two with a multi-purpose platform behind the passenger compartment that serves as a hauler, dump truck or flatbed. The XEBRA ZAPTRUCK is targeted to municipalities, maintenance facilities, universities, ranches and warehouses. Since its launch, we have received overwhelming inquiries for test drives. To date, we have focused on our west coast market and sales have exceeded our initial distribution and sales plans.

Smart Car

The Smart Car was our initial automotive product. The project provided us with an excellent entry level opportunity in the micro-car market in the United States and confirmed our belief that there is a sizable demand for smaller, more fuel efficient (or alternatively fueled) vehicles. The Smart Car is manufactured by Daimler Chrysler Corporation, who we believe failed to identify the United States as a potential market. In Daimler Chrysler’s absence, we contracted with a third party unaffiliated with Daimler Chrysler to have the Smart Car imported and “Americanized” to meet the growing demand for micro-cars. The process of Americanizing the Smart Car involved having the car modified to meet all Federal Motor Vehicle Safety Standards, United States Department of Transportation requirements, and Environmental Protection Agency regulations and applicable state requirements.

We proved that we could introduce and sell the Smart Car Americanized by ZAP and consequently sold over 300 Smart Cars to date, but due to the conflict with Daimler-Chrysler and others, and the uncertainty of auto supply, we discontinued distribution of the Smart Car in September of 2006.

OBVIO!

In September 2005, we entered into an exclusive (in North America) distribution contract with the Brazilian automobile manufacturer OBVIO! for the future importation of two models of micro-cars – an economy 828 model and a full performance 012 model. The cars will have butterfly doors, seating capacity to accommodate three persons, up to 250 horsepower output and accessories such as iMobile and air conditioning. This car will function on multi-fuel technology, meaning they will have the ability to be powered by ethanol, gasoline, or any combination thereof. We are also working with OBVIO! to produce a 100% electric version.

There are currently over four million flex-fuel vehicles in the United States and most of these vehicles are sport-utility vehicles or others in the “light truck” class. Sedans, wagons, and others are usually only available in flex-fuel configurations as part of fleet vehicle purchases by corporations. A recent poll conducted by Maritz® showed that 84% of consumers would consider purchasing a vehicle capable of running on E85, a fuel blend of 15% gasoline and 85% ethanol, and consumers were willing to pay a median premium of $1,000 more than for a gasoline only vehicle. Unlike most flex-fuel vehicles in the U.S. which can run on up to 85% ethanol, OBVIO! vehicles will have the capability to run on 100% ethanol.

The initial retail price of the 828 model is expected to be approximately $16,000 and the retail price of the 012 model is expected to be $28,000. OBVIO! is scheduled to deliver 7,500 cars during the first year of production, 17,500 cars during the second year and 25,000 thereafter. We intend to capture market share of the flex-fuel segment by offering cars that are sporty, fun to drive, and high-performance, but yet efficient and economical.

LOTUS

On January 30, 2007, we announced a contract with Lotus Engineering to develop a production-ready electric all-wheel drive crossover high performance vehicle for the U.S. market. A combination of the lightweight aluminum vehicle architecture, a new efficient drive and advanced battery management systems is intended to enable a range

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of up to 350 miles between charges, with a rapid 10-minute recharging time. An auxiliary power unit is planned to support longer distance journeys.

The ZAP-X is proposed to be powered by revolutionary in-hub electric motors, delivering 644 horsepower in all wheel drive mode, theoretically capable of powering the ZAP-X to a potential top speed of 155mph. A new, strong, lightweight and highly efficient structure based on the Lotus technology is planned to give the car a very attractive power-to-weight ratio.

We are also working on the ZAP Alias ™ a $30,000 all electric vehicle with a targeted 100 mile range.

Future Automotive Offerings

Over the next 36 months, we hope to establish relationships with two to four additional manufacturers who can supply automobiles and related vehicles that meet our mission of affordable, advanced transportation technologies that are socially responsible and environmentally sustainable. In 2007, we have identified the following products as potential future offerings for the Company: (1) an affordable 100% electric two-seater sports coupe; (2) a high performance highway all electric vehicle, (3) electric busses and (4) electric trucks.

ZAP Power Systems

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We launched the Company in 1994 with the invention of the ZAPPY electric scooter and quickly established a presence as one of the market leaders in the electric “personal” transportation product segment. Since inception, the Company has been able to maintain a steady business and committed buyers in this segment. In keeping with our initial product offerings, at the beginning of 2006, we revitalized our consumer products line (recently renamed “Power Systems”), including an updated version of the electric scooter. As part of the segment’s revitalization, we reduced the number of suppliers and placed more emphasis on upgrading existing models with newer component technology and more robust features in order to provide a higher quality consumer experience and product.

Our goal for our consumer product line is to sell an average of 10,000 units per year. At $530 to $900 average unit prices, the business represents a strategic compliment to the automotive portal by providing stable and increasing cash flows, facilitating access to, and use of, new technologies, and continuing to foster loyalty of ZAP’s brand.

