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The following is an excerpt from a 10KSB SEC Filing, filed by ZAP on 4/2/2007.
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ZAP - 10KSB - 20070402 - COMPENSATION

ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officers below for the fiscal year ended December 31, 2006. The following table summarizes all compensation for fiscal year 2006 received by our Chief Executive Officer, and the Company's two most highly compensated executive officers who earned more than $100,000 in fiscal year 2006.

                                                     SUMMARY COMPENSATION TABLE

                                                                                            Non-        Non-
                                                                                           Equity     qualified
                                                                                          Incentive   Deferred     All
                                                                                            Plan       Compen-    Other
                                                                   Stock         Option    Compen-      sation   Compen-
                                                                   Awards        Awards     sation     Earnings   sation
Name and principal position    Year     Salary ($)    Bonus ($)    ($) (1)       ($)(1)      ($)         ($)        ($)    Total ($)
---------------------------    ----     ----------    ---------    -------       ------      ---         ---        ---    ---------
Steven Schneider, CEO          2006      120,000         -         17,800       419,756       -           -          -      557,556

Gary Starr, Chairman           2006      120,000         -         17,800       419,756       -           -          -      557,556

Renay Cude, Secretary          2006       78,000         -         17,800       419,756       -           -          -      512,556


(1)  Stock awards are based on the stock price on the date of issue. Options/warrant awards were calculated using the following
     assumptions: dividend of 0, rate of 5.12% for warrants and 4.91% for options, expected life of 5 months for warrants and 6.75
     years for options, strike price of $1.00 for warrants and $0.91 for options, stock price of $0.91 and volatility of 149.75%.
     All option and warrant issuances were fully vested at time of issue.

71

Employment Agreements

We currently have employment agreements with three of our Named Executive Officers as described below.

Steve Schneider, Chief Executive Officer

We entered into an employment agreement with Steve Schneider on October 1, 2003. The agreement provides that Mr. Schneider will serve as our Chief Executive Officer through October 1, 2008 and receive a salary, benefits and options equal to the highest paid employee of ZAP, but in no event less than $75,000 per year. Mr. Schneider's current salary is set at $120,000. In addition, the agreement provides that should ZAP become profitable, Mr. Schneider's salary will automatically be increased by 10% for every $100,000 in profits calculated on a quarterly basis. Mr. Schneider annually receives a grant of stock options or warrants equal to 1% of the outstanding common stock of ZAP at an exercise price equal to 110% of the market price on the date of grant. Mr. Schneider also receives all other benefits as are afforded to our employees and a Company car, or a car allowance of $5,000 per year in lieu of a Company car. In the event ZAP terminates his employment without cause, Mr. Schneider is entitled to his full salary for the remainder of the term of the agreement. Should ZAP elect to terminate Mr. Schneider's employment in the case of a merger or reclassify Mr. Schneider without cause prior to the expiration of the employment agreement, the Company must retain Mr. Schneider as an employee or consultant for a period of five years for an aggregate salary of $500,000, payable bi-monthly, or make a lump sum payment of $300,000. The agreement automatically renews for successive five year periods unless terminated by either party upon proper notice. On March 30, 2007, The Board of Directors of ZAP did approve the extension of the employment agreement with Mr. Schneider through October 1, 2013.

