--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                   Form 10-QSB

                  QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                          -----------------------------
                  For the quarterly period ended June 30, 2000

                         Commission File Number 0-303000

                                  ZAPWORLD.COM
                 (Name of small business issuer in its charter)

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

                                117 Morris Street
                              Sebastopol, CA 95472
                                 (707) 824-4150
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

         Securities registered under section 12(b) of the Exchange Act:
                                      None


         Securities registered under section 12(g) of the Exchange Act:
                                  Common Shares


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
XNo

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

             5,340,576 shares of common stock as of August 10, 2000.

      Transitional Small Business Disclosure Format       Yes [  ]   No [x]

--------------------------------------------------------------------------------

<PAGE>

<TABLE>
Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
         ZAPWORLD.COM
         CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
         (In thousands)

<CAPTION>
                                                                             June
                                                                              30,
                                                                             2000
----------------------------------------------------------------------------------
                                     ASSETS
CURRENT ASSETS
<S>                                                                       <C>
     Cash                                                                 $  2,199
     Accounts receivable, net of allowance for doubtful accounts of $53
                                                                               715
     Inventories                                                             1,355
     Notes receivable                                                           35
     Prepaid expenses and other assets                                         604
                                                                          --------
                      Total current assets                                   4,908

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $436                389

OTHER ASSETS
      Patents & Trademarks, net of accumulated amortization of $87           1,283
      Goodwill, net of amortization of $9                                      220
      Advances to retail stores & technology companies                          83
      Deposits                                                                  34
                                                                          --------
                Total other assets                                           1,620
                                                                          --------
Total assets                                                              $  6,917
                                                                          ========

          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                                     $    379
     Accrued liabilities and other expenses                                    663

     Current maturities of long-term debt                                        8
     Current maturities of obligations under capital leases
                                                                                 4
                                                                          --------
          Total current liabilities                                          1,054

OTHER LIABILITIES
     Obligations under capital leases, less current maturities                  24
     Long-Term Debt, less current maturities                                    13
                                                                          --------
                      Total other liabilities                                   37
                                                                          --------
Total liabilities                                                            1,091
STOCKHOLDERS' EQUITY
    Preferred stock,  authorized 10,000,000 shares; no shares issued or
    outstanding
    Common stock, authorized 20,000,000 shares of
    no par value; issued and outstanding 5,226,500                          12,270
    Accumulated deficit                                                     (6,078)
    Unearned compensation                                                      (69)
                                                                          --------
                                                                             6,123
     Less: notes receivable from shareholders                                 (297)
                                                                          --------
                Total stockholders' equity                                   5,826
                                                                          --------
Total liabilities and stockholders' equity                                $  6,917
                                                                          ========
</TABLE>
                                         2

<PAGE>


<TABLE>

ZAPWORLD.COM
CONSOLIDATED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Thousands, except share amounts)

<CAPTION>
                                       Quarter ended June 30,   Six Months ended June 30,
                                        2000           1999        2000          1999
-----------------------------------------------------------------------------------------
<S>                               <C>            <C>           <C>            <C>
NET SALES                         $     2,283    $     1,513   $     4,180    $     2,677

COST OF GOODS SOLD                      1,475            843         2,658          1,599
                                  -----------    -----------   -----------    -----------

GROSS PROFIT                              808            670         1,522          1,078

OPERATING EXPENSES
     Selling                              347            249           748            449
     General and administrative           815            296         1,495            515
     Research and development             166             76           311            123
                                  -----------    -----------   -----------    -----------
                                        1,328            621         2,554          1,087
                                  -----------    -----------   -----------    -----------

INCOME/(LOSS)
FROM OPERATIONS                          (520)            49        (1,032)            (9)
                                  -----------    -----------   -----------    -----------

OTHER INCOME (EXPENSE)
     Interest income                       40             18            77             19
     Other income (expens)                  3             (2)           (5)           (77)
                                  -----------    -----------   -----------    -----------
                                           43             16            72            (58)
                                  -----------    -----------   -----------    -----------

NET INCOME/(LOSS)                 $      (477)   $        65   $      (960)   $       (67)
                                  ===========    ===========   ===========    ===========