Our current product offerings include:

·	Three-wheeled personal transporters (ZAPPY3 Pro, ZAPPY3 EZ);

·	Off-road vehicles (electric quads and motorcycles); and

·	Portable energy (universal recharge-it-all batteries and ipod auxiliary batteries).

The ZAPPY3 Personal Transporters

Segway’s highly publicized “human transporter to change the world” unearthed a growing need for a “scooter for adults,” better known as personal electric transportation. The Company responded to this demand by designing the ZAPPY3. Unlike the Segway, the ZAPPY3’s 3-wheeled vehicle design provides stability and maneuverability allowing just about anyone to ride this vehicle without training. It has a top speed of 15 mph, and the Pro has the farthest range of any personal transporter available today at 25 miles range per charge.

The Company initially thought that the ZAPPY3 would be great for the consumer market. Over the past year, the Company has revisited its sales strategy and come to recognize that the largest market opportunities are in the industrial and commercial applications. The Company’s primary sales channels are now more clearly defined as security, sporting goods and material handling.

With the increased emphasis on homeland security, there are several product competitors in the security and police market segment. Segway, the most well known, can be found in select police departments and airports and sells for about $5,500. American Chariot, which is a chariot-like transporter, has entered the market selling between $1,500 to $2,500. Newest to the security transporter business is T3Motion, which is built like a small tank and priced at up to $8,000. The ZAPPY3 meets the need of a majority of the security transportation needs and with an selling price range of $530 to $900, depending on the model purchased, which we believe is the most economical of all offerings.

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The ZAPPY3 retail focus has continued strong in 2007. In early 2006, the Company rolled out a new dealer development program that emphasized the Company’s commitment to a nationwide distribution strategy coupled with consistent and responsive customer service. As the product line has gained momentum and market acceptance, we plan to grow distribution in the retail channel through larger regional and specialized chain stores.

The material handling, warehousing, fabrication, and construction industries are the ideal markets for the ZAPPY3 Pro. We are not currently aware of any major competitors in this market. The traditional solution for short distance transportation has been bicycles. The ZAPPY Pro offers the perfect utility vehicle for shuttling, picking and packing and getting into small areas like elevators. While the Company’s entrance into this market is still in the early stages, the product response has been very favorable, demonstrated by our newly established relationship with Indoff, the largest distributor of material handling equipment in the United States.

The ZAPINO is an electric scooter that is a great link between ZAP’s personal transporters and electric cars. Not only economical and eco-friendly, the ZAPINO is powerful with an advanced 2,500-watt brushless DC hub motor, perfect for city commuting. Able to reach speeds of 30 MPH, the ZAPINO will be able to keep up with city traffic without contributing to city pollution. The rear wheel hub motor on the ZAPINO creates more room on board for additional batteries and performance. This innovative drive system eliminates the need for belts or chains with lower overall maintenance. It also delivers a more enjoyable ride because it is nearly silent, accelerates smoothly with no shifting, has no engine vibration, no tailpipe or heat exhaust -- just good, clean fun.

Off-Road Vehicles

All terrain vehicle (“ATV”) manufacturers recognized in excess of $5.5 billion in revenues in 2005 with the market for ATVs and off-road vehicles growing steadily since 2003. In the United States alone, approximately 800,000 units were sold in 2005. To date, all of the ATV’s on the market are gas-powered. We believe electric ATV’s have practical environmental benefits over their gas-powered counterparts: they are silent and generate no emissions. Moreover, there are now over 8,000 organic farms in the United States which are committed to reducing pollutants that may put organic certification at risk. The electric ATVs can provide the ruggedness of the traditional ATV in areas never before accessible, while being more versatile than golf carts.

We entered the electric ATV market in 2006 with our ZAP Buzzz mini ATV. The Buzzz has a 450 watt geared-motor and a top speed of 15 mph with a range of approximately 20 miles. In the current quarter, we introduced the 800 watt “mid size” ATV for sale in the United States and some of our existing ZAP dealers already have placed preorders. We hope to launch a heavy duty ATV in late 2007 with product features and styling comparable to existing gas-models. We believe our position as an innovator in the electric vehicle market, coupled with first-mover advantage in the electric ATV market, will allow us to capitalize on this market segment. If we are able to capture 1% of the all terrain vehicle market share, it could equate to over $40 million in revenues per year. However, there can be no assurances that we will be able to achieve such market share.

Portable Energy – Recharge-It –All Batteries

We believe we were one of the first and now one of the leading producers of rechargeable battery sources using lithium-ion and lithium polymer technology. Through our Recharge-It-All line, we sell battery packs to power or charge a wide range of mobile electronics such as cellular phones, digital cameras and laptops, providing significantly more charge time than currently available technologies.

Our Portable Energy devices fall under two product lines: universal chargers and made-for iPOD models. The universal chargers are rechargeable battery packs that extend the use of most small and medium-sized electronic devices up to 2 to 5 times their normal battery life. The made-for iPOD models are a series of portable energy devices designed to work specifically with all the major iPOD products, including the iPOD, iPOD nano, iPOD shuffle and the iPOD with video.

