UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







Form
10-Q





(Mark
One)




x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended September30,
  2009




o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ________ to
_________




Commission
File Number    001-32534




ZAP





(Exact
name of registrant as specified in its charter)




California
              94-3210624(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)




501
4th
Street, Santa Rosa, CA      95401





(Address
of principal executive offices)  (Zip Code)




(707)
525-8658





(Registrant’s
telephone number)







(Former
name, former address and former fiscal year, if changed since last
report)




Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the 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 check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.




Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer  o
            Small
      reporting company  x




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




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS




Check
whether the registrant filed all documents and reports required to be filed by
Section l2, 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.





103,448,400
shares of common stock as of November 12, 2009.







ZAP





FORM
10-Q




INDEX







Page
                            No.PART
      I.
                          Financial
      InformationItem
      1.
                          Condensed
      Consolidated Financial Statements (unaudited) :Condensed
      Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
      unaudited.
                          1Condensed
      Consolidated Statements of Operations for the Three and Nine Months Ended
      September 30, 2009 and 2008, unaudited.
                          2Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended September
      30, 2009 and 2008, unaudited.
                          3Notes
      to Condensed Consolidated Financial Statements, unaudited.
                          4Item
      2.
                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          12Item
      4.
                          Controls
      and Procedures
                          26PART
      II.
                          Other
      InformationItem
      1.
                          Legal
      Proceedings
                          26Item
      2.
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          27Item
      3.
                          Defaults
      Upon Senior Securities
                          27Item
      4.
                          Submission
      of Matters to a Vote of Security Holders
                          28Item
      5.
                          Other
      Information
                          28Item
      6.
                          Exhibits
                          28SIGNATURES
                          
                          33










Part I.
FINANCIAL INFORMATION




Item 1.
Financial Statements




ZAP
AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS (Unaudited)


(In thousands except per share
data)


September
      30,
              2009
            
            
            December
      31,
              2008ASSETS
              CURRENT
      ASSETSCash
      and cash equivalents
            
            $
            5,328
            
            
            $
            341Accounts
      receivable, net of allowance for doubtful accounts of $29 and
      $33
            
            
            150
            
            
            
            377Inventories,
      net
            
            
            2,423
            
            
            
            3,043Prepaid
      non-cash professional fees
            
            
            211
            
            
            
            105Other
      prepaid expenses and other current assets
            
            
            263
            
            
            
            765Total
      current assets
            
            
            8,375
            
            
            
            4,631Property,
      and equipment, net of accumulated depreciation
            
            
            3,841
            
            
            
            4,335OTHER
      ASSETSDeposits
      and other assets
            
            
            289
            
            
            
            260TOTAL
      ASSETS
            
            $
            12,505
            
            
            $
            9,226LIABILITIES
      AND SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIESCurrent
      portion of long-term debt and short-term notes
            
            $
            5,890
            
            
            $
            2,976Accounts
      payable
            
            
            263
            
            
            
            474Accrued
      liabilities
            
            
            1,988
            
            
            
            1,575Deferred
      revenue
            
            
            188
            
            
            
            587Total
      current liabilities
            
            
            8,329
            
            
            
            5,612LONG-TERM
      LIABILITIESLong-term
      debt, less current portion
            
            
            —
            
            
            
            1,772Total
      liabilities
            
            
            8,329
            
            
            
            7,384SHAREHOLDERS’
      EQUITYCommon
      stock, authorized 400 million shares; no par value; and 103,308,587 shares
      and64,630,608 shares issued and outstanding at September 30, 2009
      and December 31 2008, respectively
            
            
            137,157
            
            
            
            126,347Subscription
      receivable from shareholders
            
            
            (1,000
            )
            
            
            —Accumulated
      deficit
            
            
            (131,981
            )
            
            
            (124,505
            )Total
      shareholders’ equity
            
            
            4,176
            
            
            
            1,842Total
      liabilities and shareholders’ equity
            
            $
            12,505
            
            
            $
            9,226




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




- 1
-


ZAP
AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


(Thousands, except net loss per
share amounts)


Three
      Months
              ended
              September
      30,
              2009
            
            
            Three
      Months
              ended
              September
      30,
              2008
            
            
            Nine
      Months
              ended
              September
      30,
              2009
            
            
            Nine
      Months
              ended
              September
      30,
              2008NET
      SALES
            
            $
            1,246
            
            
            $
            3,062
            
            
            $
            3,091
            
            
            $
            6,041COST
      OF GOODS SOLD
            
            
            845
            
            
            
            2,692
            
            
            
            2,581
            
            
            
            5,354GROSS
      PROFIT
            
            
            401
            
            
            
            370
            
            
            
            510
            
            
            
            687OPERATING
      EXPENSESSales
      and marketing
            
            
            254
            
            
            
            438
            
            
            
            948
            
            
            
            1,240General
      and administrative (non-cash stock-based compensation of $1.5 million and
      $1.5 million and $3.6 million and $4.1 million for the three and nine
      months ended September 30, 2009 and 2008, respectively)
            
            
            2,641
            
            
            
            2,224
            
            
            
            5,783
            
            
            
            6,133Impairment
      of assets
            
            
            218
            
            
            
            —
            
            
            
            674
            
            
            
            -—Research
      and development
            
            
            81
            
            
            
            138
            
            
            
            163
            
            
            
            4563,194
            
            
            
            2,800
            
            
            
            7,568
            
            
            
            7,829LOSS
      FROM OPERATIONS
            
            
            (2,793
            )
            
            
            (2,430
            )
            
            
            (7,058
            )
            
            
            (7,142
            )OTHER
      INCOME (EXPENSE)Interest
      expense, net
            
            
            (134
            )
            
            
            (54
            )
            
            
            (431
            )
            
            
            (284
            )Other
      income (expense), net
            
            
            5
            
            
            
            1
            
            
            
            8
            
            
            
            (42
            )(129
            )
            
            
            (53
            )
            
            
            (423
            )
            
            
            (326
            )LOSS
      BEFORE INCOME TAXES
            
            $
            (2,922
            )
            
            $
            (2,483
            )
            
            $
            (7,481
            )
            
            $
            (7,468
            )PROVISION
      FOR INCOME TAXES
            
            
            —
            
            
            
            —
            
            
            
            (4
            )
            
            
            (4
            )NET
      LOSS
            
            $
            (2,922
            )
            
            $
            (2,483
            )
            
            $
            (7,485
            )
            
            $
            (7,472
            )NET
      LOSS PER COMMON SHARE---
      BASIC AND DILUTED
            
            $
            (0.03
            )
            
            $
            (0.04
            )
            
            $
            (0.09
            )
            
            $
            (0.13
            )WEIGHTED
      AVERAGE OF COMMONSHARES
      OUTSTANDING---
      BASIC AND DILUTED
            
            
            93,557
            
            
            
            59,372
            
            
            
            77,965
            
            
            
            58,665




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





- 2
-


ZAP
AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED)


(In
thousands)


For
      the Nine Months Ended
              September
      30,2009
            
            
            2008Net
      loss
            
            $
            (7,485
            )
            
            $
            (7,472
            )Items
      not requiring the use of cash:Amortization
      of note discount and deferred offering costs
            
            
            —
            
            
            
            156Stock-based
      compensation for consulting and other services
            
            
            886
            
            
            
            2,679Excess
      tax benefit from share based payment arrangements
            
            
            951
            
            
            
            469Stock-based
      employee compensation
            
            
            2,718
            
            
            
            1,381Depreciation
      and amortization
            
            
            185
            
            
            
            199Allowance
      for doubtful accounts
            
            
            24
            
            
            
            (123
            )Changes
      in other items affecting operations:Receivables
            
            
            203
            
            
            
            (42
            )Inventories
            
            
            620
            
            
            
            (618
            )Prepaid
      expenses and other assets
            
            
            475
            
            
            
            (657
            )Accounts
      payable
            
            
            (198
            )
            
            
            116Accrued
      liabilities
            
            
            409
            
            
            
            (791
            )Deferred
      revenue
            
            
            (399
            )
            
            
            (126
            )Net
      cash used for operating activities
            
            
            (1,611
            )
            
            
            (4,829
            )CASH
      FLOWS FROM INVESTING ACTIVITESPurchase
      of equipment
            
            
            (22
            )
            
            
            (236
            )Disposal
      of equipment
            
            
            333
            
            
            
            176Net
      cash provided by (used) for investing activities
            
            
            311
            
            
            
            (60
            )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
            
            
            6,100Payoff
      of convertible debt
            
            
            —
            
            
            
            (431
            )Re-issuance
      of convertible debt
            
            
            
            
            
            
            475Proceeds
      from short-term debt
            
            
            1,138
            
            
            
            1,917Repayments
      of long-term debt
            
            
            —
            
            
            
            54Excess
      tax benefit from share based payment arrangements
            
            
            (951
            )
            
            
            (469
            )Net
      cash provided by  financing activities
            
            
            6,287
            
            
            
            1,546NET
      INCREASE ( DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            4,987
            
            
            
            (3,343
            )CASH AND CASH EQUIVALENTS,beginning of period
            
            
            341
            
            
            
            4,339CASH AND CASH EQUIVALENTS,end of period
            
            $
            5,328
            
            
            $
            996





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




- 3
-


ZAP
AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED 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, 2009 are not indicative of the results that may
be expected for the year ending December 31, 2009 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-K for the year ended December
31, 2008 filed with the Securities and Exchange Commission (the “SEC”) on March
31, 2009 (our “2008 10-K”).