NET INCOME/(LOSS)
PER COMMON SHARE,
BASIC AND DILUTED                 $     (0.09)   $      0.02         (0.19)   $     (0.02)
                                  ===========    ===========   ===========    ===========


WEIGHTED AVERAGE OF COMMON
      SHARES OUTSTANDING            5,224,200      3,754,900     5,187,000      3,294,000
                                  ===========    ===========   ===========    ===========
</TABLE>
                                            3

<PAGE>

<TABLE>
ZAPWORLD.COM
CONSOLIDATED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)

<CAPTION>
                                                                             Six months ended June 30,
                                                                               2000           1999
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                          <C>             <C>
     Net loss                                                                ($  960)        ($   67)
     Adjustments to reconcile net loss to net cash
          provided by  (used for) operating activities
         Depreciation and amortization                                           151              50
         Allowance for doubtful accounts                                          18              --
         Issuance of common stock for services rendered                           --             746
          Amortization of the fair market value of warrants                       27              --
          Changes in:
         Receivables                                                            (396)           (174)
         Inventories                                                             369            (542)
         Prepaid expenses                                                       (480)           (271)
         Deposits                                                                  3              (3)
         Advances to retail stores & technology companies                        560              --
         Other assets                                                            (12)             --
         Accounts payable                                                       (363)            292
         Accrued liabilities and other expenses                                  317             (20)
                                                                             -------         -------
                      Net cash provided by (used for) operating activities      (766)             11
                                                                             -------         -------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of equipment                                                     (111)            (89)
     Payment advance for acquisition                                             (20)            (50)
     Purchase of Patents                                                        (162)             --
     Purchase of ASCR - Barbary Coast                                           (118)
                                                                             -------         -------
                    Net cash used for investing activities                      (411)           (139)
                                                                             -------         -------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from loans payable                                                  --              15
     Sale of common stock, net of stock offering costs                           217           3,568
     Principal repayments on long-term debt                                       (8)             --
     Increase in capital leases                                                   --              12
     Payments on obligations under capital leases                                 (5)             (4)
     Principal repayments on note payable                                         --            (889)
     Advances on Notes Receivable to shareholders                                (12)             --
                                                                             -------         -------
              Net cash provided by financing activities                          192           2,702
                                                                             -------         -------

NET INCREASE/(DECREASE) IN CASH                                                 (985)          2,574

CASH, beginning of period                                                      3,184             475
                                                                             -------         -------
CASH, end of period                                                          $ 2,199         $ 3,049
                                                                             =======         =======
</TABLE>
                                                4

<PAGE>


ZAPWORLD.COM
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)   Basis of Presentation

The financial  statements included in this Form 10-QSB have been prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, pursuant to such rules and
regulations,  although  management believes the disclosures are adequate to make
the  information  presented not  misleading.  The results of operations  for any
interim period are not necessarily  indicative of results for a full year. These
statements  should be read in  conjunction  with the  financial  statements  and
related  notes  included in the  Company's  Annual Report on Form 10-KSB for the
year ended December 31, 1999.

The financial statements presented herein as of June 30, 2000, and for the three
months and six months  ended June 30,  2000 and June 30,  1999  reflect,  in the
opinion  of  management,  all  material  adjustments  consisting  only of normal
recurring  adjustments  necessary  for a  fair  presentation  of  the  financial
position, results of operations and cash flow for the interim periods.

The net  income/(loss)  per common share is based on the weighted average number
of common shares outstanding in each period. Common stock equivalents associated
with  stock  options  have  been  excluded  from  the  weighted  average  shares
outstanding since the effect of these securities would be anti-dilutive.

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


(3) - COMMON STOCK

On May 22, 2000, ZAPWORLD.COM's Common Stock qualified for listing on the NASDAQ
SmallCap stock exchange under the stock symbo1 "ZAPP".  In the second quarter of
2000, the Company 1) sold 200 shares of common stock and realized gross proceeds
of $1,200 and 2) realized $12,000 in proceeds from the exercise of stock options
and issued 3,000 shares of common stock.