We launched our Portable Energy products at the end of 2006 with marketing targeted to large electronic retailers. Market statistics indicate that there will be over two billion users of mobile electronic devices by the end of 2007. Our goal with Portable Energy is to provide a solution that helps solve the energy management challenge for electronic and mobile internet users. Today, there are only a few companies that have begun to address the mobile device backup power/charge market. The currently available products include Energizer’s “Energi to Go”, Charge 2

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Go, Cell Boost, and Medis Power Pack. We believe that no manufacturer offers rechargeable devices that offer the ability to re-charge a myriad of electronic devices from the same device as effectively as ZAP’s Portable Energy.

Risk factors

We have a history of losses and our future profitability on a quarterly or annual basis is uncertain, which could have a harmful effect on our business and the value of ZAP’s common stock.

Since we began operation in 1994, we have generated a profit only for the three month period ended September 30, 2006 and not in any other fiscal quarters or any fiscal year. We incurred net losses of $21.9 million, $11.9 million, $23.5 million and $27.8 million for the nine months ended September 30, 2007 and the years ended December 31, 2006, 2005 and 2004, respectively. We can give no assurance that we will be able to operate profitably in the future.

In each of the thirteen years since we began operations, we have not generated enough revenue to exceed our expenditures. Since our inception, we have financed our operations primarily through private and public offerings of our equity securities. Our planned expenditures are based primarily on our internal estimates of our future sales and ability to raise additional financing. If revenues or additional financing do not meet our expectations in any given period of time, we will have to cut our planned expenditures which could have an adverse impact on our business or force us to cease operations. Our cash on hand was $739,000 on September 30, 2007. Failure to achieve profitable operations may require us to seek additional financing when none is available or is only available on unfavorable terms.

We may face liquidity challenges and need additional financing in the future.

We currently expect to be able to fund our working capital requirements from our existing cash and cash flows from operations through at least December 31, 2007. However, we could experience unforeseen circumstances, such as an economic downturn, unforeseen difficulties in manufacturing/ distribution, or other factors that could increase our use of available cash and require us to seek additional financing. We may find it necessary to obtain equity or debt financing due to the factors listed above or in order to support our expansion, develop new or enhanced products, respond to competitive pressures, or respond to unanticipated requirements.

We may seek to raise additional funds through private or public sales of securities, strategic relationships, bank debt, or otherwise. If additional funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or any equity securities we sell may have rights, preferences or privileges senior to those of the holders of our common stock. We expect that if we are unable to obtain additional financing on acceptable terms, we may be unable to pay our debts as they become due, develop our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, which could have a material effect on our business, financial condition and future operating results.

We have substantial indebtedness and we are highly leveraged. As of September 30, 2007, we have total indebtedness of approximately $4.3 million. Our substantial indebtedness may limit our strategic operating flexibility and our capacity to meet competitive pressures and withstand adverse economic conditions. In addition, our notes contain restrictive covenants which, among other things, limit our ability to borrow additional funds, repay the notes before maturity or grant security interests on our assets.

Our substantial indebtedness could have significant adverse consequences, including:

•	increasing our vulnerability to general adverse economic and industry conditions,

•	limiting our ability to obtain additional financing to fund future working capital, capital expenditures, research and development and other general corporate requirements;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and

•	placing us at a disadvantage compared to our competitors with less debt and competitors that have better access to capital resources.

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We face intense competition which could cause us to lose market share.

In the advanced technology vehicle market in the United States, we compete with large manufacturers, including Honda, Toyota, and Daimler-Chrysler, who have more significant financial resources, established market positions, long-standing relationships with customers and dealers, and who have more significant name recognition, technical, marketing, sales, manufacturing, distribution, financial and other resources than we do. Each of these companies is currently working to develop, market, and sell advanced technology vehicles in the United States market. The resources available to our competitors to develop new products and introduce them into the marketplace exceed the resources currently available to us. We also face competition from smaller companies with respect to our consumer products, such as our electric bicycle and scooter. We expect to face competition from the makers of consumer batteries and small electronics with respect to the ZAP Portable Energy line. This intense competitive environment may require us to make changes in our products, pricing, licensing, services, distribution, or marketing to develop, maintain, and extend our current technology and market position.

Changes in the market for electric vehicles could cause our products to become obsolete or lose popularity.

The electric vehicle industry is in its infancy and has experienced substantial change in the last few years. To-date, demand for and interest in electric vehicles has been sporadic. As a result, growth in the electric vehicle industry depends on many factors, including:

·	continued development of product technology;

·	the environmental consciousness of customers;

·	the ability of electric vehicles to successfully compete with vehicles powered by internal combustion engines;

·	widespread electricity shortages and the resultant increase in electricity prices, especially in our primary market, California, which could derail our past and present efforts to promote electric vehicles as a practical solution to vehicles which require gasoline; and

·	whether future regulation and legislation requiring increased use of nonpolluting vehicles is enacted.

We cannot assure you that growth in the electric vehicle industry will continue. Our business may suffer if the electric vehicle industry does not grow or grows more slowly than it has in recent years or if we are unable to maintain the pace of industry demands.