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.














- 4
-


NOTE
2 SIGNIFICANT ACCOUNTING POLICIES




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. Potentially dilutive securities associated with stock options, warrants
have been excluded from the diluted net loss per share amounts, since the effect
of these securities would be anti-dilutive. At September 30, 2009, these
potentially dilutive securities include options for 26.8 million shares of
common stock and warrants for 68.2 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.




FAIR
VALUE OF FINANCIAL INSTRUMENTS


The
carrying amount reported in the balance sheet for cash and cash equivalents,
accounts payable and accrued expenses approximates fair value because of the
immediate or short-term maturity of these financial instruments. The carrying
amount reported for notes payable approximates fair value because in general,
the interest on the underlying instruments fluctuates with market
rates.




COMMON
STOCK ISSUED FOR OTHER THAN CASH




Services
performed and other transactions settled in the company’s common stock are
recorded at the estimated fair value of the stock issued if that value is more
readily determinable, than the fair value of the consideration
received.





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 over the terms of the agreement. The Company has recognized
approximately $275,000 and $395,000 of license revenue and other adjustments for
the three and nine month period ended September 30, 2009, resulting in an ending
balance of $188,000.




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.




- 5
-
 
 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.


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.




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® and the safety recall,
ZAP Truck and ZAP Shuttle Van vehicles and other varying warranties. At
September 30, 2009, the Company has recorded a warranty liability for $343,000
for estimated repair costs and the Xebra Safety Recall.




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.








NOTE
3 STOCK-BASED COMPENSATION




We have
stock compensation plans for employees and directors, which are described in
Note 7 to our consolidated financial statements in our 2008Annual Report on Form
10-K as filed with the SEC on March 31, 2009. 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.




Under the
provisions of SFAS 123R, we recorded $ 963,000 of stock compensation, net of
estimated forfeitures, in general and administrative expenses, in our unaudited
condensed consolidated statement of operations for the three months ended
September 30, 2009 . We utilized the Black-Scholes valuation model for
estimating the fair value of the stock compensation granted after the adoption
of SFAS 123R, with the following range of assumptions.




Three
      Months Ended
              September
      30, 2009Expected
      Dividend yield
            0%Expected
      volatility
            137.8-158.2Risk-free
      interest rate
            2.30
      to3.15 %Expected
      life (in years) from grant date
            5
      to 5.75Exercise
      price
            $0.36
      to $0.78




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




- 6
-


A summary
of options under the Company’s stock option plans from December 31, 2008 through
September 30, 2009 is as follows:




Number
      of
              Shares
            
            
            Weighted
              Average
              Exercise
      Price
            
            
            Weighted

                Average
                Remaining
                Contractual
                Term
                (in
      years)
            
            
            Aggregate
              Intrinsic
              ValueOutstanding
      December 31, 2008
            
            
            11,666,000
            
            
            $
            .96
            
            
            
            8.0Options
      granted under the plan
            
            
            —
            
            
            
            —
            
            
            
            —Options
      exercised
            
            
            —
            
            
            
            —
            
            
            
            —Options
      forfeited and expired
            
            
            —
            
            
            
            —
            
            
            
            —Outstanding
      March 31, 2009
            
            
            11,666,000
            
            
            $
            1.03
            
            
            
            8.0Options
      granted under the plan
            
            
            1,150,000
            
            
            $
            0.40
            
            
            
            10.0Options
      exercised
            
            
            —
            
            
            
            —
            
            
            
            —Options
      forfeited and expired
            
            
            (2,542,000
            )
            
            
            —
            
            
            
            —Outstanding  June
      30, 2009
            
            
            10,274,000
            
            
            $
            0.97
            
            
            
            8.9Options
      granted under the plan
            
            
            17,034,000
            
            
            $
            0.39
            
            
            
            10.0Options
      exercised
            
            
            —
            
            
            
            —
            
            
            
            —Options
      forfeited and expired
            
            
            (444,000
            )
            
            
            —
            
            
            
            —Outstanding  September
      30, 2009
            
            
            26,864,000
            
            
            $
            0.56
            
            
            
            7.74




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, 2009, for
those options for which the quoted market price was in excess of the exercise
price (“in-the-money­ options”). There were no options in the money at
September 30, 2009.




As of
September 30, 2009, total compensation cost of unvested employee stock options
is $5.3 million. This cost is expected to be recognized through September 2012.




NOTE 4  INVENTORIES,
NET-Inventories are as follows:


September
      30,
              2009
            
            
            December
      31,
              2008Advanced
      transportation vehicles
            
            $
            1,241
            
            
            $
            1,977Vehicles
      - conventional
            
            
            426
            
            
            
            518Parts
      and supplies
            
            
            780
            
            
            
            721Finished
      goods
            
            
            336
            
            
            
            353$
            2,783
            
            
            $
            3,569Less
      - inventory reserve
            
            $
            (360
            )
            
            $
            (526
            )$
            2,423
            
            
            $
            3,043




- 7
-
 
 NOTE 5 SHORT-TERM DEBT
PROMISSORY NOTE
  On July
30, 2008, ZAP (the “Company”) executed a Promissory Note for a $10 million
credit line (the “Note”) and a Deed of Trust, Assignment of Leases and Rents and
Security Agreement and Fixture Filing (the “Security Agreement”), both in favor
of Al Yousuf LLC (the “Lender”). The Al Yousuf Group is a Dubai-based
conglomerate and a major shareholder of ZAP. The President of Al Yousuf LLC is
Mr. Eqbal Al Yousuf who is also a Director of ZAP.
 The
following description is a summary of the material terms and conditions of both
the Note and the Security Agreement.


The
maximum principal loan under the Note is $10,000,000. The initial outstanding
principal sum advanced to the Company is $1,760,000. This advance was used to
pay-off the existing secured note payable on the building which was held by an
outside party. The Note matures February 28, 2010. Interest only payments are
due under the Note monthly commencing August 30, 2008. Other advances shall be
for (i) the purposes of inventory from June 1, 2008 consistent with the
currently applicable budget of the Company, as approved by its board of
directors (an “Inventory Advance”) or (ii) general working capital to be used
consistently with the Company’s budget (a “Working Capital Advance”). The
interest rate shall accrue daily at a rate per annum equal to the greater of (i)
one month LIBOR plus 3% per annum and (ii) eight percent (8.00%) per annum,
commencing on the date of the Note.




The Note
matures February 28, 2010. Interest only payments are due under the Note monthly
commencing August 30, 2008. Repayment of an Inventory Advance is due four (4)
months after the date of such Advance. Repayment of a Working Capital Advance is
due six (6) months after the date of such Advance. The repayment term may be
extended upon written request of the Company and at the Lender’s sole
discretion. The Note is pre-payable in whole or in part without penalty and upon
30 days’ written notice to Lender. All principal and interest due under the Note
is secured by the corporate headquarters building in Santa Rosa,
California.





The Note
contains customary Events of Default, including but not limited to the
following: (i) failure by the Company to make any scheduled payment of
principal, interest or other amounts due under the Note, (ii) failure to pay-off
the Note upon the Maturity Date, (iii) any representation or warranty made in
the Loan Documents by the Company being found false in any material respect,
(iv) consent by the Company to appoint a conservator or liquidator in a
bankruptcy proceeding relating to the Company or all or substantially all of its
assets and (v) failure of the Company to maintain insurance required pursuant to
the Loan Documents. Upon the occurrence of an Event of Default, the Note shall
become due and payable and the interest rate shall increase by 3.00% per annum.
All principal and interest due under the Note is secured by the Company’s
corporate headquarters building.




On May
14, 2009 we received a Notice of Delinquent Payments from Mr. Hossein Haghighi,
the Chief Financial Officer of Al Yousuf LLC, notifying us that an outstanding
principle for inventory advances of $3.4 million plus monthly interest payments
has not been paid as required by a $10 million Promissory Note. Mr. Haghighi
further indicated that AL Yousuf LLC intended to enforce the collection of the
total amounts due under the terms of the note against the Company. The
collateral for the note is our corporate headquarters building and land located
in Santa Rosa California. The total due on the note is approximately $5.6
million at September 30, 2009 with inventory advances totaling $3.8 million and
a building loan of $1.8 million plus interest.