Gary Starr, Chairman of the Board

We entered into an employment agreement with Gary Starr on October 1, 2003. The agreement provides that Mr. Starr will serve as Chairman of the Board of Directors of ZAP through October 1, 2008 and receive a salary, benefits and options equal to the highest paid employee of ZAP, but in no event less than $75,000 per year. Mr. Starr's current salary is set at $120,000. In addition, the agreement provides that should ZAP become profitable, Mr. Starr's salary will automatically be increased by 10% for every $100,000 in profits, calculated on a quarterly basis. Mr. Starr annually receives a grant of stock options or warrants equal to 1% of the outstanding common stock of ZAP at an exercise price equal to 110% of the market price on the date of grant. Mr. Starr also receives all other benefits as are afforded to our employees and a Company car, or a car allowance of $5,000 per year in lieu of a Company car. In the event ZAP terminates his employment without cause, Mr. Starr is entitled to his full salary for the remainder of the term of the agreement. Should ZAP elect to terminate Mr. Starr's employment in the case of a merger or reclassify Mr. Starr without cause prior to the expiration of the employment agreement, the Company must retain Mr. Starr as an employee or consultant for a period of five years for an aggregate salary of $500,000, payable bi-monthly, or make a lump sum payment of $300,000. The agreement automatically renews for successive five year periods unless terminated by either party upon proper notice. On March 30, 2007, On March 30, 2007,The Board of Directors of ZAP did approve the extension of the employment agreement with Mr. Starr through October 1, 2013.

Renay Cude, Corporate Secretary

We entered into an employment agreement with Renay Cude on October 1, 2003. The agreement provides that Ms. Cude will serve as Corporate Secretary of ZAP through October 1, 2008 and receive a salary, benefits and options equal to the highest paid non corporate officer-employee of ZAP, but in no event less than $36,000 per year. Ms. Cude's current salary is set at $78,000. In addition, the agreement provides that should ZAP become profitable, Ms. Cude's salary will automatically be increased by 10% for every $100,000 in profits, calculated on a quarterly basis. Ms. Cude annually receives a grant of stock options or warrants equal to 1% of the outstanding common stock of ZAP at an exercise price equal to 110% of the market price on the date of grant. Ms. Cude also receives all other benefits as are afforded to our employees and a Company car, or a car allowance of $5,000 per year in lieu of a Company car. In the event ZAP terminates her employment without cause, Ms. Cude is entitled to her full salary for the remainder of the term of the agreement. Should ZAP elect to terminate Ms. Cude's employment in the case of a merger or reclassify Ms. Cude without cause prior to the expiration of the employment agreement, the Company must retain Ms. Cude as an employee or consultant for a period of five years for an aggregate salary of $250,000, payable bi-monthly, or make a lump sum payment of $150,000. The agreement automatically renews for successive five year periods unless terminated by either party upon proper notice. On March 30, 2007,The Board of Directors of ZAP did approve the extension of the employment agreement with Ms. Cude through October 1, 2013.

73

The following table sets forth certain information concerning stock option awards granted to our named executive officers.

--------------------------------------------------------------------------------------  --------------------------------------------
                                                    OPTION AWARDS                                                   STOCK AWARDS
                                                                                                             Equity
                                                                                                             incentive  Equity
                                                                                                             plan       incentive
                                                                                                             awards:    plan
                                                                                                             number     awards:
                                                                                        Number               of         Market or
                                                   Equity                               of                   unearned   payout
                                                   Incentive                            shares               shares,    value of
                                    Number of      Plan Awards:                         or units Market      units or   unearned
                      Number of     securities     Number of                            of stock value of    other      shares,
                      securities    underlying     Securities                           that     shares or   rights     units or
                      underlying    unexercised    underlying                           have     units of    that have  other rights
                      unexercised   options (#)    unexercised   Option     Option      not      stock that  not        that have
                      options (#)   Unexercis      unearned      exercise   expiration  vested   have not    vested     not vested
Name                  Exercisable   -able          options (#)   price ($)  date        (#)      vested ($)  (#)        ($)

Steve Schneider (1)   1,690,786     -              -             1.00        7/1/12

Steve Schneider (2)   200,000       -              -             0.25        7/5/12

Steve Schneider (2)   486,111       13,889         -             1.26       6/23/14

Steve Schneider (2)   428,877       85,775         -             1.32      11/16/14

Steve Schneider (2)   211,265       105,633        -             0.93        6/7/15

Steve Schneider (1)   355,424       -              -             0.91       8/11/16

Gary Starr (1)        1,470,671     -              -             1.00        7/1/12

Gary Starr (2)        116,667       -              -             1.20      12/19/11