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF PLAN OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Statements

     Certain  statements in this Form 10-QSB,  including  information  set forth
under this Item 2. "Management's  Discussion and Analysis of Financial Condition
and Results of Operations"  constitute  "forward-looking  statements" within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Act").
ZAPWORLD.COM  (the  "Company"or  ZAP) desires to avail  itself of certain  "safe
harbor"  provisions of the Act and is therefore  including  this special note to
enable the Company to do so.  Forward-looking  statements  included in this Form
10-QSB or hereafter  included in other publicly  available  documents filed with
the Securities and Exchange  Commission,  reports to the Company's  stockholders
and other  publicly  available  statements  issued or  released  by the  Company
involve known and unknown  risks,  uncertainties,  and other factors which could
cause the  Company's  actual  results,  performance  (financial or operating) or
achievements  to differ  from the  future  results,  performance  (financial  or
operating)  or  achievements  expressed  or  implied  by  such  forward  looking
statements. Such future results are based upon management's best estimates based
upon current conditions and the most recent results of operations.

                                       5

<PAGE>

Overview

The Company  designs,  assembles,  manufactures  and  distributes  electric  and
non-electric scooters, electric bicycle power kits, electric bicycles, and other
personal electric  transportation  vehicles.  The Company  manufactures  several
electric  motor kits that have up to 62 unique  parts.  The  electric  motor kit
manufacturing and installation of the motor systems to the bicycles and scooters
is done at its Sebastopol  location.  The electric  motors are purchased from an
original  equipment  manufacturer  ("OEM")  in  the  auto  and  air-conditioning
industry.  The Company is using one company for its motors,  although  there are
other  companies  that  could be used  with  slight  modifications  to the motor
support  brackets.  The  batteries are standard  batteries  used in the computer
industry  for power  interrupt  systems.  The  electronic  system uses  standard
electronic components.  The Company has a contractual  relationship with Smith &
Wesson who provides the Company with Law Enforcement  Bicycles.  The company has
agreed to  purchase  at least  250 bikes  from  Smith & Wesson in  exchange  for
specific  exclusive  distribution  and pricing rights.  The Company has no other
contractual agreements with any of its other vendors.

The  Company as of June 30, 2000 had a  $1,388,000  sales  backlog.  The company
expects to fill these orders within the next 45 days.

On May 31,  2000 the  Company  announced  that it  appointed  John R.  Dabels as
President effective June 1, 2000

The Company's growth plan for the future combines a strategy of distribution and
acquisition while focusing on a program of "Five P's" which include  Production,
Product,  (Market) Penetration,  Personnel, and Profitability.  The intent is to
transform ZAP into a light electric transportation company with the standards of
measurement  similar to the auto industry.  The Company will continue to develop
products  with the goal of being the low cost  leader in the  industry.  Product
improvements, new product introductions, and the development of the ZAP electric
outlet  franchise  network  are  continuing  to enlarge  ZAP's  presence  in the
electric vehicle industry.

Subject to shareholder  approval,  which was given at the Annual Meeting held on
June 24,2000,  on June 22, 2000,  ZAP announced  that it closed its agreement to
acquire  by  merger  Aquatic  Propulsion  Technology,  Inc.  ("APT"),  a Florida
electric  sea scooter  company.  ZAP  acquired all  technology,  including  five
patents  on  electric  sea  scooters,  assets,  current  operations  from APT in
exchange  for  120,000  shares  of ZAP  common  stock,  $20,000  in cash and the
assumption of APT's  liabilities to the extent of  approximately  $400,000.  The
contractual  acquisition  was  completed  as of July 1,  2000,  with the  merger
documents having been filed with the California  Secretary of State as of August
8, 2000.

On June 24, 2000, the Company  received  approval from the shareholders to amend
the  Articles of  Incorporation  to authorize  the issuance of Preferred  Stock.
Shareholder  approval was also  received to accept $3.0 million in new Preferred
Stock  financing from Union Atlantic  Capital L.C. The Union Atlantic  investors
purchased  $3.0 million of Series A  Convertible  preferred  stock at a price of
$1,000 per share with a conversion price of $4.50 per share of common stock. The
Union Atlantic  investors have the option to invest an additional  $2.0 million,
with a conversion  price of 110% of the closing bid price of the Common Stock on
the trading day of the closing of such  investment.  The funding was received on
July 19, 2000.