On
September 25, 2009, a complaint captioned Al Yousuf LLC v ZAP (Case No. SW
245950) was filed in the Superior Court for the County
of   Sonoma.  The complaint alleges causes of action
for judicial foreclosure and deficiency judgment in connection with a loan
agreement with Al Yousuf LLC.  The President of Al Yousuf LLC, Eqbal
Al Yousuf, is a member of ZAP’s board of directors.  In its Complaint,
Al Yousuf LLC claims that ZAP has failed to make scheduled payments required
under the loan agreement which is secured by real property that serves as ZAP’s
principal executive offices.  Plaintiff seeks to foreclose on the
property that secures the loan agreement and recover attorney’s fees of
approximately $125,000, and obtain such other and further relief as the Count
may deem just and proper.  ZAP has yet responded to the
Complaint.  The parties are engaged in settlement
discussions.




In
addition the Company borrowed $750,000 from Portable Energy LLC; a private
equity company equally owned 50% by ZAP and Al Yousuf. These borrowings are due
on demand.







- 8
-
 
 NOTE
6 INCOME TAXES
  We
adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes – an Interpretation of FASBStatement 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 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 were any interest expense recognized for the period ended
September 30, 2009.


NOTE
7 SHAREHOLDERS’ EQUITY




ZAP’s
common stock is quoted on the OTC Bulletin Board under the symbol “ZAAP. OB”







NOTE
8 RELATED PARTY TRANSACTIONS




Rental
agreements




The
Company rents office space, land and warehouse space from Mr. Steven Schneider,
its CEO and a major shareholder. These properties are used to operate the car
outlet and to store inventory. Rental expense was approximately $63,000 for both
the nine months ended September 30, 2009 and 2008.




Notes Receivable
Shareholders




In June
2009, the Company completed a private placement for $2,000,000 in exchange for
8,000,000 shares of Common Stock at $0.25 per share.  The aggregate
proceeds from the placement of the Common Stock of $2,000,000 will be released
in stages through the 4th quarter of 2010.  The proceeds from the
placement of the Common Stock will be used for general and administrative
operating expenses and to continue the Company’s accelerated R&D on the new
electric vehicles in the planning pipeline. The transaction was done with one of
our large existing shareholders and two of his controlled entities.




In
addition warrants were also issued to the investors which grant the holders the
right to purchase up to 8,000,000 shares of the Registrant’s Common Stock at a
price of $0.50 per share. The warrants expire on June 14, 2014.




Financing provided to the
Company by Cathaya Capital LLC whose General Partner is Priscilla Lu, Chairman
of the Board of ZAP


On August
6, 2009, the Company entered into a Securities Purchase Agreement with Cathaya
Capital, L.P., a Cayman Islands exempted limited partnership. Pursuant to the
Agreement, the Investor purchased 20 million shares of the Company’s Common
Stock at a price of $0.25 per share for an aggregate purchase price of $5
million. In addition warrants were also issued to the investors which grant the
holders the right to purchase up to 10,000,000 shares of the Registrant’s Common
Stock at a price of $0.50 per share.  The warrants expire on August
16, 2014.
  The
Company also entered into a Secured Loan Facility with the Investor pursuant to
a Secured Convertible Promissory Note. The Note provides for an aggregate
principal amount of up to $10 million in advances to be made to the Company by
the Investor prior to October 1, 2012. The aggregate principal amount of the
advances made under the Note accrues interest at a rate per annum equal to the
greater of (i) five percent (5%) and (ii) three percent (3%) plus prime. The
aggregate principal amount of each advance made under the Note plus interest
becomes due and payable to the Investor on the earlier of (i) the two year
anniversary of the date such advance was made and (ii) December 31, 2012. The
Note is


- 9
-
 
   Financing provided to the
Company by Al Yousuf LLC, Whose President is a Director of
ZAP
  The
company entered into various financing arrangements during the second and third
quarter 2008 with The Al Yousuf Group who is a Dubai-based conglomerate and a
major shareholder of ZAP. The President of Al Yousuf LLC is Mr. Eqbal Al Yousuf,
who is also a Director of ZAP who arranged for the note terms and
provisions.
  On July
30, 2008 we received a $10 million financing arrangement from the Al Yousuf
Group, a Dubai-based conglomerate to provide future working capital to ZAP and
help meet the growing demand for ZAP electric vehicles. The financing
arrangement allows for advances by ZAP over the next few years commencing on the
date of the Note. The initial outstanding principal sum advanced to the Company
is $1,760,000. This advance was used to pay-off the existing secured note
payable on the building. The Note matures February 28, 2010. Interest only
payments are due under the Note monthly commencing August 30, 2008. All
principal and interest due under the Note is secured by the corporate
headquarters building in Santa Rosa, California.


On May
14, 2009 we received a Notice of Delinquent Payments from Mr. Hossein Haghighi,
the Chief Financial Officer of Al Yousuf LLC, notifying us that an outstanding
principle for inventory advances of $2.8 million plus monthly interest payments
has not been paid as required by a $10 million Promissory Note. Mr. Haghighi
further indicated that AL Yousuf LLC intended to enforce the collection of the
total amounts due under the terms of the note against the Company. The
collateral for the note is our corporate headquarters building and land located
in Santa Rosa California. The total due on the note is approximately $5.6
million at September 30, 2009 with inventory advances totaling $3.8 million and
a building loan of $1.8 million including interest.


On
September 25, 2009, a complaint captioned Al Yousuf LLC v ZAP (Case No. SW
245950) was filed in the Superior Court for the County
of   Sonoma.  The complaint alleges causes of action
for judicial foreclosure and deficiency judgment in connection with a loan
agreement with Al Yousuf LLC.  The President of Al Yousuf LLC, Eqbal
Al Yousuf, is a member of ZAP’s board of directors.  In its Complaint,
Al Yousuf LLC claims that ZAP has failed to make scheduled payments required
under the loan agreement which is secured by real property that serves as ZAP’s
principal executive offices.  Plaintiff seeks to foreclose on the
property that secures the loan agreement and recover attorney’s fees of
approximately $125,000, and obtain such other and further relief as the Count
may deem just and proper.  ZAP has yet responded to the
Complaint.  The parties are engaged in settlement
discussions.
  In
addition the Company borrowed $750,000 from Portable Energy LLC; a private
equity company equally owned 50% by ZAP and Al Yousuf. These borrowings are due
on demand.






NOTE
9    SEGMENT REPORTING




In
accordance with the provisions of SFAS No. 131, the Company has identified three
reportable segments consisting of sales and marketing of electronic consumer
products, the Zappy 3 scooters and ATV’s, operation of a retail car outlet and
sales to and sales of advanced technology vehicles for the Xebra (TM), ZAP Truck
and ZAP Shuttle Van electric vehicles. These segments are strategic business
units that offer different services. They are managed separately because each
business requires different resources and strategies. The Company’s chief
operating decision making group, which is comprised of the Chief Executive
Officer and the senior executives of each of ZAP’s strategic segments, regularly
evaluate the financial information about these segments in deciding how to
allocate resources and in assessing performance. The performance of each segment
is measured based on its profit or loss from operations before income taxes.
Electric Consumer products and corporate expenses represent sales of our ZAPPY 3
which is a three wheeled electric scooter and the overall corporate expenses for
the company. Many of these expenses relate to the overall development of our
core business, Electric Consumer Products.




Car
outlet represents the activity of a retail outlet that sells pre-owned
conventional vehicles and advanced technology vehicles, now the Xebra, a
three-wheeled plug in electric vehicles, ZAP Truck and ZAP Shuttle Van, four
wheeled LSV plug in electric vehicles to retail customers.




- 10
-
 
 Advanced
Technology Vehicles represents the sales activity of advanced technology
vehicles, now the Xebra, a three-wheeled plug in electric vehicle, ZAP Truck and
ZAP Shuttle Van, four wheeled LSV plug in electric vehicles to ZAP Dealers
through-out the U.S.