Gary Starr (2)        150,000       -              -             0.25        7/5/12

Gary Starr (2)        486,111       13,889         -             1.26       6/23/14

Gary Starr (2)        428,877       85,775         -             1.32      11/16/14

Gary Starr (2)        211,265       105,633        -             0.93        6/7/15

Gary Starr (1)        355,424       -              -             0.91       8/11/16

Renay Cude (1)        1,525,786     -              -             1.00        7/1/12

Renay Cude (1)        161,700       -              -             0.50       12/2/13

Renay Cude (2)        48,611        1,389          -             1.26       6/23/14

Renay Cude (2)        428,877       85,775         -             1.32      11/16/14

Renay Cude (2)        211,265       105,633        -             0.93        6/7/15

Renay Cude (1)        355,424       -              -             0.91       8/11/16

William Hartman (1)   687,500       -              -             1.00        7/1/12

William Hartman (3)   41,667        8,333          -             1.32      11/16/14

William Hartman (3)   25,000        -              -             1.20      12/19/11

William Hartman (3)   72,917        2,083          -             1.26       6/23/14

William Hartman (1)   100,000       -              -             1.03       9/18/16

(1) The award represents warrants which are exercisable at the time of issuance.
(2) The award vests equally over 36 months from date of grant. The option has a ten year life. Issued per the employment agreements
(3) The award vests equally over 36 months from date of grant. The option has a ten year life.

74

DIRECTOR COMPENSATION

The following director compensation disclosure reflects all compensation awarded to, earned by or paid to the directors below for the fiscal year ended December 31, 2006.

                                                                         Change in
                                                                         Pension
                       Fees                                              Value and
                       Earned                            Non-Equity      Nonqualified
                       or Paid      Stock      Option    Incentive Plan  Deferred             All Other
                       in Cash      Awards     Awards    Compensation    Compensation         Compensation
Name                   ($)          ($)        ($)       ($)             Earnings ($)         ($)             Total ($)
Raymond F. Byrne (1)   3,000        20,800                                                                     23,800

Peter H. Scholl (1)    3,000        20,800                                                                     23,800

(1) Both independent directors received a stock award with value of $17,800 for their service on the Board and $3,000 for attending Board meetings.

Compensation of Directors

Starting in April 2006, all directors received $500 and a grant of $500 of common stock for attendance at each Board meeting and each committee meeting. Directors are also reimbursed for out-of-pocket travel and other expenses incurred in attending Board and/or committee meetings. Prior to April 2006, we did not provide our directors with cash or other forms of compensation, although we did reimburse their out-of-pocket expenses. Each Director also received 20,000 shares of common stock in December 2006 as an additional compensation incentive .

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information, as of March 21, 2007, with respect to the holdings of (1) each person who is the beneficial owner of more than five percent of our common stock, (2) each of our directors, (3) the CEO and each Named Executive Officer, and (4) all of our directors and executive officers as a group.

Beneficial ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a right to acquire ownership at any time within 60 days of March 21, 2007. Except as otherwise indicated, and subject to applicable community property laws, the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. Applicable percentage ownership in the following table is based on 43,973,721 shares of common stock outstanding as of March 21, 2007, plus, for each individual, any securities that individual has the right to acquire within 60 days of March 21, 2007.

Unless otherwise indicated below, the address of each of the principal shareholders is c/o ZAP, 501 Fourth Street, Santa Rosa, California 95401.

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Name and Address                                  Shares Beneficially Owned     Percentage of Class
------------------------------------------------  -------------------------     -------------------
Beneficial Owners of More than 5%:
Sunshine 511 Holdings (1)                                         3,300,000            6.98%
101 N. Clematis Street, Suite 511
West Palm Beach, Florida 33401

Daka Development Ltd. (2)                                         2,799,136            6.01%
8/F Leroy Plaza, Unit C
15 Cheung Shun Street
Chung Sha Wan Kin, Hong Kong

Fusion Capital Fund II, LLC (3)                                   2,750,000            5.89%
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654