<TABLE>
Results of Operations

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

<CAPTION>
                                                    Quarter ended June 30,   Six months ended June 30,
                                                      2000         1999         2000          1999
                                                    -------       -----        ------        ------
<S>                                                  <C>          <C>           <C>          <C>
 Statements of Income Data:
         Net sales                                   100.0%       100.0%        100.0%       100.0%
         Cost of sales                                64.6         55.7          63.6         59.7
         Gross profit                                 35.4         44.3          36.4         40.3
         Operating  expenses                          58.2         41.0          61.1         40.6
         Income (Loss) from operations               (22.8)         3.3         (24.7)        (0.3)
         Other  income (expense)                       1.9          1.0           1.7         (2.2)
         Income (Loss) before income taxes           (20.9)         4.3         (23.0)        (2.5)
         Provision for income taxes                    0.0          0.0           0.0          0.0
         Net Income (Loss)                           (20.9)         4.3         (23.0)        (2.5)
</TABLE>

                                                             6

<PAGE>

Quarter Ended June 30, 2000 Compared to Quarter Ended June 30, 1999

     Net sales for the quarter ended June 30, 2000, were $2,283,000  compared to
$1,513,000  in the prior year,  an increase of $770,000 or 51%.  The increase in
sales in 2000  over the same  period  in 1999 was  largely  due to an  increased
demand of the Company's products worldwide.  The Company improved its production
flow and output to meet the greater demand for its products.  Additionally,  the
Company  introduced  a new  non-motorized  scooter  called  the  Kick in the 2nd
Quarter of 2000.

     Gross profit  decreased  as a percentage  of net sales to 35% in the second
quarter of 2000 from 44% in 1999. The total gross profit  increased  $138,000 or
21%. The increase in gross margin dollars can be attributed to margins generated
from  increase  sales  dollars for the  quarter.  The  decrease in gross  margin
percentage  can be attributed to the Company's  increased  focus on dealer sales
and reduced emphasis on the retail market.

     Selling  expenses in the second  quarter  ended June 30, 2000 were $347,000
compared to the $249,000 for the second quarter ended June 30, 1999. This was an
increase of $98,000 or 39% from 1999 to 2000. As a percentage of sales,  selling
expenses  decreased  from 16% of sales to 15% of sales.  The increase in selling
expenses can  partially be  attributed  to the hiring of personnel to handle the
expanded sales volume. Additional promotional efforts to introduce the Company's
products to new markets have also added to the increase in selling expenses.

     General and  administrative  expenses  for the quarter  ended June 30, 2000
were  $815,000.  This was an  increase  of  $519,000  or 175%  from  1999.  As a
percentage of sales,  general and administrative  expenses increased to 36% from
20% of net sales.  Expense  increases during the 2nd quarter of 2000 as compared
to the 2nd  quarter  of 1999  can be  partially  attributed  to the  hiring  and
retention  of key  management  personnel  to oversee  and  direct the  Company's
expanding  business.  Additionally  in the second  quarter of 2000,  the Company
incurred  consulting costs of $29,000  specifically  associated with acquisition
and growth activity.  Also in the second quarter of 2000, the Company  amortized
$38,000  towards  patents,   trademarks,  and  goodwill  costs  associated  with
acquisitions from the fourth quarter of 1999.

     Research and development  expenses  increased  $90,000 or 118% from the 2nd
quarter of 1999 as compared to the 2nd quarter of 2000.  As a percentage  of net
sales it  increased  to 7% of sales in the 2nd quarter of 2000 as compared to 5%
of sales in the 2nd quarter of 1999.  Expense increases in the second quarter of
2000 as  compared  to the second  quarter  of 1999 were the result of  increased
personnel hired to assist in the development of new products.

     Interest income increased $22,000 in the second quarter of 2000 as compared
to the second quarter of 1999. The increase is attributed  primarily to interest
income derived from proceeds from financing.