We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position.

Our current products are designed for use with, and are dependent upon, existing electric vehicle technology. As technologies change, we plan to upgrade or adapt our products in order to continue to provide products with the latest technology. However, our products may become obsolete or our research and development efforts may not be sufficient to adapt to changes in or create necessary technology. As a result, our potential inability to adapt and develop the necessary technology may harm our competitive position.

The failure of certain key suppliers to provide us with components could have a severe and negative impact upon our business.

We rely on a small group of suppliers to provide us with components for our products, some of whom are located outside of the United States. If these suppliers become unwilling or unable to provide components, there are a limited number of alternative suppliers who could provide them. Changes in business conditions, wars, governmental changes, and other factors beyond our control or which we do not presently anticipate could affect our ability to receive components from our suppliers. Further, it could be difficult to find replacement components if our current suppliers fail to provide the parts needed for these products. A failure by our major suppliers to provide these components could severely restrict our ability to manufacture our products and prevent us from fulfilling customer orders in a timely fashion.

As described elsewhere, we have entered into a contract with a Brazilian automobile manufacturer, OBVIO, for the delivery of 50,000 flex-fuel vehicles in two different models. We may not be able to obtain the vehicles that we expect to obtain from OBVIO because OBVIO is a new developer and manufacturer of automobiles in Brazil and there are many risks associated with its design and manufacturing of cars for us, including, but not limited to, risks associated with the constructing its factory, hiring personnel, acquiring equipment, assembling a network of

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suppliers and developing the vehicle assembly process. If we cannot get the vehicles from OBVIO that we expect to, our business will be adversely affected.

Litigation risks

ZAP v. Daimler Chrysler AG, et al., Superior Court of California, County of Los Angeles, Case No. BC342211. On October 28, 2005, ZAP filed a complaint against Daimler Chrysler Corporation and others in the Los Angeles Superior Court. The complaint includes claims for intentional and negligent interference with prospective economic relations, trade libel, defamation, breach of contract - agreement to negotiate in good faith, breach of implied covenant of good faith and fair dealing, and unfair competition. The complaint alleges that Daimler Chrysler has engaged in a series of anti-competitive tactics aimed at defaming ZAP and disrupting its third-party business relationships. As a result of the allegations, the complaint requests damages in excess of $500 million and such other relief as the court deems just and proper. Daimler Chrysler has successfully filed a motion to quash that complaint for lack of personal jurisdiction, and the court’s ruling on that matter is in the process of being appealed. Two of the other defendants in the action, G&K Automotive Conversion, Inc. and The Defiance LLC, have filed a cross-complaint against ZAP in the Los Angeles Superior Court for, among other things, violations of Section 43(a) of the Lanham Act, statutory and common law unfair competition, and intentional and negligent interference with prospective economic advantage. ZAP has responded to the cross-complaint and denied engaging in any wrongful actions.

Product liability or other claims could have a material adverse effect on our business.

The risk of product liability claims, product recalls, and associated adverse publicity is inherent in the manufacturing, marketing, and sale of electrical vehicles. Although we have product liability insurance for our consumer products for risks of up to an aggregate of $5,000,000, that insurance may be inadequate to cover all potential product claims. We also carry liability insurance on our automobile products. Any product recall or lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our business and financial condition. We may not be able to secure additional product liability insurance coverage on acceptable terms or at reasonable costs when needed. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product recall could generate substantial negative publicity about our products and business and inhibit or prevent commercialization of other future product candidates. We cannot assure you that such claims and/or recalls will not be made in the future.

We must devote substantial resources to implementing a product distribution network.

Our dealers are often hesitant to provide their own financing to contribute to our product distribution network. As a result, we anticipate that we may have to provide financing or other consignment sale arrangements for dealers who would like to participate as our regional distribution centers.

The further expansion of our product distribution network will require a significant capital investment and will require extensive amounts of time from our management. A capital investment such as this presents many risks, foremost among them being that we may not realize a significant return on our investment if the network is not profitable. Our inability to collect receivables from our dealers could cause us to suffer losses. Lastly, the amount of time that our management will need to devote to this project may divert them from performing other functions necessary to assure the success of our business.

Failure to manage our growth effectively could adversely affect our business.

We plan to increase sales and expand our operations substantially during the next several years through internally-generated growth and the acquisition of businesses and products.

To manage our growth, we believe we must continue to implement and improve our operational, manufacturing, and research and development departments. We may not have adequately evaluated the costs and risks associated with this expansion, and our systems, procedures, and controls may not be adequate to support our operations. In addition, our management may not be able to achieve the rapid execution necessary to successfully offer our products and services and implement our business plan on a profitable basis. The success of our future operating activities will also depend upon our ability to expand our support system to meet the demands of our growing business. Any failure by our management to effectively anticipate, implement, and manage changes required to sustain our growth would have a material adverse effect on our business, financial condition, and results of

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operations. We cannot assure you that we will be able to successfully operate acquired businesses, become profitable in the future, or effectively manage any other change. An inability to successfully operate recently acquired businesses and manage existing business would harm our operations.