Segment
results are summarized as follow (in thousands):
 Electronic
                Consumer
                Products
                and
                Corporate
                Expenses
              
              
              Car
      Outlet
              
              
              Advanced
                Technology
                Vehicles
              
              
              TotalsFor
      the 3 months ended of September 30, 2009:Net
      Sales
              
              $
              83
              
              
              $
              435
              
              
              $
              728
              
              
              $
              1,246Gross
      profit
              
              
              7
              
              
              
              88
              
              
              
              306
              
              
              
              401Net
      Loss
              
              
              (2,898
              )
              
              
              (21
              )
              
              
              (3
              )
              
              
              (2,922
              )Total
      Assets
              
              
              10,106
              
              
              
              465
              
              
              
              1,934
              
              
              
              12,505For
      the 3 months ended of September 30, 2008:Net
      Sales
              
              $
              364
              
              
              $
              528
              
              
              $
              2,170
              
              
              $
              3,062Gross
      profit (Loss)
              
              
              (48
              )
              
              
              156
              
              
              
              262
              
              
              
              370Net
      Loss
              
              
              (2,589
              )
              
              
              42
              
              
              
              64
              
              
              
              (2,483
              )Total
      Assets
              
              
              7,316
              
              
              
              537
              
              
              
              1,815
              
              
              
              9,668For
      the 9 months ended of September 30, 2009:Net
      Sales
              
              $
              365
              
              
              $
              1,307
              
              
              $
              1,419
              
              
              $
              3,091Gross
      profit
              
              
              (34
              )
              
              
              288
              
              
              
              256
              
              
              
              510Net
      Loss
              
              
              (6,580
              )
              
              
              (20
              )
              
              
              (885
              )
              
              
              (7,485
              )Total
      Assets
              
              
              10,106
              
              
              
              465
              
              
              
              1,934
              
              
              
              12,505For
      the 9 months ended of September 30, 2008:Net
      Sales
              
              $
              611
              
              
              $
              1,250
              
              
              $
              4,180
              
              
              $
              6,041Gross
      profit (Loss)
              
              
              (126
              )
              
              
              181
              
              
              
              632
              
              
              
              687Net
      Loss
              
              
              (7,279
              )
              
              
              (146
              )
              
              
              (43
              )
              
              
              (7,472
              )Total
      Assets
              
              
              7,316
              
              
              
              537
              
              
              
              1,815
              
              
              
              9,668


NOTE
10 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


Nine
      months Ended
              September
      30,
              (in
      thousands)2009
            
            
            2008Cash
      paid during the period for interest
            
            $
            76
            
            
            $
            —Cash
      paid during the period for income taxes
            
            $
            4
            
            
            $
            4Non-cash
      investing and financing activities:Reclassification
      of long term debt to short term:Increase
      in short term debt
            
            
            1,772
            
            
            
            —Decrease
      in long term debt
            
            
            (1,772
            )
            
            
            —Stock
      and warrants issued for:Re-payment
      of 8% Senior debt
            
            $
            —
            
            
            $
            431







- 11
-


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




THIS
QUARTERLY REPORT OF FORM 10-Q, 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:




o
                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;




o
            OUR
      ABILITY TO ATTRACT AND RETAIN THE PERSONNEL QUALIFIED TO IMPLEMENTOUR
      GROWTH STRATEGIES, o OUR ABILITY TO OBTAIN APPROVAL FROM GOVERNMENT
      AUTHORITIES FOR OURPRODUCTS;




o
            OUR
      ABILITY TO PROTECT THE PATENTS ON OUR PROPRIETARY
    TECHNOLOGY;




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




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




o
            CHANGES
      IN OUR BUSINESS PLAN AND CORPORATE STRATEGIES;
  AND




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





- 12
-


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




OverviewGENERAL




ZAP
stands for Zero Air Pollution(R). With its new product offerings, the Company is
positioned to become a leading brand and distribution portal of electric and
other advanced technology vehicles. ZAP is committed to running its business
based on a strong philosophical foundation that supports the environment, social
responsibility and profitability.




ZAP’s
strategy is to serve the growing and underrepresented consumer that seeks
electric and fuel efficient vehicles. With the recent increases in the cost of
oil and increasing concern about the environment and the effects of global
warming, we believe there is a large and untapped demand in the areas of
transportation and consumer products. During the energy crisis of the 1970s,
Japanese automobile manufacturers penetrated the United States market when
domestic automobile manufacturers failed to anticipate changes. ZAP believes a
similar opportunity is present today, enhanced by heightened environmental
awareness, climate changes and economic pressures. ZAP has assembled a complete
line of products to meet the growing demands of the environmentally conscious
consumer focused on two primary businesses: ZAP Automotive and ZAP Power
Systems.




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.




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 and conventional automobiles; ZAP
Stores is engaged primarily in consumer sales of ZAP products at one location
and ZAP Manufacturing is engaged primarily in the distribution of ZAP
products.






Recent
Developments




Some of
the noteworthy events for the Company that occurred during the Third quarter of
2009 and through the date of this report are as follows:




1.
              We
      secured up to $25 million in new financing with Cathaya Capital, L.P. With
      offices in Silicon Valley, Cathaya, L.P. is backed by financier Jacques de
      Chateauvieux’s
      Paris-based Jaccar Holdings and intends to manage the investment through
      its affiliate Better World International Ltd. Financing includes a private
      placement of twenty million shares of common stock for aggregate proceeds
      of $5 million and a secured loan facility of up to $10 million that will
      be advanced to ZAP provided


- 13
-
 certain
      conditions are met. In connection with the financing, the investor also
      was issued warrants exercisable for up to twenty million shares of common
      stock at $0.50 per share.


2.
              To
      help automotive fleets reduce emissions and operating expenses we have
      begun distributing a five-passenger van and a new XL Truck both of which
      are 4-wheel, 100 percent, plug-in electric vehicles. The new Shuttle was
      designed for passenger transport or cargo. The seats are removable so it
      can convert into a cargo vehicle. Our new XL Truck was designed with a
      roomy cab for two and a sturdy bed platform capable of transporting 800
      lbs. for on-road use and up to 1,600 lbs. capacity for private roads and
      facilities.




3.
              We
      also  received a follow-on order from the U.S. military for
      additional Zaptruck XL electric vehicles and charging stations for
      shipment to a second international base. The reorder was based on an
      initial trial order placed in June. The new order includes eleven Zaptruck
      XLs as well as five 220-volt fast charging
  stations.







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 302009
            
            
            2008
            
            
            2009
            
            
            2008Statements
      of Operations Data:Net
      sales
            
            
            100
            %
            
            
            100
            %
            
            
            100
            %
            
            
            100
            %Cost
      of sales
            
            
            (67.8
            )
            
            
            (87.9
            )
            
            
            (83.5
            )
            
            
            (88.6
            )Operating
      expenses
            
            
            (255.5
            )
            
            
            (94.1
            )
            
            
            (244.4
            )
            
            
            (129.6
            )Loss
      from operations
            
            
            (223.1
            )
            
            
            (79.3
            )
            
            
            (227.9
            )
            
            
            (118.2
            )Net
      loss
            
            
            (233.5
            )
            
            
            (81.0
            )
            
            
            (241.7
            )
            
            
            (123.7
            )





Quarter
Ended September 30, 2009 Compared to Quarter Ended September 30,
2008





Net sales for the quarter
ended September 30, 2009 were $1.2 million compared to $3.1 million for the
period ended September 30, 2008.




Our third
quarter sales of Advanced Technology vehicles such as the ZAP Truck, ZAP Van and
Xebra, our three wheeled electric car and Zapino a full size electric road
scooter decreased from $2.2 million in 2008 to $727,000 in 2009. The decrease of
$1.5 million is primarily due to the phase out of our three wheeled Xebra
vehicle with reduced selling prices. The introduction and sales of the four
wheeled ZAP Truck and ZAP Van of $125,000 in the third quarter partially offset
the Xebra decline of $1.7 million.




Our
retail car lot experienced a decrease of $93,000 in sales for the third quarters
from $528,000 in 2008 to $435,000 in 2009. The decrease was due to the mix of
available vehicles for resale. During the third quarter the retail car lot had
many SUV’s and trucks that experienced less consumer demand. The business
segment was also affected by US government rebates to new large new car
dealers.




In our
Consumer Product segment third quarter sales decreased from $364,000 in 2008 to
$83,000 in 2009 for the third quarter ended September 30.  The
decrease is primarily due to less consumer demand for the ZAPPY 3 Pro together
with the Company’s shift in marketing efforts to become a major distributor of
advanced technology vehicles.




The
current U. S. economic recession has also caused an overall decrease in sales of
all products.




Gross profitincreased by
$31,000 from a gross profit of $370,000 for the third quarter ended September
30, 2008 to a gross profit of $401,000 for the quarter ended September 30, 2009.
As a percentage of sales the overall increase was from 12% to 32% primarily due
to the advanced technology segment.




- 14
-


Advanced
Technology vehicles gross profit increased from a $262,000 gross profit for the
period ended September 30, 2008 to   $306,000 for the period
ended September 30, 2009. As a percentage of sales the increase was from 12% to
43%. The major reason was due to the recognition of $274,000 of dealer start-up
fees for contracts that have expired during the quarter.




The
Consumer Products segment experienced an increase in gross profits in the third
quarter from a gross loss of $48,000 in 2008 to a gross profit of $7,000 in
2009. The increase was due less costs for quality control labor. In the third
quarter of 2008, we experienced repairs for the ZAPPY 3 Pro model, since then we
have changed manufacturers.




The gross
profit in the third quarter for our car lot decreased from $156,000 in 2008 to
$88,000.  As a percentage of sales it is a decrease from 30% to 20%.
The lower profits are due to the current recession and the mix of vehicle models
sold during the quarter. The decrease was primarily due to lower sales
volumes.





