8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  February 28, 2011

ZAP

(Exact name of Registrant as specified in its charter)

California	0-303000		94-3210624
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)
501 Fourth Street Santa Rosa, CA		95401
(Address of principal executive offices)		(Zip Code)

(707) 525-8658

(Registrant’s telephone number, including area code)

None

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5  Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

As described elsewhere in this report, on February 28, 2011, ZAP appointed Benjamin Zhu (Zhu Li Dong) as the company’s Chief Financial Officer, effective March 1, 2011.  OnFebruary 28, 2011, William Hartman began transitioning from his position as ZAP’s Chief Financial Officer to a new position as ZAP’s Corporate Secretary and financial controller for ZAP’s US operations.  Mr. Zhu and Mr. Hartman will work together during the transition period, and Mr. Zhu will take over responsibilities for the financial management of ZAP in the second quarter of 2011. Mr. Hartman will remain ZAP’s principal financial officer during the transition period, at which time Mr. Zhu will assume this role.

(c)

On February 28, 2011, ZAP appointed Benjamin Zhu (Zhu Li Dong) as the Company’s Chief Financial Officer, effective March 1, 2011.

Since August 2009 until his appointment as ZAP’s Chief Financial Officer, Mr. Zhu, age 40, served as the Deputy Chief Financial Officer of Foton Auto Group, one of the largest automobile manufacturers in China with reported yearly sales volumes over 700,000 units.  At Foton Auto Group, Mr. Zhu led group operation finance, cost control and overseas partnerships and investments.  From July 2008 to July 2009, Mr. Zhu served as Chief Financial Officer of Ready Medicine Group, one of the larger medicine distribution and retailing companies in China, where he led mergers and acquisitions and oversaw the initial public offering of the company’s common stock in the United States.  From March 2007 to June 2008, Mr. Zhu served as Chief Financial Officer of Chery Auto Group, China’s largest passenger car automaker with reported sales volume of over 680,000 units annually. Mr. Zhu oversaw the initial public offering of Chery Automobile's common stock in China.  From May 1995 to June 2004, Mr. Zhu served as Audit Manager at Deloitte & Touche and Price Waterhouse Coopers.  Mr. Zhu holds a CPA Certification in China and holds a bachelor’s degree in economics from the Southwest University of Finance and Economics.

Mr. Zhu will receive a base salary of USD $140,000per year, with the possibility of an annual bonus contingent upon the achievement of certain targets to be agreed upon by Mr. Zhu and ZAP’s Chief Executive Officer. Subject to approval by the Board, Mr. Zhu will also be granted an option to purchase 500,000 shares of ZAP’s Common Stock at a price per share equal to the fair market value per share of ZAP’s Common Stock on the date of grant which will vest annually over a four year period subject to Mr. Zhu’s continuing employment with the company.  In addition, Mr. Zhu will have the right to earn additional options or option equivalents to purchase up to 150,000 shares of ZAP’s Common stock at a price per share equal to the fair market value per share of ZAP’s Common Stock on the date of grant on similar vesting terms as the initial award based on criteria determined by ZAP’s Board of Directors. Mr. Zhu will also receive reimbursements and arrangements for living expenses, housing, general expenses related to the performance of his duties, air travel, relocation, child education, annual leave, and a car and driver. If Mr. Zhu is terminated without cause by the Company within 21 months after the date on which he has completed 3 months of employment (the “Severance Period”), for reasons unrelated to death or disability, he will be eligible to receive an amount equal to the balance of his salary for the remainder of the Severance Period at his then-current base salary amount, payable in one lump sum. Mr. Zhu is also expected to enter into the registrant’s standard form of indemnity agreement for its directors and executive officers.

There are no family relationships between Mr. Zhu and any director or executive officer of ZAP, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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Section 9  Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit  Description

99.1  Press Release, dated February 28, 2011.

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Signatures

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

	ZAP
Dated:    March 7, 2011	By:	/s/ Steven M. Schneider
		Steven M. Schneider
		Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

ZAP Jonway Appoints New CFO, Benjamin Zhu Li Dong, Former Deputy CFO of Beijing Auto, Foton

SANTA ROSA, Calif., Feb. 28, 2011 /PRNewswire/ — Electric car pioneer ZAP (OTC Bulletin Board:ZAAP.ob – News), headquartered in Santa Rosa, California, and its majority owned subsidiary Jonway Automobile, are pleased to announce the appointment of Benjamin Zhu (Zhu Li Dong) as the Chief Financial Officer of ZAP and Jonway Automobile. Benjamin Zhu joins ZAP and Jonway Automobile March 1st, 2011.  William Hartman, current CFO of ZAP will complete the year-end 2010 audits and the consolidated report of ZAP and Jonway Automobile for 1Q2011, while Benjamin Zhu and his team take over 2Q2011.

Since 2009 Benjamin Zhu has served as deputy CFO of Beijing Auto, Foton, one of the largest automobile companies in China, with reported yearly sales volumes of over 700,000 units. He led the group’s operational finance, cost control and overseas partnerships and investments. Prior to this, he served as CFO of Ready Medicine Group, one of the largest medicine distribution and retailing companies with revenues of over 6 billion RMB. As CFO he led mergers and acquisitions and oversaw the IPO of the company in the United States in 2008.  He was also the CFO of Chery Auto Group, China’s largest passenger car automaker with reported sales volume of over 680,000 passenger sedans annually. From 2007 to 2008, as CFO he led the IPO of Chery Automobile in China. Prior to this, Mr. Zhu was Audit Manager at Deloitte & Touche and then at Price Waterhouse Coopers for nine consecutive years.

“We welcome Benjamin Zhu as Chief Financial Officer of ZAP Jonway,” said Dr. Priscilla Lu, Chairman of ZAP Jonway and General Partner of Cathaya Capital.  “We are bringing a new team of management executives on board to lead the growth of the new, combined ZAP Jonway.  Mr. Zhu brings to our company tier one Chinese automobile finance management experience. His extensive international experience will help reinforce our financial growth, and his strong auditor background will help exert the required discipline in financial control, leveraging the knowledge from when he was audit manager at Deloitte and Price Waterhouse.”

“Mr. Zhu’s international finance management experience will help bridge the gap between China and our international team,” said Steve Schneider, Co-CEO of ZAP Jonway. “This is the beginning of an extensive realignment of our management team. While this realignment may be challenging in the short term, it is necessary for the long-term success of our company. Our new company with its new Jonway Automobile revenue base and growth targets requires a new set of leadership to transform ZAP from being technology innovators to world class manufacturers. With Jonway Automobile as part of our ZAP family, and reinforced by executives of top tier caliber like Benjamin Zhu, we can move forward with confidence to grow our business. We are pleased and proud to have him on board.”

“We are pleased and excited to have Benjamin Zhu join our team,” said Alex Wang, Co-CEO of ZAP. “Jonway Automobile is entering the next stage of growth both on the technology front with electric vehicles, as well as entry into international markets.  Benjamin Zhu with his strong financial background and global experience will be a vital leader in our team during this growth stage.”

William Hartman, current CFO of ZAP will be supporting this transition through the second quarter of 2011, while Benjamin Zhu and his team take over the financial management for the entire combined company starting in the second quarter. Mr. Hartman will remain as the Corporate Secretary of the Company and operate as financial controller within Benjamin Zhu’s team for ZAP USA.

This press release contains forward-looking statements. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of ZAP’s products, increased levels of competition, new products and technological changes, ZAP’s dependence upon third-party suppliers, intellectual property rights and other risks detailed from time to time in ZAP’s periodic reports filed with the Securities and Exchange Commission.