The loss of certain key personnel could significantly harm our business.

The Company’s performance is substantially dependent upon the services of its executive officers and other key employees, as well as on its ability to recruit, retain, and motivate other officers and key employees. Competition for qualified personnel is intense and there are a limited number of people with knowledge of and experience in the advanced technology vehicle industry. The loss of services of any of our officers or key employees, or our inability to hire and retain a sufficient number of qualified employees, will harm our business. Specifically, the loss of Mr. Schneider, our Chief Executive Officer or Mr. Starr, our Chairman of the Board, whose specialized knowledge of the electric vehicle industry is essential to our business, would be detrimental. We have employment agreements with Mr. Schneider and Mr. Starr that provide for their continued service to the Company until October 1, 2013.

Regulatory requirements may have a negative impact upon our business.

While our products are subject to substantial regulation under federal, state, and local laws, we believe that the products we have sold are materially in compliance with all applicable laws. However, to the extent the laws change, or if we introduce new products in the future, some or all of our products may not comply with applicable federal, state, or local laws. Further, certain federal, state, and local laws and industrial standards currently regulate electrical and electronics equipment. Although standards for electric vehicles are not yet generally available or accepted as industry standards, our products may become subject to federal, state, and local regulation in the future. Compliance with this regulation could be burdensome, time consuming, and expensive.

Our automobile products are subject to environmental and safety compliance with various federal and state regulations, including regulations promulgated by the EPA, NHTSA, and Air Resource Board of the State of California, and compliance certification is required for each new model year. The cost of these compliance activities and the delays and risks associated with obtaining approval can be substantial. Although the Company had marketed its Smart Car product in the United States, the car must be certified by the California Air Resources Board before it can be sold in California, New York, and three other states. In addition, the two models of our OBVIO products will need to satisfy all regulatory requirements before they can be sold in the United States. The risks, delays, and expenses incurred in connection with such compliance could be substantial.

Manufacturing overseas may cause problems for us.

We have shifted our manufacturing overseas, including contracting with OBVIO, a Brazilian company, for the manufacture of 50,000 vehicles over three years. There are many risks associated with international business. These risks include, but are not limited to, language barriers, fluctuations in currency exchange rates, political and economic instability, regulatory compliance difficulties, problems enforcing agreements, and greater exposure of our intellectual property to markets where a high probability of unlawful appropriation may occur. A failure to successfully mitigate any of these potential risks could damage our business.

We may not be able to protect our internet address.

We currently hold the internet address, http://www.zapworld.com, a portal through which we sell our products. We may not be able to prevent third parties from acquiring internet addresses that are confusingly similar to our address, which could adversely affect our business. Governmental agencies and their designees generally regulate the acquisition and maintenance of internet addresses. However, the regulation of internet addresses in the United States and in foreign countries is subject to change. As a result, we may not be able to acquire or maintain relevant internet addresses in all countries where we conduct business.

Our success is heavily dependent on protecting our intellectual property rights.

We rely on a combination of patent, copyright, trademark, and trade secret protections to protect our proprietary technology. Our success will, in part, depend on our ability to obtain trademarks and patents. We hold several patents registered with the United States Patent and Trademark Office. These registrations include both design patents and utility patents. In addition, we have recently submitted provisional patents which may or may not be afforded the limited protection associated with provisional patents. We have also registered numerous trademarks

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with the United States Patent and Trademark Office, and have several pending at this time. We cannot assure you that the trademarks and patents issued to us will not be challenged, invalidated, or circumvented, or that the rights granted under those registrations will provide competitive advantages to us.

We also rely on trade secrets and new technologies to maintain our competitive position. Although we have entered into confidentiality agreements with our employees and consultants, we cannot be certain that others will not gain access to these trade secrets. Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

We may be exposed to liability for infringing intellectual property rights of other companies.

Our success will, in part, depend on our ability to operate without infringing on the proprietary rights of others. Although we have conducted searches and are not aware of any patents and trademarks which our products or their use might infringe, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to the great amount of time lost, in defending any patent or trademark infringement suits or in asserting any patent or trademark rights, in a suit with another party.

Risk of Unregistered Securities Offering.

In the past, we have had numerous sales of our securities which were not registered under federal or state securities laws. We have strived to comply with all applicable Federal and state securities laws in connection with our issuances of unregistered securities. However, to the extent we have not complied, there may be liability for the purchase price of the securities sold together with interest and the potential of regulatory sanctions.

Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

The equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our common stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We have experienced significant volatility in the price of our stock over the past few years. See Item 5. Market For Common Equity and Related Shareholder Matters in our annual report on Form 10KSB for the year ended December 31, 2006. For example, on December 31, 2004, our stock had a high of $5.15 and on December 31, 2005, it had a low of $.26. If the market price of our common stock declines significantly, you may be unable to resell your common stock at or about its purchase price. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock markets in general can experience considerable price and volume fluctuations.

A substantial number of shares we have issued in exempt transactions are, or are being made, available for sale on the open market, and the resale of these securities might adversely affect our stock price.