Jeffrey G. Banks (4)                                              6,828,373           13.94%
c/o The Banks Group, LLC
PO Box 10287
Oakland, CA 94610

Current Directors, Nominees and Named
Executive Officers:
Steven Schneider (5)                                             17,138,611           29.56%

Gary Starr (6)                                                    8,396,775           16.36%

William Hartman (7)                                               1,050,042            2.34%

Renay Cude (8)                                                    2,935,152            6.27%

Peter Scholl (9)                                                    625,218            1.40%

Raymond Byrne                                                        25,218              *


All Directors and Executive Officers as a group (6 persons)      30,171,015           43.24%
----------------------------------------------------------------------------------------------------


* Less than 1%.
(1) Represents 3,300,000 warrants to purchase common stock. The managing partner is Andrew Schneider, a cousin of ZAP's CEO. The address for Sunshine 511 Holdings is 101 N. Clematis Street, Suite 511, West Palm Beach, FL 33401.
(2) Includes 2,587,262 warrants to purchase common stock. The managing partner is Raymond Chow. The address for Daka Development is Unit C 8/F Leroy Plaza, 15 Cheung Shun Street, Chung Sha Wan Kin, Hong Kong.

76

(3) Represents 2,750,000 warrants to purchase common stock. Pursuant to the terms of the warrant, Fusion Capital is not entitled to exercise the warrants to the extent such exercise would cause the aggregate number of shares of common stock beneficially owned by Fusion Capital to exceed 9.9% of the outstanding shares of the common stock following such exercise. Steve Martin is the managing partner. The address for Fusion Capital is 222 Merchandise Mart Plaza, Suite 9-112, Chicago, IL 60654.
(4) Includes 5,005,000 warrants to purchase common stock.
(5) Includes 12,159,266 shares of common stock issuable upon the exercise of various warrants and 1,849,845 shares of stock issuable upon the exercise of stock options.
(6) Includes 5,441,160 shares of common stock issuable upon the exercise of various warrants and 1,923,179 shares of stock issuable upon the exercise of stock options.
(7) Includes 709,500 shares of common stock issuable upon the exercise of various warrants and 263,542 shares of stock issuable upon the exercise of stock options.
(8) Includes 1,525,786 shares of common stock issuable upon the exercise of various warrants and 1,326,465 shares of stock issuable upon the exercise of stock options.
(9) Includes 600,000 shares of common stock issuable upon the exercise of various warrants.

Equity Compensation Plan Information

We have adopted stock incentive plans to provide incentives to attract and retain officers, directors, key employees and consultants. We currently have reserved a total of 15,500,000 shares of our common stock for granting awards, including 1,500,000 shares under our 1999 Incentive Stock Option Plan, 10,000,000 shares under our 2002 Incentive Stock Option Plan, and 4,000,000 shares under our 2006 Incentive Stock Option Plan. All plans were approved by our shareholders. As of December 31, 2006, 643,870 shares of common stock had been issued pursuant to options exercised out of the 2002 plan.

The following table sets forth a description of our equity compensation plans as of December 31, 2006:

                                                                                                           Number of securities
                                                                                                          remaining available for
                                                   Number of Securities                                    future issuance under
                                                    to be issued upon           Weighted-average            equity compensation
                                                 exercise of outstanding        exercise price of            plans, (excluding
                                                    options and other        outstanding options and      securities reflected in
                    Plan Category                         rights                  other rights                  column (a))
        -------------------------------------  --------------------------- ---------------------------  ----------------------------
                                                           (a)                         (b)                          (c)
        Equity compensation plans
        approved by security holders                    11,775,524                    $1.08                      1,103,859

        Equity compensation plans not
        approved by security holders                    11,309,358                    $1.65                       232,873

        Total                                           23,084,882                    $1.36                      1,336,732

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

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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

(8) RELATED PARTY TRANSACTIONS

Rental agreements

The Company rents office space, land and warehouse space from its CEO and major shareholder. These properties are used to operate the car outlet and to store inventory. Rental expense was approximately $96,500 and $196,000 for the years ended December 31, 2006 and 2005, respectively.

