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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.__)


   Filed by the Registrant [X]
   Filed by a Party other than the Registrant [_]

   Check the appropriate box:

   [_]   Preliminary Proxy Statement

   [_]   Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))

   [X]   Definitive Proxy Statement

   [_]   Definitive Additional Materials

   [_]   Soliciting Material Pursuant toss.240.14a-12



                                       ZAP
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                (Name of Registrant as Specified In Its Charter)



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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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ZAP NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2002 The 2002 Annual Meeting of Shareholders of ZAP (the "Company") will be held at 10:30 a.m. Pacific Standard Time on Saturday, October 26, 2002 at the Kendall Jackson Wine Center, 5007 Fulton Road, Santa Rosa, California, for the following purposes: 1. To elect five members to the Board of Directors, with the following persons to be nominated for election by the present Board of Directors: Louis Auletta, Michael Coder, Lawrence McLaughlin, Steven Schneider and Gary Starr. 2. To ratify the appointment of Odenberg, Ullakko, Muranishi & Co. LLP as the Company's independent public accountant for the fiscal year ending December 31, 2002; and 3. To consider and act upon such other matters that may properly come before the meeting. The Board of Directors has fixed August 30, 2002 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof. Only shareholders of record at the close of business on the record date will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. By Order of the Board of Directors, Renay Cude Corporate Secretary September 20, 2002

ZAP 117 MORRIS ST. SEBASTOPOL, CALIFORNIA 95472 USA PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SATURDAY, OCTOBER 26, 2002 This proxy statement is being furnished to the shareholders of ZAP in connection with the solicitation of proxies by the Board of Directors for use at the 2002 Annual Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will be held on Saturday, October 26, 2002, beginning at 10:30 a.m.,Pacific Standard Time, Kendall Jackson Wine Center, 5007 Fulton Road, Santa Rosa, California. We are mailing this proxy statement and the enclosed proxy to our shareholders on or about September 20, 2002. The enclosed proxy is solicited by the Board of Directors of ZAP. ZAP will bear the entire cost of preparing, assembling and mailing the Notice of Annual Meeting and this proxy statement to shareholders. ZAP has made arrangements to forward copies of proxy materials to brokerage houses, fiduciaries and custodians, nominees and fiduciaries for forwarding of proxy soliciting material to the beneficial owners of the Common Stock of Zap at ZAP's expense. In addition to the solicitation of proxies by mail, some of the officers and directors and regular employees of ZAP may without additional compensation solicit proxies by telephone or personal interview. ZAP will bear the costs of these solicitations. INFORMATION ABOUT THE ANNUAL MEETING AND VOTING OUTSTANDING SECURITIES AND VOTING RIGHTS The record date for determining the shareholders entitled to vote at the meeting is August 30, 2002. All holders of our Common Stock at the close of business on August 30, 2002 will be eligible to vote at the Annual Meeting. On that date there were 7,246,128 shares of Common Stock . Each share is entitled to one vote. PROXY VOTING Shares for which proxies are properly executed and returned, or properly voted telephonically or by Internet, will be voted at the Annual Meeting in accordance with the directions noted thereon or, in the absence of directions, will be voted "FOR" the election of each of the nominees to the Board of Directors named under Proposal Number 1 below, "FOR" and "FOR" the ratification of Odenberg,Ullakko, Muranishi & Co. LLP as our independent public accountant for 2002. Should any other business properly come before the meeting, the person or persons named as the proxy shall be allowed to vote on such a matter as that person or those persons determine in his, her or their sole discretion.