We have on file with the SEC effective registration statements for a substantial number of shares for resale. The selling stockholders under our effective registration statements will be permitted to sell their registered shares in the open market from time to time without advance notice to us or to the market and without limitations on volume.

The sale of a substantial number of shares of our common stock under our registration statements, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

We have not paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We have not achieved profitable operations and if we do realize a profit in the future, we anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business. Accordingly, we do not intend to declare or pay any cash dividends on our common stock in the foreseeable future. Payment of any future dividends will be at the direction of our board of directors after taking into account many factors, including our operating results, financial conditions, current and anticipated cash needs and plans for expansion.

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Seasonality and Quarterly Results

The Company’s business is subject to seasonal influences for consumer products. Sales volumes in this industry typically slow down during the winter months, November to March in the U.S. The Company’s auto distribution network is affected by the availability of cars ready to sell to dealers.

Inflation

Our raw materials and finished products and automobiles are sourced from stable, cost-competitive industries. As such, we do not foresee any material inflationary trends for our product sources.

Item 3. Controls and Procedures

Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and our internal controls and procedures for financial reporting (the “Controls Evaluation”) as of September 30, 2007.

Limitations on the Effectiveness of Controls.

Our CEO and CFO do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or honest mistake. Additionally, controls can be circumvented by the individual acts of certain persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, specific controls may or may not become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Conclusion regarding the Effectiveness of Disclosure Controls and Procedures.

As defined under Sections 13a-15(e) and 15d-15(e) of the Exchange Act, the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the issuer’s CEO and CFO, to allow timely decisions regarding required disclosure. As described in Item 8A “Controls and Procedures” in our Annual Report on Form 10-KSB filed with the SEC on April 2, 2007, our registered independent public accounting firm, Odenberg, Ullakko, Muranishi & Co. LLP (“OUM”), have advised us of several deficiencies in both the design and operation of internal controls over financial reporting, when considered in the aggregate, they believe the deficiencies constitute a material weakness over financial reporting at December 31, 2006. We have been and continue to be engaged in efforts to improve our internal controls and procedures and we expect that these efforts will, over time, positively address the weakness noted by our independent auditors. We have engaged an outside firm to assist us in analyzing and improving our system of internal controls.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Leandra Dominguez v. RAP Group, Inc. dba The Repo Outlet et. al., Superior Court of California, County of Sonoma, Case No. SCV-235641, complaint filed October 14, 2004, first amended complaint filed December 15, 2004. Plaintiff has sued The Repo Outlet and Credit West Corporation for negligent misrepresentation, for a violation of the Business and Professions Code Section 17200, for breach of the implied warranty of merchantability under the Magnusson-Moss Act, and for violation of the federal Truth in Lending Act. On January 13, 2005, the RAP Group, Inc. agreed to defend and indemnify Credit West Corporation. At a hearing before the Sonoma County Superior Court on February 23, 2005, the court granted The Repo Outlet’s motion to compel arbitration, and on March 8, 2005, the court stayed the court proceeding pending arbitration. The RAP Group, Inc. filed a demand for arbitration with the American Arbitration Association (the “Association”) on April 7, 2005, but the parties later stipulated that the arbitration would proceed before JAMS. The Repo Outlet made a Code of Civil Procedure 998 offer to settle and have Dominguez dismiss the matter with prejudice for the sum of $1,001. Because Dominguez failed to timely respond to The Repo Outlet’s Section 998 offer, that offer expired on March 2, 2006. The Repo Outlet made another settlement offer of $1,857 to settle this matter as to both defendants on January 8, 2007, but this offer was rejected as plaintiff’s counsel seeks to recover all of his attorneys’ fees. Although the case was sent to arbitration before JAMS, and set for arbitration in February 2007, on January 9, 2007, The Repo Outlet informed the arbitrator and plaintiff’s counsel that it would be ceasing operations and its counsel would be withdrawing as attorneys of record. At a status conference on February 8, 2007, the court was informed that counsel for RAP Group had moved to withdraw for non-payment of fees. Since that time, Credit West has substituted its own counsel of record, and so RAP Group is no longer tendering a defense to Credit West. On April 4, plaintiff Dominguez filed with the Court a Request for Entry of Default Judgment against RAP Group. On May 2, 2007, the Court granted Donahue Gallagher Woods LLP’s motion to withdraw as counsel of record. Thus, RAP Group is currently unrepresented by counsel in this matter.