Consulting services and other services

In November and December 2003, the Company entered into certain agreements with two cousins of Steven M. Schneider, the CEO. One cousin received 25,000 B-2 Restricted warrants and 25 shares of preferred stock, which was later converted into 50,000 shares of restricted common stock. The stock and warrants were issued for website design services. The other cousin received 200,000 shares of unrestricted common stock in January 2004. The shares were issued for consulting services. In April 2004, the Company issued 2 million B-2 restricted warrants and 1 million K-2 restricted warrants to Sunshine 511 Holdings for consulting services. The managing partner of Sunshine 511 Holdings is the cousin of the CEO of ZAP. In the fourth quarter of 2005 the Company expensed approximately $2.2 million, the carrying value of the prepaid services, since limited services had been received and there were no assurances that future services would be received. Also in 2004, certain leasehold improvements in the amount of $65,000 made by the Company on rental properties were abandoned in favor of the landlord, who is the CEO of ZAP. In September of 2006, the Company canceled a shareholder note of $56,000 due by the cousin of Steven Schneider in exchange for consulting services.

Inventory Purchase

In December 2005, the Company purchased inventory from a related entity where two of ZAP's officers and or Directors are also members of its Board of Directors. The transaction resulted in a payable due to the related Company of $204,000 at December 31, 2006 and 2005. During the second quarter of 2006 the parties agreed that the payment will be offset against future outside advertising services which will be provided to the related entity by the Company.

Sales to a related entity

The Company also signed in the third quarter of 2006, a Distributor License Agreement with a business entity that is wholly owned by the brother of Maximilian Scheder- Bieschin, the former President of ZAP. The terms of the agreement are the same as other distributor licenses signed with ZAP. The total sales through December 31, 2006 were $21,000. In addition, Smart Concepts is holding certain Xebra (TM) Vehicles on a consignment basis valued at $24,000.

DIRECTOR INDEPENDENCE

The following directors are independent directors as that term is defined under NASDAQ Rule 4200(a)(15):

Raymond F. Byrne
Peter H. Scholl

78

ITEM 13. EXHIBITS.

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 Between ZAPWORLD.COM, Ridgewood ZAP, LLC, and the
         Shareholders dated June 27, 2001. (3)

10.3     2004 Consultant Stock Plan. (7)

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)

10.11    Agreement 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)

                                       79

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)

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)

21.1     List of subsidiaries. (3)

23.1     Consent of Independent Registered Public Accounting Firm (Odenberg,
         Ullakko, Muranishi & Co. LLP). (14)

                                       80

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. (14)

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. (14)

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. (14)

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. (14)


(1)    Previously Filed as an exhibit to the Registrants'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 June 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.
(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 Yearly Report on Form
       10KSB for the period ended December 31, 2004 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 July 20, 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 September 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

                                       81

       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 November 6, 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 December 11, 2006
       and incorporated herein by reference.
(22)   Previously filed as an exhibit to the Registrant's Current Report on Form
       8K filed with the Securities and Exchange Commission on February 26, 2007
       and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUTANT FEES AND SERVICES.

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by Odenberg, Ullakko, Muranishi & Co. LLP for the audit of the Company's annual financial statements for the years ended December 31, 2006 and December 31, 2005, and fees billed for other services rendered by Odenberg, Ullakko, Muranishi & Co. LLP during those periods.