Sales and marketing expenses
decreased by $184,000 from $438,000 for the quarter ended September 30, 2008 to
$254,000 in 2009. The decrease was due to the elimination of certain sales and
marketing positions in the third quarter ended September 30, 2009. In addition,
we decreased the use of outside consultants to assist our sales
efforts.




General and administrative
expenses increased by $404,000 from $2.2 million for the quarter ended
September 30, 2008 to $2.6 million in 2009. The reason for the increase was
greater expense for legal fees for the financing arrangement
with  Cathaya Capital LLC. See further discussion in the liquidity
section of this report. In addition, we incurred higher costs for the expensing
of new employee stock options that were granted in the third quarter of
2009.




Research and development expensesdecreased by $57,000 from $138,000 in 2008 to $81,000 for the third
quarter ended September 30, 2009. The decrease was due to less work on the
development of the Alias prototype vehicle where in 2008, we used funds to
develop various models of the vehicle.




Impairment of Assetsrepresents the allowance for the phase out of our Latin American dealer
and adjustments to certain of our building improvement projects.




Interest expense, netincreased from an expense of $54,000 in third quarter 2008 to $134,000 in
third quarter of 2009. The increase was due to the higher loan balance on the
promissory note with Al Yousuf LLC see also note 5, short-term
debt.




Other income netincreased
from of $1,000 for the third quarter of 2008 to other income of $5,000 in the
third quarter of 2009. The increase was due to income from other minor customer
fees.




Net lossfor the third
quarterended
September 30, 2009 was $2.9 million as compared to a loss of $2.5 million for
the period ended September 30, 2008.






Nine months Ended September 30, 2009
Compared to Nine months Ended September 30, 2008




Net sales for the nine months
ended September 30, 2009, were $3.1 million compared to $6 million for the nine
months ended September 30 in the prior year.




Sales in
the Advanced Technology segment decreased from $4.1 million in 2008 to $1.4
million in 2009. The tight U.S. credit and general economic conditions
negatively impacted our dealer sales in the first nine months of 2009. In
addition, we also decreased our production of our  three wheel
electric vehicle the Xebra to transition to 4 wheel electric vehicles, the ZAP
Truck and the ZAP Van.




We
experienced an decrease of $246,000 in sales of consumer products from $611,000
in 2008 to $365,000 in 2009 due to fewer ZAPPY 3 scooters available for resale
as we searched for a new outside contractor manufacturer in 2009. We also
experienced less consumer demand as we focused our marketing efforts on becoming
a major distributor of advanced technology vehicles.




- 15
-
 
 Our
retail car lot experienced an increase in sales of $57,000 from $1.2 million in
2008 to $1.3 million in 2009. The increase was due to strong sales in the first
quarter of 2009. Due to the current recession many consumers chose lower priced
pre-owned vehicles that are distributed through our retail car
outlet.
 Gross
profitdecreased by $177,000 from  $687,000 for the
nine months ended September 30, 2008 compared to $510,000 for the nine
months ended September 30, 2009 .  However the gross profit as a
percentage of net sales increased from 10% to 17%. Overall the decrease in gross
profits was due to $3 million less sales for the nine month period ended
September 30, 2009 versus 2008.




In our
Advanced Technology segment our gross profit decreased by $376,000 from a gross
profit of $632,000 for the nine months ended September 30, 2009  The
decrease was primarily due to lower sales volumes and the establishment of an
allowance of $248,000 to repair Xebras for the safety recall.




In our
Consumer Products segment we experienced a decrease of $92,000 in gross loss
from $126,000 in 2008 to a gross loss of $34,000 in 2009. The gross loss was
less due to a sales decrease of $246,000 for the first nine months of 2009
compared to 2008.




Gross
profits in our retail car lot increased by $107,000 from $181,000 for the nine
months ended September 30, 2008 to $288,000 for the nine months ended September
30, 2009. The increase in gross profits was due to higher sales volumes and
better mix of vehicle models with higher margins.




Sales and marketing expenses
in the first nine months of 2009 decreased by $292,000 from $1.2 million in 2008
to $948,000 in 2009. The decrease was due to less expenses for outside
consultants and elimination of certain sales and marketing
positions.




General and administrative expensesfor the nine months ended September 30, 2009 decreased by $363,000 from
$6.1 million in 2008 to $5.8 million in 2009. The decrease was due to less legal
and professional fees for the first nine months. In addition, various general
and administrative positions were either eliminated or work time
cut-back.




Research and development expensesdecreased by $293,000 from $456,000 in 2008 to $163,000 in 2009. The
decrease was the result of less one time charges as in 2008 for the development
of an R&D venture for various products to be developed in
China.




Impairment of Assetsrepresents disputes with foreign outside contract manufacturers over
products, mostly parts, that we believe belong to us and are being held by them.
In addition, we made certain payments for vehicle production that we believe
were not shipped as promised. We are uncertain if these disputes can be
favorably resolved by us and we are seeking full repayment for the products. In
addition, we established an allowance to phase out our Latin American
dealer.




Interest expense, netincreased by $147,000 from an interest expense of $284,000 for the first
nine months of 2008 to interest expense of $431,000 in the nine months ended
September 30, 2009. The increase was due to higher borrowings on the Financing
arrangement with Al Yousuf .




Other Income (expense)decreased from an expense of $42,000 for the nine months ended September
30, 2008 to other income of $8,000 in the first nine months of 2009. The
decrease was due less one time charges for charitable contributions that were
done in 2008.




Net lossfor the both of the
nine months ended September 30, 2009  and 2008
was  approximately $7.5 million.






Liquidity and Capital
Resources




In the
first nine months of 2009 net cash used for operating activities was $1.6
million. Cash used in the first nine months of 2009 was comprised of the net
loss incurred for the first nine months of $7.5 million plus net non-cash
expenses of $4.7 million and the net increase of $1.1million in operating assets
and liabilities. In the first nine months of 2008, the Company used cash for
operations of $4.8 million was comprised of the net loss of $7.5 million plus
net non-cash expenses of $4.7 million, and the net decrease in operating assets
and liabilities of $2 million.




- 16
-
 
 Investing
activities provided cash of $311,000  in the first nine months ended
September 30, 2009 and . The disposal of equipment resulted in increases to
cash.
  2008. In
2009, we received cash from private placements of $6.1 million from four
investors.




The
Company had cash of $5.3 million at September 30, 2009 as compared to $996,000
at September 30, 2008. The Company had working capital  of $48,000 and
working capital of $235,00 for the periods ended September 30, 2009 and 2008
respectively.




On July
30, 2008 we received a $10 million financing arrangement from the Al Yousuf
Group, a Dubai-based conglomerate to provide future working capital to ZAP and
help meet the growing demand for ZAP electric vehicles. The Al-Yousuf group is a
major investor of ours and the President of Al-Yousuf, Mr. Eqbal Al-Yousuf is
our Chairman of the Board. The financing arrangement allows for advances by ZAP
over the next few years commencing on the date of the Note.




On May
14, 2009 we received a Notice of Delinquent Payments from Mr. Hossein Haghighi,
the Chief Financial Officer of Al Yousuf LLC, notifying us that an outstanding
principle for inventory advances of $3.4 million plus monthly interest payments
has not been paid as required by a $10 million Promissory Note. Mr. Haghighi
further indicated that AL Yousuf LLC intended to enforce the collection of the
total amounts due under the terms of the note against the Company. The
collateral for the note is our corporate headquarters building and land located
in Santa Rosa California. The total due on the note is approximately $5.6
million at September 30, 2009 with inventory advances totaling $3.8 million and
a building loan of $1.8 million plus interest.




On
September 25, 2009, a complaint captioned Al Yousuf LLC v ZAP (Case No. SW
245950) was filed in the Superior Court for the County
of   Sonoma.  The complaint alleges causes of action
for judicial foreclosure and deficiency judgment in connection with a loan
agreement with Al Yousuf LLC.  The President of Al Yousuf LLC, Eqbal
Al Yousuf, is a member of ZAP’s board of directors.  In its Complaint,
Al Yousuf LLC claims that ZAP has failed to make scheduled payments required
under the loan agreement which is secured by real property that serves as ZAP’s
principal executive offices.  Plaintiff seeks to foreclose on the
property that secures the loan agreement and recover attorney’s fees of
approximately $125,000, and obtain such other and further relief as the Count
may deem just and proper.  ZAP has yet responded to the
Complaint.  The parties are engaged in settlement
discussions.
  We have
experienced the following transaction that strengthen our
liquidity:




On August
6, 2009, the Company entered into a Securities Purchase Agreement with Cathaya
Capital, L.P., a Cayman Islands exempted limited partnership. Pursuant to the
Agreement, the Investor purchased 20 million shares of the Company’s Common
Stock at a price of $0.25 per share for an aggregate purchase price of $5
million. In addition warrants were also issued to the investors which grant the
holders the right to purchase up to 10,000,000 shares of the Registrant’s Common
Stock at a price of $0.50 per share.  The warrants expire on August
16, 2014.