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consideration for Mr. Alvis’ consent to the contract with the Company, the Company provided Mr. Alvis with use of a motor home worth approximately $306,000. The Company then sued Mr. Alvis, claiming he failed to perform his obligations under the contract and refused to return the consideration he received therefore (i.e. the motor home). The Company is seeking either the return of the motor home or $500,000 in damages. Mr. Alvis initially did not respond to the complaint, which prompted the Company to take his default on May 9, 2006. The court then entered a default judgment on May 16, 2006, on which date the Company obtained a writ of possession allowing it to reclaim possession of the disputed motor home. On June 18, 2006, Mr. Alvis moved the court to set aside the default and default judgment and to vacate its order authorizing issuance of the writ of possession. The court agreed to set aside the default judgments, but it left intact the writ of possession. The court also required Mr. Alvis to pay the Company $1,000 as compensation for forcing the Company to initially take his default. Mr. Alvis has paid the Company the required $1,000. Mr. Alvis then filed (1) an answer denying the Company’s allegations, and (2) a cross-claim against the Company, Steve Schneider in his individual capacity, and Rotoblock, alleging two counts of breach of contract, one common count of work, labor, and services received, and one count of fraud. All of Mr. Alvis’ claims relate to the two contracts he executed with the Company and Rotoblock. Mr. Alvis claims he provided services to the Company and Rotoblock pursuant to these contracts but received no consideration in exchange therefore. For the fraud claim, the defendant claims the Company and Schneider executed the contracts with no intent to perform. Mr. Alvis has prayed for damages of $2,000,000, interest according to proof, punitive damages, and an order directing the Company to perfect title to the motor home. Mr. Alvis then moved the court to quash the writ of possession. On November 2, 2006, the court denied this motion, although it did require the Company to post a $300,000 bond to enforce the writ. The Company has not yet posted that bond, and consequently Mr. Alvis has threatened to move to revoke the writ. The Company, Rotoblock and Schneider then demurred to the cross-complaint, and Alvis responded by filing an amended cross-complaint. The first amended cross-complaint again seeks breach of contract and common count damages against the Company and Rotoblock, as well as fraud damages against the Company and Schneider. The Company and Schneider answered the first amended cross-complaint with general denials; Rotoblock responded by filing a second demurrer in which it has alleged it was an improperly named party. The hearing on Rotoblock’s demurrer was heard on March 21, 2007, at which time the demurrer was denied. Rotoblock intends to file an answer to the amended cross-compliant with general denials. Counsel has given notice of the claims against Schneider to the Company’s D&O insurer, which has acknowledged receipt of the notice. Mr. Alvis has filed a motion to “recall” the writ of possession for which the court authorized issuance respecting the disputed motor home currently in Mr. Alvis’ possession. The hearing on that motion was heard on July 25, 2007, at which time Mr. Alvis’ motion was denied. The parties then confirmed, on the record in court, the original order granting ZAP the writ of possession, including ZAP’s ability to post the $300,000 bond at any time during the pendency of the suit. In the meantime, discovery is on-going, and the parties are discussing mediation and attempting to schedule the same. The next case conference has now been continued until January 10, 2008.

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Voltage Vehicles v. Rajun Cajun, et al., Superior Court of California, County of Sonoma, Case No. SCV 240179, filed February 9, 2007. (This suit is related to the Nevada case of Robert Chauvin, et al. v. Voltage Vehicles, et al. discussed immediately above.) In its complaint, Voltage Vehicles requests Declaratory Relief against Rajun Cajun, asking the Court to declare that the License Agreement between those two parties does not grant Rajun Cajun an exclusive dealership in northern Nevada to distribute Voltage Vehicle products and that Voltage Vehicles has performed its obligations under the License Agreement. On May 24, 2007, Rajun Cajun filed a Cross-Complaint in substantially the same form as the Complaint filed in Nevada, alleging breach of contract, breach of the covenant of the good faith, etc. The Cross-Complaint seeks general damages in an amount in excess of $25,000, special damages in an amount in excess of $25,000, punitive damages in an amount in excess of $25,000, attorneys’ fees and cost of suit, for judgment in the amount equal to treble actual damages, and rescission in the amounts of $397,900 and $120,000, plus interest. Cross-Defendants intend to vigorously defend against the claims set forth in the Cross-Complaint and so, on August 22, 2007, Cross-Defendants filed both a special demurrer for abatement to prohibit Cross-Complainants from maintaining a cross-complaint and a demurrer to the Cross-Complaint itself. A hearing on those demurrers is currently set for November 14, 2007, but the parties have filed a stipulation with the court to reschedule that hearing to December 12, 2007. The parties are now simply awaiting the court’s approval of that stipulation. At the case management conference held on October 24, 2007, Cross-Complainants indicated that they would be filing an amended Cross-Complaint, but the Cross-Defendants have not been served with any such document. The next case management conference is scheduled for January 23, 2008. In the meantime, discovery is ongoing.

The Amended Complaint filed October 11, 2007. The Amended Complaint alleges that ZAP and International Monetary Group (“IMG”) entered into a consulting agreement whereby IMG was advanced 750,000 shares of ZAP stock as pre-payment for consulting services. ZAP alleges that IMG failed to perform the services as contemplated and asks the court (a) to declare the parties’ respective rights and duties under the consulting agreement and (b) for damages for IMG’s breach of the consulting agreement. The Amended Complaint also alleges that ZAP, IMG, and Michael Scher (“Scher”) entered into a funding agreement whereby ZAP advanced 1,291,176 shares of ZAP stock to the defendants, which stock defendants were to use to procure $1 million in financing for ZAP. ZAP alleges that defendants failed to procure the financing yet have continued to retain the stock. The Amended Complaint asks the court (a) to declare the parties rights and duties under the funding agreement and (b) for damages for defendants’ breach of the agreement. The Amended Complaint also asks the court to declare whether or not IMG may enforce a $500,000 promissory note against ZAP. Defendants’ response to the Amended Complaint is due November 15, 2007 and a case management conference is scheduled for November 28, 2007. The parties believe they may have reached a settlement however no definitive agreement has been signed as of November 13, 2007. Management has recorded an estimated liability for any potential exposure related to this transaction which is included in the accompanying consolidated balance sheet. In addition, management believes that the ultimate resolution of this claim will not have a material adverse effect on our consolidated financial position or on results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following lists sales of unregistered securities during the quarter ended September 30, 2007 that were not previously included in a Quarterly Report on Form 10-QSB or a Current Report on Form 8-K. We relied on the