Six Months Ended June 30, 2000 Compared to Six Months Ending June 30, 1999

     Net sales for the six months ended June 30, 2000 were  $4,180,000  compared
with $2,677,000 in the six months ended June 30, 1999, an increase of $1,503,000
or 56%. The increase in sales is primarily  attributable to increased demand for
the  company's  products,  especially  in overseas  markets.  Additionally,  the
Company has added new product lines to diversify its core products available.

     Gross profit dollars  increased in the second quarter of 2000 to $1,522,000
from  $1,078,000  in the second  quarter of 1999.  The  increase in gross profit
dollars can directly be attributed to the increase in net sales. As a percentage
of sales,  gross profit  decreased to 36% in the second quarter of 2000 compared
with 40% in the second quarter of 1999. The decrease in gross margin  percentage
can be attributed to the Company's  increased  focus on dealer sales and reduced
emphasis on the retail market.

     Selling  expenses for the six months  ended June 30, 2000 were  $748,000 as
compared  to  $449,000  for the six  months  ended  June 30,  1999.  This was an
increase of $299,000 or 67% from 1999 to 2000. As a percentage of sales, selling
expenses  increased  from 17% of sales to 18% of sales.  Added  personnel  costs
incurred  from the San  Francisco  location and  increased  promotional  efforts
worldwide led to higher costs in the six months ended June 30, 2000.

                                       7


<PAGE>

    General and administrative  expenses for the six months ended June 30, 2000
were  $1,495,000.  This is an  increase  of  $980,000  or 190% from  1999.  As a
percentage of sales,  general and  administrative  expense increased to 36% from
19% of net  sales.  Expense  increases  during  the first six  months of 2000 as
compared  to the  first  six  months  of 1999  occurred  due to  overall  salary
increases in all administrative  areas due to the inflationary  pressures of low
unemployment.  Legal and  consulting  costs  associated  with Company growth and
acquisition activity contributed to $80,000 in increased expenses. Additionally,
the amortization of patents,  trademarks,  and goodwill accounted for $70,000 in
expenses during the first six months of 2000 from acquisitions  completed during
the fourth quarter of 1999.  Additionally,  the costs incurred to manage the San
Francisco  store  accounted for $156,000 in expenses for the first six months of
2000 that were not incurred in the first six months of 1999.

     Research and development expenses increased $188,000 or 153% from the first
six months of 1999 as compared to the first six months of 2000.  As a percentage
of net sales, research and development increased to 7% of sales in the first six
months  of 2000 as  compared  to 5% of sales in the  first  six  months of 1999.
Increased  personnel and facilities  costs  incurred to accommodate  new product
development and improve  existing  products led to higher costs in the first six
months of 2000.

     Interest  income  increased  $58,000  in the  first  six  months of 2000 as
compared to the first six months of 1999. This increase is attributed  primarily
to interest income derived from proceeds from financing.

     Other  expense  decreased  $72,000 from the first six months of 1999 to the
first six months of 2000.  This  decrease  can be  primarily  attributed  to the
completion  of the  amortization  of the fair  value of  warrants  issued  to an
investment banker for securing equity financing for the Company during 1999.


Liquidity and Capital Resources

     The Company used cash from  operations  of $766,000 and provided  cash from
operations  of  $11,000  during  the six  months  ended  June 30,  2000 and 1999
respectively.  Cash used in  operations  in the first six months of 2000 was the
result  of the net loss  incurred  for the  period  of  $960,000,  offset by net
non-cash  expenses  of  $196,000,  and the net  change in  operating  assets and
liabilities  resulting in a further use of cash of $2,000.  Cash  provided  from
operations  for the  first  six  months  of 1999 was the  result of the net loss
incurred for the first six months of $67,000, offset by net non-cash expenses of
$796,000,  and the net change in operating assets and liabilities resulting in a
use of cash of $718,000.

     Investing  activities  used cash of $411,000 and $139,000  during the first
six months ended June 30, 2000 and 1999 respectively.  The uses of cash were for
the purchase of fixed  assets and patents,  and the  acquisition  of  additional
technology.