                                   2006                2005
                               ------------        ------------
Audit fees:(1)                 $    237,000        $    230,000

Audit-related fees: (2)              10,000                --

Tax fees:(3)                           --                  --

All other fees:(4)                     --                  --
                               ------------        ------------
Total                          $    247,000        $    230,000
                               ============        ============

(1) Audit fees include fees invoiced for the audit of the Company's annual financial statements and the quarterly reviews of these statements, as well as fees for consultation regarding accounting issues and their impact on or presentation in the Company's financial statements.
(2) This category includes fees billed for assurance and related services that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported under "Audit Fees," and generally consist of fees for due diligence in connection with acquisitions, accounting consultation and audits of employee benefit plans.
(3) This category includes fees billed for professional services rendered by the independent auditors for tax compliance, tax planning and tax advice. (4) The Company generally does not engage Odenberg, Ullakko, Muranishi & Co. LLP for "other" services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accounting Firm

The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

82

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZAP

By: /s/ Steven M. Schneider
-----------------------------
Steven M. Schneider
Chief Executive Officer
(principal executive officer)

Date: March 30, 2007

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

             Name                        Position                       Date
             ----                        --------                       ----

By:  /S/ STEVEN M. SCHNEIDER        Director and Chief            March 30, 2007
     -----------------------        Executive Officer
     Steven M. Schneider            (principal executive officer)


By:  /S/ GARY STARR                 Chairman of the Board         March 30, 2007
     -----------------------        of Directors
     Gary Starr


By:  /S/ WILLIAM HARTMAN            Chief Financial Officer       March 30, 2007
     -----------------------        (principal financial and
     William Hartman                accounting officer)


By:  /S/ RENAY CUDE                 Director and Secretary        March 30, 2007
     -----------------------
     Renay Cude


By:  /S/ Raymond Byrne              Director                      March 30, 2007
     -----------------------
     Raymond Byrne


By:  /S/ Peter Scholl               Director                      March 30, 2007
     -----------------------
     Peter Scholl

83

EXHIBIT 23.1

CONSENT OF ODENBERG ULLAKKO MURANISHI & COMPANY, LLP

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use in this Annual Report on Form 10-KSB of ZAP of our report dated March 30, 2007, relating to the consolidated financial statements of ZAP and Subsidiaries, which appear in such Annual Report. We also consent to the reference to us under the heading "Experts" in such Annual Report.

/S/ ODENBERG, ULLAKKO,  MURANISHI & CO. LLP
-------------------------------------------

ODENBERG, ULLAKKO, MURANISHI & CO. LLP
SAN FRANCISCO, CA
March 30, 2007


EXHIBIT 31.1

Certification pursuant to Exchange Act Rules13(a)-14(a) and 15(d)-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steve Schneider, certify that:

1. I have reviewed this annual report on Form 10-KSB of ZAP;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this anual report.

4. The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our upervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by thers within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  March  30, 2007                 By:    /s/ Steve Schneider
                                           -------------------------------------
                                           Steve Schneider
                                           Director and Chief Executive Officer


EXHIBIT 31.2

Certification pursuant to Exchange Act Rules13(a)-14(a) and 15(d)-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William Hartman, certify that:

1. I have reviewed this annual report on Form 10-KSB of ZAP;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  March 30,2007                   By: /s/ William Hartman
                                          --------------------------------------
                                          William Hartman
                                          Chief Financial Officer


EXHIBIT 32.1

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002

In connection with the accompanying Form 10-KSB of ZAP for the year ended December 31, 2006, Steven M. Schneider, Director and Chief Executive Officer of ZAP, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) such Form 10KSB of ZAP for the year ended December 31, 2006, fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange of 1934; and

(2) the information contained in such Form 10-KSB of ZAP for the year ended December 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of ZAP .

Date:  March 30, 2007                  By: /s/ Steve Schneider
                                          --------------------------------------
                                           Steve Schneider
                                           Director and
                                           Chief Executive Officer


EXHIBIT 32.2

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002

In connection with the accompanying Form 10-KSB of ZAP for the year ended December 31, 2006, William Hartman, Chief Financial Officer of ZAP, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) such Form 10KSB of ZAP for the year ended December 31, 2006, fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange of 1934; and

(2) the information contained in such Form 10-KSB of ZAP for the year ended December 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of ZAP .

Date:  March 30, 2007                  By: /s/ William Hartman
                                          --------------------------------------
                                           William Hartman
                                           Chief Financial Officer

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