The
Company also entered into a Secured Loan Facility with the Investor pursuant to
a Secured Convertible Promissory Note. The Note provides for an aggregate
principal amount of up to $10 million in advances to be made to the Company by
the Investor prior to October 1, 2012. The aggregate principal amount of the
advances made under the Note accrues interest at a rate per annum equal to the
greater of (i) five percent (5%) and (ii) three percent (3%) plus prime. The
aggregate principal amount of each advance made under the Note plus interest
becomes due and payable to the Investor on the earlier of (i) the two year
anniversary of the date such advance was made and (ii) December 31, 2012. The
Note is convertible into shares of the Company’s Common Stock at a conversion
rate, subject to any adjustments called for by the terms of the Note, of 2,000
shares of Common Stock for each $1,000 principal amount of the Note being
converted. The Note is secured by the terms and conditions of a security
agreement covering all of the Company’s assets other than those assets
specifically excluded from the lien created by the Security
Agreement.  Additional warrants were also issued to the holder which
grants the right to purchase up to six million shares of the Registrant’s Common
Stock at a price of $0.50 per share.  The warrants expire on August
16, 2014.




In June
of 2009, we completed a private placement with one of our large shareholders
(two of his controlled entities) for a total of $2 million for 8 million shares
of common stock. One half or $1 million was received and the other $1 million is
due throughout 2010 in accordance with the terms of the shareholder note
receivable. In addition warrants were also issued to the investors which grant
the holders the right to purchase up to 8,000,000 shares of the Registrant’s
Common Stock at a price of $0.50 per share. The warrants expire on June 14,
2014.




- 17
-
 
 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, 2009 and 2008, 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.




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.




BUSINESS
DEVELOPMENT




Founded
in 1994, ZAP has invented, designed, manufactured, and marketed numerous
innovative products since the Company’s inception. In 1995, ZAP began marketing
electric transportation on the Internet through our website, www.zapworld.com. ZAP has been a
pioneer in developing and marketing electric vehicles such as a zero-emission
ZAP(R) electric bicycle, ZAP Power System, which adapts to most bicycles, and
the ZAPPY(R) folding electric scooter. From 1996 through 1998, we continued to
add to our product line; in 1999, ZAP added electric motorbikes; in 2001, it
added electric dive scooters; in 2003, ZAP announced its first electric
automobiles, including the first-ever production electric automobile imported
from its manufacturing partner in China; in 2004 ZAP introduced electric
all-terrain vehicles and the fuel-efficient Smart Car; and in 2005 ZAP
introduced multi-fuel vehicles, capable of running on ethanol and/or gasoline.
To date, we have delivered more than 100,000 electric vehicles and consumer
products to customers in more than 75 countries, which we believe establishes us
as one of the leaders in the alternative transportation
marketplace.





- 18
-
 
 Today,
ZAP is continuing its focus as one of the pioneers of advanced transportation
technologies and leveraging its place in the market as a magnet for new
technologies. The Company believes there is a growing and underrepresented
market for fuel efficient transportation vehicles and we are capitalizing on the
opportunities enhanced by heightened environmental awareness, climate changes
and economic pressures. The technology is available to deliver transportation
solutions that are practical and affordable. With our products such as the
XEBRA, ZAP Truck, ZAP Shuttle Van and ZAPPY 3, ZAP is already delivering such
solutions to the market. Our goal is to become one of the largest and most
complete brand and distribution portals in the United States for advanced
technology vehicles and 100% plug-in electrics.
  To
distribute our practical, affordable and advanced transportation technologies,
we have established and are growing both our portal of qualified automotive
dealers and our relationships with specialty dealers/distributors for our power
system products. Through these distribution channels, coupled with the continued
establishment of partnerships with select manufacturers, we intend to expand our
market recognition by building awareness of the evolving technologies available
for automotive transportation and in reducing our nation’s dependency on foreign
oil.
 PRODUCT
SUMMARY
  Our
existing product line, which includes completed, market ready products and
planned introductions, is as follows:
  ZAP
AUTOMOTIVE


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 vehicle
capable of speeds up to 40 mph. Within the next twelve to thirty-nine months, we
hope to have distribution agreements in place with vehicle manufacturers whose
products fit ZAP’s mission. To distribute our product to end consumers and
fleets, we have established more than 50 licensed automotive dealers and intend
to grow this base significantly over the next several years.




In 2006,
ZAP Automotive introduced the following automobile products:




o
            the
      100% electric XEBRA sedan with an MSRP of
      approximately$11,000;




o
            the
      100% electric XEBRA utility vehicle truck with an MSRP of approximately
      $12,000; and




In 2007,
ZAP Automotive introduced a new electric scooter, the ZAPINO, with an advanced
3,000 watt brushless DC hub motor, perfect for city commuting and able to reach
speeds of 30 MPH with an MSRP of $3,500.




In 2009,
we introduced the ZAP Truck XL, which is a low speed 4 wheel utility truck and
having a MSRP of approximately $14,900. The ZAP Shuttle Van was also introduced,
which is designed for passenger transport or cargo. The seats are removable so
it can convert into a cargo vehicle




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




o
              The
      ZAP Alias, which has a target price of $32,500 per vehicle and an
      estimated range of 100 miles per charge. This vehicle launch date is for
      2010.




We are
also in discussions with other foreign manufacturers and hope to establish
additional relationships within the next twelve to thirty-nine months for other
vehicle platforms.




XEBRA




We
believe that XEBRA is the only series production electric vehicle in the United
States that can legally travel faster than 25 mph. The car’s suggested retail
price of $11,000 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.





- 19
-
 
 XEBRA
Sedan (ZAPCAR (R))
  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(R))
  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.
  ZAP XL
TRUCK
  ZAP’s new
XL Truck was designed with a roomy cab for two and a sturdy bed platform capable
of transporting 800 lbs. for on-road use and up to 1,600 lbs. capacity for
private roads and facilities. This 100 percent electric workhorse has
convertible, drop-side bed construction to convert to a flatbed. ZAP’s XL Truck
can be ordered with options like air conditioning, enclosed weatherproof cargo
box, solar charger, above-bed utility rack and rapid charging system. MSRP is
$14,500.


ZAP
SHUTTLE VAN




ZAP’s new
Shuttle was designed for passenger transport or cargo. The seats are removable
so it can convert into a cargo vehicle with 108 cubic feet and a 900 lb. total
carrying capacity. Large slider doors on both sides and a rear lift hatch
provide convenient access to the rear compartment, which is weatherproof and
secure. At 138 inches, its length is just shy of most mini-vans and at 6 ft 2
inches it has plenty of headroom. The ZAP Shuttle was designed for
transportation around large campuses, to and from parking lots, and, because it
produces zero emissions, through factories, warehouses and other indoor uses.
Air conditioning, solar panels and a rapid charger are available options. MSRP:
$14,700.




LOTUS




In 2007,
we announced and entered into a development and feasibility contract with Lotus
Engineering to develop an electric all-wheel drive crossover high performance
vehicle for the U.S. market.




We are
also developing a $32,000 all electric vehicle with a targeted 100 mile range,
the ZAP Alias (TM), which is expected third quarter 2010.




Future Automotive
Offerings




Over the
next 36 months, we hope to establish relationships with 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 2009, we have identified the following
products as potential future offerings for the Company: (1) an affordable 100%
electric two-seater sports coupe and a high performance highway all electric
vehicle.




ZAP Power
Systems




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.




- 20
-
 
 Our
current product offerings include:
 
 Three-wheeled
personal transporters (ZAPPY3, ZAPPY3 Pro, ZAPPY3 EZ); o Off-road vehicles
(electric quads and motorcycles); and The ZAPPY 3 Personal Transporters Seaway’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 a selling price range of $530 to $900, depending on the model purchased,
which we believe is the most economical of all offerings.
  The
ZAPPY3 retail focus has continued strong in 2009. 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 eco­friendly, the
Zapino is powerful with an advanced 3000-watt brushless DC hub motor, perfect
for city commuting. Able to reach speeds of 30 MPH, the Zapino is 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 $5.0 billion in
revenues in 2006 with the market for ATVs. In the United States alone,
approximately 800,000 units were sold in 2006. 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.


- 21
-
 
 We
entered the electric ATV market in 2006 with our ZAP Buzz mini ATV. The Buzz has
a 450 watt geared-motor and a top speed of 15 mph with a range of approximately
20 miles. In the 1st quarter of 2007, 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 the 3rd quarter 2008
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.
   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.
  We
incurred net losses of $7.5 million, $9.8 million, $28 million, for the nine
months ended September 30, 2009 and the years ended December 31, 2008, 2007
respectively. We can give no assurance that we will be able to operate
profitably in the future.
  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 Nissan, 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 have 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.