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exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the issuance of these securities. Except as stated below, no underwriting discounts or commissions were payable with respect to any of the following transactions. The offer and sale of the following securities was exempt from the registration requirements of the Securities Act under Rule 506 insofar as (1) except as stated below, each of the investors was accredited within the meaning of Rule 501(a); (2) the transfer of the securities were restricted by the company in accordance with Rule 502(d); (3) there were no more than 35 non-accredited investors in any transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under Section 4(2) of the Securities Act within the twelve months preceding the transaction; and (4) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

On July 2, 2007, the Company issued 54,348 shares of common stock valued at $50,000 in settlement of a legal dispute with an outside party.

On July 30, 2007, the Company issued 55,000 shares of common stock valued at $61,600 in settlement of a legal dispute with an outside party. On this same date the Company also issued 6,696 shares for professional services valued at $7,500.

On August 8, 2007, the Company issued 240,386 shares of common stock for professional services valued at $250,000.

On August 17, 2007, the Company issued 3,464 shares of common stock for professional services valued at $3,325. On this same date the Company also issued 56,000 shares for an asset purchase valued at $53,760. In addition, another 7,813 shares were issued for professional services valued at $7,500.

On September 4,2006 we issued 5,813,954 shares of common stock for a private placement to a qualified investor in exchange for $5 million.

On September 6, 2007 the Company also issued 2,500 shares for an asset purchase valued at $2,400. On this same date the Company also issued 7,813 shares for professional services valued at $7,500.

Item 3. Defaults Upon Senior Securities

Not Applicable

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

ZAP held its Annual Shareholders’ Meeting on July 29, 2007. See ZAP’s Form 10QSB as of June30, 2007 filed on August 13, 2007 for a detailed discussion of the meeting results.

Item 5. Other Information

Not Applicable

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Item 6. Exhibits

10.36	Agreement dated July 14, 2006 between ZAP, Thomas Heidemann and Smart Automobile (incorporated by reference from our Current Report on Form 8-K filed on July 20, 2006)

10.37	Amendment Agreement Dated August 30, 2006 between ZAP and Smart Automobile LLC (incorporated by reference from our Current Report on Form 8-K filed on September 6, 2006)

10.38	Exclusive Distribution Agreement dated May 1, 2005, as supplemented by a letter dated June 9, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 6, 2006)

10.39	ZAP Guarantee (incorporated by reference from our Current Report on Form 8-K filed on November 6, 2006)

10.40	Shandong Jindalu Vehicle Co., Ltd. Guarantee (incorporated by reference from our Current Report on Form 8-K filed on November 6, 2006)

10.41	Joint Venture Agreement Dated September 21, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 6, 2006)

10.42	Memorandum of Company’s Extension of Warrants issued to Executives, January 26, 2007

10.43	Purchase and Amendment Agreement, dated February 20, 2007 (incorporated by reference from our Current Report on Form 8-K filed on February 26, 2007)

10.44	Form of Convertible Note (incorporated by reference from our Current Report on Form 8-K filed on February 26, 2007)

10.45	Form or Warrant (incorporated by reference from our Current Report on Form 8-K filed on February 26, 2007)

10.46	Purchase order from the Electric Vehicle Company, LLC (“EVC”) for 10,000 of its Xebra 2007 model year electric vehicles(incorporated by reference from our Current Report on Form 8-K filed on April 26, 2007)

10.47	Distribution agreement this week with PML FlightLink Limited (PML) for the purchase of an advanced propriety wheel motor and control system(incorporated by reference from our Current Report on Form 8-K filed on May 3, 2007)

10.48	Joint Venture Agreement with Youngman Automobile Co., Ltd to manufacture, market and distribute electric and hybrid vehicles for the worldwide passenger car, truck and bus markets (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2007)

10.49

Form SB-2 Registration of Common Stock incorporated by reference to SEC filing on September 24, 2007 effective on October 2, 2007.


31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZAP

Dated November 13, 2007	By:	/s/ Steven Schneider
		Name: Steven Schneider
		Title: Chief Executive Officer (Principal Executive Officer)

	ZAP

Dated November 13, 2007	By:	/s/ William Hartman
		Name: William Hartman
		Title: Chief Financial Officer (Principal Financial and Accounting Officer)

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(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)	Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or its reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.