     Financing  activities  provided cash of $192,000 and $2,702,000  during the
first six months ended June 30, 2000 and 1999  respectively.  In both years, the
cash provided by financing  activities  resulted from the sales of common stock,
$217,000  and  $3,568,000  for the first six months ended June 30, 2000 and 1999
respectively, offset by principal payments on outstanding debt.

     At June 30, 2000,  the Company had cash and cash  equivalents of $2,199,000
as compared to $3,049,000  at June 30, 1999.  At June 30, 2000,  the Company had
working  capital of $3,854,000  as compared to working  capital of $4,267,000 at
June 30, 1999.  The decreases in both cash and working  capital in the first six
months of 2000 from the first six  months of 1999 are  mostly  due to the losses
incurred by the Company  during the period.  The Company,  at present,  does not
have a credit  facility  in place  with a bank or other  financial  institution.
Additionally  on July 19, 2000 the Company  received $3 Million in new Preferred
stock financing from Union Atlantic  Capital L.C. The Company  believes that the
cash on hand at June 30,  2000,  will be  sufficient  to allow  the  Company  to
continue its expected level of operations for the remainder of the year.

         The Company's  primary  capital needs are to fund its growth  strategy,
which  includes  increasing its internet  shopping mall presence,  improving and
increasing distribution channels,  establishing company owned and franchised ZAP
stores,   introducing  new  products,   improving  existing  product  lines  and
developing of strong corporate infrastructure.

                                       8

<PAGE>

Seasonality and Quarterly Results

     The Company's business is subject to seasonal influences.  Sales volumes in
the bicycle industry  typically slow down during the winter months,  November to
March,  in the U.S. As the company is  marketing  worldwide,  it is not impacted
100% by U.S. seasonality.

Inflation
     The  Company's  raw  materials  are sourced  from  stable cost  competitive
industries.  As such,  the Company  does not foresee any  material  inflationary
trends for its raw material sources.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         There were no legal proceedings.

Item 2.  Changes in Securities

         There were no changes in rights of securities holders.

Item 3.  Defaults Upon Senior Securities

         There were no defaults upon senior securities.

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

<TABLE>
      On June 24, 2000, the Company held its Annual Meeting of Shareholders.  At
the meeting, the shareholders were requested to approve the following proposals,
and approval was received on each item:
<CAPTION>
<S>     <C>

|X|      To elect the six Directors, Gary Starr, Doug Wilson, Lee Sannella, William D. Evers, John R. Dabels, and
         Robert Swanson, nominated to serve until the next Annual Meeting of Shareholders and until their
         Respective successors are elected and qualified.     For:    3,936,009   Withhold Authority:  108,765

|X|      To approve an amendment to the Articles of Incorporation to increase the authorized Common Stock of the
         Company to 20,000,000.        For:  3,162,009             Against:   115,268   Abstain:    56,724

|X|      To approve amendments to the Company's 1999 Stock Option Plan increasing the pool available for options
         to 1,500,000 shares of Common Stock.    For:   3,883,467   Against:   149,292     Abstain:    12,923

|X|      To approve an amendment to the Articles of Incorporation to authorize 10,000,000 shares of Indeterminate
         Preferred Stock.           For:   3,066,404          Against:   258,779        Abstain:     10,863

|X|      To ratify the appointment of Grant Thornton LLP as the independent auditors of the Company.
                         For:     3,975,345          Against:    63,283                 Abstain:        4,760

|X|      To approve a new set of Bylaws for the Company, which included the provision of increasing the number of
         directors from 5-7 to 5-9.           For:       4,044,774              Against:      75,000

|X|      To accept the Preferred Offering from Union Atlantic
                                            For:     4,044,774                  Against:      75,000
</TABLE>
Item 5.  Other Information

     There were no major contracts signed during the period.

                                                           9

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

         An 8-K filing was done June 5, 2000 to announce the appointment of John
R. Dabels as President as of June 1, 2000.

                                       10


<PAGE>


                                   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.


                  ZAPWORLD.COM
-----------------------------------------------------
                  (Registrant)


     Date
         ------------------                 ------------------------------------
                                                      Gary Starr - CEO


     Date
         ------------------                 ------------------------------------
                                                   John Dabels - President