- 22
-
 
 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.
  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 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.




- 23
-
 
 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 co-founder, 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.
  Manufacturing
overseas may cause problems for us.
  We have
been shifting our manufacturing overseas. 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
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.




- 24
-
 
 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. 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.
  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.
 
 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.
  - 25
-
 Item
4. Controls and Procedures
  Disclosure
Controls and Procedures
  Our
management, under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) as of the end of the period covered by this
report. Based on this evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, our
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by us in the reports filed, furnished or submitted under the Exchange
Act. Our Chief Executive Officer and Chief Financial Officer also concluded that
our disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosures.




Changes
in Internal Control Over Financial Reporting




There
were no changes in our internal control over financial reporting (as defined in
Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by
this report that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





PART II - OTHER INFORMATION




ITEM 1. LEGAL
PROCEEDINGS.




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.




On
September 25, 2009, a complaint captioned Al Yousuf LLC v ZAP (Case No. SW
245950) was filed in the Superior Court for the County
of   Sonoma.  The complaint alleges causes of action
for judicial foreclosure and deficiency judgment in connection with a loan
agreement with Al Yousuf LLC.  The President of Al Yousuf LLC, Eqbal
Al Yousuf, is a member of ZAP’s board of directors.  In its Complaint,
Al Yousuf LLC claims that ZAP has failed to make scheduled payments required
under the loan agreement which is secured by real property that serves as ZAP’s
principal executive offices.  Plaintiff seeks to foreclose on the
property that secures the loan agreement and recover attorney’s fees of
approximately $125,000, and obtain such other and further relief as the Count
may deem just and proper.  ZAP has yet responded to the
Complaint.  The parties are engaged in settlement
discussions.
  Voltage Vehicles v. Rajun Cajun, et
al., Superior Court of California, County of Sonoma, Case No. SCV 240179, filed
February 9, 2007. In itsComplaint, 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




- 26
-
 
 and that
Voltage Vehicles has performed its obligations under the License Agreement. On
April 19, 2007, Rajun Cajun filed a Motion to Quash and/or for Dismissal or Stay. On
May 7, 2007 Rajun Cajun
voluntarily withdrew its Motion to Quash and/or for Dismissal or Stay. On May
24, 2007 Rajun Cajun filed both an Answer to Voltage Vehicles’ Complaint and a
Cross-Complaint against Voltage Vehicles. Various complaints and cross
complaints were filed by the both parties through  April  of
2009.  On April 29, 2009 Rajun Cajun served its Fourth Amended
Cross-complaint and Third Party Complaint (“Fourth Amended
Cross-complaint”).  The Fourth Amended Cross complaint contains six
causes of action, specifically: fraudulent misrepresentation; breach of written
contracts–asset purchase agreements; negligence; negligent misrepresentation;
securities fraud; and contract rescission for fraud in the
inducement.  The Fourth Amended Cross-complaint seeks general damages
in an amount in excess of $500,000, damages for Cross- complainants’ lost earnings, both past
and future, in a sum to be proven at trial, a sum in excess of $500,000
for Cross-complainants’ mental pain, a sum in excess of $500,000 for willful and
wanton misconduct, rescission of the license agreement and consideration paid to
Cross-complainants, with interest, costs and attorneys’ fees, and such other and
further relief the court may deem just and equitable.  ZAP and Voltage
Vehicles have both responded to the Fourth Amended Cross-complaint and filed a
motion for summary judgment, or in the alternative summary
adjudication.  On September 18, 2009, the court granted ZAP and
Voltage Vehicles’ motion for summary judgment on the Fourth Amended
Cross-Complaint.  Cross-complainants have stated that they will appeal
the ruling.  In that all substantive issues have been resolved in
ZAP’s and Voltage Vehicles’ favor with the granting of summary judgment, Voltage
Vehicles dismissed its Compliant without prejudice on October 23,
2009.








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




The
following lists sales of unregistered securities during the quarter ended
September 30, 2009 that were not previously included in a Quarterly Report on
Form 10-Q or a Current Report on Form 8-K. We relied on the 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
27, 2009, the Company issued 400,000  shares of common stock for a
private placement valued at $100,000.




On August
17, 2009, the Company issued 22,222 shares valued at $10,000 for marketing
services.




Item 3.Defaults upon Senior
Securities




Related
Party Dispute




Please
note the indebtness is due to a related party—Al Yousuf LLC whose President Mr.
Eqbal Al Yousuf is also a Director of ZAP.




On July
30, 2008 we received a $10 million financing arrangement from the Al Yousuf
Group, a Dubai-based conglomerate to provide future working capital to ZAP and
help meet the growing demand for ZAP electric vehicles. The financing
arrangement allows for advances by ZAP over the next few years commencing on the
date of the Note. The initial outstanding principal sum advanced to the Company
is $1,760,000. This advance was used to pay-off the existing secured note
payable on the building. The Note matures February 28, 2010. Interest only
payments are due under the Note monthly commencing August 30, 2008. All
principal and interest due under the Note is secured by the corporate
headquarters building in Santa Rosa, California




- 27
-
 
 On May
14, 2009 we received a Notice of Delinquent Payments from Mr. Hossein Haghighi,
the Chief Financial Officer of Al Yousuf LLC, notifying us that an outstanding
principle for inventory advances of $3.8 million plus monthly interest payments
has not been paid as required by a $10 million Promissory Note. Mr. Haghighi
further indicated that AL Yousuf LLC intended to enforce the collection of the
total amounts due under the terms of the note against the Company. The
collateral for the note is our corporate headquarters building and land located
in Santa Rosa California. The total due on the note, including interest, is
approximately $5.6 million at September 30, 2009 with inventory advances
totaling $3.8 million and a building loan of $1.8 million plus interest.
 
 On
September 25, 2009, a complaint captioned Al Yousuf LLC v ZAP (Case No. SW
245950) was filed in the Superior Court for the County
of   Sonoma.  The complaint alleges causes of action
for judicial foreclosure and deficiency judgment in connection with a loan
agreement with Al Yousuf LLC.  The President of Al Yousuf LLC, Eqbal
Al Yousuf, is a member of ZAP’s board of directors.  In its Complaint,
Al Yousuf LLC claims that ZAP has failed to make scheduled payments required
under the loan agreement which is secured by real property that serves as ZAP’s
principal executive offices.  Plaintiff seeks to foreclose on the
property that secures the loan agreement and recover attorney’s fees of
approximately $125,000, and obtain such other and further relief as the Count
may deem just and proper.  ZAP has yet responded to the
Complaint.  The parties are engaged in settlement
discussions.


Item
6.Exhibits




2.1
              Approved
      Second Amended Plan of Reorganization, dated as June 20, 2002.
      (5)




3.1
              Amended
      and Restated Articles of Incorporation.
(4)




3.2
              Certificate
      of Determination of Series SA Convertible Preferred Stock.
      (14)




4.1
              Form
      of common share purchase warrant of the Company held by Fusion Capital
      Fund II, L.P. (6)




4.2
              Form
      of Series B common stock purchase warrant of the Company.
    (14)




4.3
              Form
      of Series K common stock purchase warrant of the Company.
    (14)




10.1
              Settlement
      Agreement betweenZAPWORLD.COM,
      Ridgewood ZAP, LLC, and the Shareholders dated June 27, 2001.
      (3)




10.3
              2004
      Consultant Stock Plan. (7)




- 28
-


10.4
              Convertible
      Promissory Note, dated April 26, 2004, issued to Banks Living Trust.
      (1)




10.5
              Purchase
      and Sale Agreement dated March 7, 2003 between ATOCHA Land LLC and ZAP.
      (3)




10.6
              Promissory
      Note $2,000,000 - Atocha Land LLC and ZAP.
(3)




10.7
              Warrant
      Agreement dated April 26, 2004, issued to Banks Living Trust.
      (1)




10.8
              Common
      Stock Purchase Agreement between ZAP and Fusion Capital Fund II, LLC.
      (6)




10.9
              Registration
      Rights Agreement between ZAP and Fusion Capital Fund II, LLC.
      (6)




10.10
              Form
      of Common Stock Purchase Warrant between ZAP and Fusion Capital Fund II,
      LLC (6) 10.11Agreement for Consulting Services with Evan Rapoport dated
      January 8, 2004. (1)




10.12
              Asset
      Purchase Agreement dated April 12, 2004 with Jeffrey Banks for purchase of
      various autos (1)




10.13
              Agreement
      for Private Placement Investment received dated April 14, 2004 with
      Phi-Nest Fund LLP (1)




10.14
              Consulting
      Agreement dated April 21, 2004 with Elexis International
    (1)




10.15
              Consulting
      Agreement dated April 21, 2004 with Sunshine 511 Holdings
    (1)




10.16
              Definitive
      Stock Agreement dated October 25, 2004 with Smart-Automobile, LLC
      (2)




10.17
              Master
      Distribution Agreement between Apollo Energy Systems, Inc. and Voltage
      Vehicles Corporation, a subsidiary of ZAP.
(8)




10.18
              ZAP
      Floor Line and Dealer Development Agreement with Clean Air Motors, LLC for
      a $45 Million Floor Plan Line of Credit for Qualified ZAP Dealers
      (9)




10.19
              Exclusive
      Purchase, License and Supply Agreement between Smart Automobile, LLC and
      ZAP. (10)




10.20
              Amendment
      dated November 15, 2004 to previous consulting agreement with Sunshine
      Holdings 511 (14)




10.21
              Secured
      Promissory Note Payable dated December 30, 2004 with Phi-Nest Fund, LLP.
      (14)




10.22
              ZAP
      assignment of 2.9 million shares of Restricted Common Stock to Phi-Nest
      Fund, LLP as collateral on note payable
(14)




10.23
              Promissory
      note receivable dated January 6, 2005 for $1 million loan due from Smart
      Automobile, LLC and Thomas Heidemann (President Smart Automobile, LLC)
      (14)




10.24
              Security
      Agreement dated January 6, 2005 from Smart Automobile, LLC and Thomas
      Heidemann (President Smart Automobile, LLC) to secure loan above.
      (14)




10.25
              Common
      Stock Purchase Agreement between ZAP and Platinum Partners Value Arbitrage
      Fund LP (14)




10.26
              Form
      of Common Stock Purchase Warrant between ZAP and Platinum Partners Value
      Arbitrage Fund LP (14)




10.27
              Common
      Stock Purchase Agreement between ZAP and Lazarus Investment Partners LLP
      (14)




10.28
              Form
      of Common Stock Purchase Warrant between ZAP and Lazarus Investment
      Partners LLP (14)




10.29
              Termination
      of Common Stock Purchase Agreement between ZAP and Fusion Capital Fund II,
      LLC (11)




- 29
-


10.30
              Financing
      Agreement between ZAP and Surge Capital II, LLC
  (12)




10.31
              Exclusive
      Purchase, License, and Supply Agreement between ZAP and Obvio!
      Automotoveiculos S.P.E. Ltda
(13)




10.36
              Agreement
      dated July 14, 2006 between ZAP, Thomas Heidemann and Smart Automobile
      (15)




10.37
              Amendment
      Agreement Dated August 30, 2006 between ZAP and Smart Automobile LLC
      (16)




10.38
              Exclusive
      Distribution Agreement dated May 1, 2005, as supplemented by a letter
      dated June 9, 2006 (17)




10.39
              ZAP
      Guarantee (18)




10.40
              Shandong
      Jindalu Vehicle Co., Ltd. Guarantee
(19)




10.41
              Joint
      Venture Negotiations dated September 21, 2006
  (20)




10.42
              Security
      Purchase Agreement between ZAP and Certain Institutional Investors
      (21)




10.43
              Purchase
      and Amendment Agreement between ZAP and Certain Institutional Investors
      (22)




10.44
              Form
      of Convertible




10.45
              Form
      of Warrant




10.46
              Purchase
      order from the Electric Vehicle Company, LLC (“EVC”) for 10,000 of its
      Xebra 2007 model year electric
vehicles




10.47
              Distribution
      agreement this week with PML FlightLink Limited (PML) for the purchase of
      an advanced wheel motor and control
system




10.48
              Joint
      Venture Agreement with Youngman Automobile Co., Ltd to manufacture, market
      and distribute electric a and hybrid vehicles for the worldwide passenger
      car, truck and bus




10.49
              Form
      SB-2 Registration of Common Stock incorporated by reference to SEC filing
      on September 24, 2007 effective on October 2,
  2007.




10.50
              Settlement
      and Mutual Release Agreement with Gemini Master Fund, LTD and Gemini
      Strategies, LLC dated May 7, 2008.
(22)




10.51
              Note
      Purchase Agreement with Al Yousuf dated May 8, 2008.
  (22)




10.52
              Promissory
      Note in favor of AlYousuf LLC, dated July 30, 2008 and Deed of Trust,
      Assignment of Leases, Rents and Security Agreement and Fixture Filing by
      ZAP in favor of Al Yousuf LLC, dated July 30,
  2008.(23)




10.53
              Subscription
      Agreement dated June 9, 2009 from The Banks Group, LLC.
    (24)




10.54
              Subscription
      Agreement dated June 9, 2009 from The Banks Development Trust.
      (24)




10.55
              Warrant
      to Purchase Common Stock dated June 9, 2009 issued to The Banks Group,
      LLC. (24)




10.56
              Warrant
      to Purchase Common Stock dated June 9, 2009 issued to The Banks
      Development Trust (24)




10.57
              Employment
      Agreement with Gary Dodd President of ZAP
(25)




- 30
-


10.58
              Securities
      Purchase Agreement dated August 6, 2009 with Cathaya Capital L.P
      (26)




10.59
              Secured
      Convertible Promissory Noted dated August 6, 2009 with Cathaya Capital L.P
      (26)




10.60
              Security
      Agreement dated August 6, 2009 with Cathaya Capital L.P
    (26)




10.61
              Warrant
      (First) to Purchase Common Stock dated August 6, 2009 with Cathaya Capital
      L.P (26)




10.62
              Warrant
      (Second) to Purchase Common Stock dated August 6, 2009 with Cathaya
      Capital L.P (26)




10.63
              Registration
      Rights Agreement dated August 6, 2009 with Cathaya Capital L.P
      (26)




10.64
              Voting
      Agreement dated August 6, 2009 with Cathaya Capital L.P
    (26)




10.65
              Indemnification
      Agreement dated August 6, 2009 with Priscilla Lu
  (26)




10.66
              Amendment
      to Prior Employment Agreements dated August 6, 2009 with Steven Schneider
      (26)




21.1
              List
      of subsidiaries. (3)




31.1
              Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
      Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.(22)




31.2
              Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
      Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002. (22)




32.1
              Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      (22)




32.2
              Certification
      of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
      (22)





(1)  Previously
filed as an exhibit to the Registrant’s Form 8-K for the quarter ended March 31,
2004 and incorporated by reference.


(2)  Previously
filed as an exhibit to the Registrant’s Form 8-K of November 6, 2004 and
incorporated by reference.


(3)  Previously
filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB for the
year ended December 31, 2003 and incorporated by reference.


(4)  Previously
filed with Pre-effective Amendment Number 3 to Form SB-2 registration statement
filed with the Securities and Exchange Commission on October 3,
2001.


(5)  Previously
filed as an exhibit to the Registrant’s Form 8-K of October 20, 2002 and
incorporated by reference.


(6)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8-K dated July
22, 2004 and incorporated by reference.


(7)  Previously
filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File
No. 333-117560) on July 22, 2004.


(8)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on October 6, 2004 and incorporated herein by
reference.


(9)  Previously
filed as an exhibit to the Registrant’s Quarterly Report on Form 10QSB for the
period ended September 30, 2004 and incorporated herein by
reference.


(10)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on April 21, 2004 and incorporated herein by
reference.


(11)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on February 25, 2005 and incorporated herein
by reference.


(12)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on September 16, 2005 and incorporated herein
by reference.




- 31
-


(13)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on September 21, 2005 and incorporated herein
by reference.


(14)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on July 20, 2006 and incorporated herein by
reference.


(15)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on September 6, 2006 and incorporated herein
by reference.


(16)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on November 6, 2006 and incorporated herein
by reference.


(17)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on November 6, 2006 and incorporated herein
by reference.


(18)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on November 6, 2006 and incorporated herein
by reference.


(19)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on November
6, 2006 and incorporated herein by reference.


(20)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on December 11, 2006 and incorporated herein
by reference.


(21)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on February 26, 2007and incorporated herein
by reference.


(22)  Previously
filed as an exhibit to the Registrant’s Quarterly Report on Form 10Q for the
period ended September 30, 2008 and incorporated herein by
reference.


(23)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on August 5, 2008and incorporated herein by
reference.


(24)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on June 11, 2009 and incorporated herein by
reference.


(25)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on June 18, 2009 and incorporated herein by
reference.


(26)  Previously
filed as an exhibit to the Registrant’s Current Report on Form 8K filed with the
Securities and Exchange Commission on August 10, 2009 and incorporated herein by
reference.




















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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.




ZAPDated:
      November 16, 2009
              By:
              /s/ Steven
      SchneiderName:
      Steven SchneiderTitle:
      Chief Executive Officer (Principal Executive Officer)


Dated:
      November 16, 2009
                By:
                /s/ William
      HartmanName:
      William HartmanTitle:
      Chief Financial Officer
                    (Principal
      Financial and Accounting Officer)

















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