The manner in which your shares may be voted by proxy depends on how your shares are held. If you own shares of record, meaning that your shares of Common Stock are represented by certificates or book entries in your name so that you appear as a shareholder on the records of our stock transfer agent, Computershare Trust, a proxy for voting those shares will be included with this proxy statement. You may vote those shares by completing, signing and returning the proxy in the enclosed envelope. If you own shares through a bank or brokerage firm account, you may instead receive a voting instruction form with this proxy statement, which you may use to instruct how your shares should be voted. Just as with a proxy, you may vote those shares by completing, signing and returning the voting instruction form in the enclosed envelope. Many banks and brokerage firms have arranged for Internet or telephonic voting of shares and provide instructions for using those services on the voting instruction form. ATTENDANCE AND VOTING AT THE ANNUAL MEETING If you own shares of record, you may attend the Annual Meeting and vote in person, regardless of whether you have previously voted on a proxy or telephonically. If you own shares through a bank or brokerage firm account, you may attend the Annual Meeting, but in order to vote your shares at the meeting, you must obtain a "legal proxy" from the bank or brokerage firm that holds your shares. You should contact your account representative to learn how to obtain a "legal proxy." We encourage you to vote your shares in advance of the Annual Meeting date by one of the methods described above, even if you plan on attending the Annual Meeting. VOTES REQUIRED Nominees for election as directors at the Annual Meeting will be elected by a plurality of the votes cast at the Annual Meeting. The approval of Odenberg,Ullakko,Muranishi & Co. LLP as our independent auditors and any other proposal which may be brought before the meeting will require the approval of a majority of the shares present and represented at the Annual Meeting. QUORUM AND COUNTING THE VOTE A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstention votes will be counted as present and represented at the Annual Meeting for purposes of determining whether a quorum exists. Broker non-votes will not be counted as present and represented at the Annual Meeting for the purpose of determining whether a quorum exists. In the election of directors, an abstention will have no effect on the outcome. Abstention from voting will have the same effect as voting against any other proposal submitted for consideration by the shareholders at the Annual Meeting. REVOCATION OF PROXIES You may revoke a proxy at any time prior to the time it is voted by delivering a written notice of revocation to the Secretary of ZAP, by submitting a later-dated proxy or by attending the Annual Meeting and voting in person. Any shareholder holding shares through a bank or brokerage firm may revoke a previously granted proxy or change previously given voting instructions by contacting the bank or brokerage firm, or by obtaining a "legal proxy" from the bank or brokerage firm and voting at the Annual Meeting.

GOVERNANCE OF THE COMPANY 2001 BOARD MEETINGS The Board of Directors met fourteen times in 2001. During the fiscal year 2001, each director attended at least 75% of the aggregate of the total number of Board of Directors and committee meetings held during the period in which he served as a director. BOARD COMMITTEES The Board of Directors intends to form an Audit Committee and a Compensation Committee following the Annual Meeting. The full Board of Directors makes recommendations concerning the submission of candidates at shareholders' meetings for election to the Board of Directors. Until the Compensation Committee is formed, the Board of Directors reviews and approves all major issues concerning salaries. The Board of Directors may establish committees if it deems it advisable to do so or if the size of the Board of Directors expands to the extent that the Board of Directors deems it appropriate to create additional committees. DIRECTORS' COMPENSATION Members of our Board of Directors do not receive any cash compensation for their service on the Board of Directors, but directors may be reimbursed for certain expenses in connection with their attendance at Board of Directors meetings. CERTAIN RELATIONSHIPS There are no certain relationships among our directors and executive officers. RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS There are no familial relationships among our directors and executive officers. REPORTS UNDER SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers to file reports of ownership and changes in ownership with respect to the securities of ZAP and its affiliates with the Securities and Exchange Commission and to furnish copies of these reports to us. Based on a review of these reports and written representations from our directors and officers regarding the necessity of filing a report, we believe that during fiscal year 2001, all filing requirements were met on a timely basis.

PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP CERTAIN BENEFICIAL OWNERS To the best of our knowledge, the following are those who own beneficially five percent or more of our Common Stock outstanding as of August 30, 2002: SHARES BENEFICIALLY OWNED SHARES HELD NAME AND ADDRESS AND NATURE OF OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE ------------------- -------------------- ---------- Steve Schneider 2,822,222 (1) 38.9% 117 Morris Street Sebastopol, California 95472 Gary Starr 1,189,734 (2) 16.4% 117 Morris Street Sebastopol, California 95472 Ridgewood Power, LLP 994,500 (3) 13.7% 947 Linwood Ave. Ridgewood, NJ 07450 Jeff Schneider 611,111 8.4% 117 Morris Street Sebastopol, California 95472 The Endeavour Capital Fund, S.A. 463,680 6.4% P.O.B. 57116 Jerusalem 91570 Israel (1) Includes 22,222 shares of common stock issuable upon the exercise of stock options within 60 days of August 30, 2002. (2) Includes 138,889 shares of common stock issuable upon the exercise of stock options within 60 days of August 30, 2002. (3) Includes 11,111 shares of common stock issuable upon the exercise of stock options within 60 days of August 30, 2002.

OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table shows, as of August 30, 2002, the number of shares of our Common Stock beneficially owned by our directors and nominees, executive officers named in the Summary Compensation Table, and our directors and executive officers as a group. SHARES HELD NAME AND AGE OF AND NATURE OF BENEFICIAL OWNER POSITION BENEFICIAL OWNERSHIP ---------------- -------- -------------------- Michael Coder, 54 Director 25,000 * Steven Schneider, 42 Director 2,822,222 (1) Gary Starr, 46 Chief Executive Officer 1,189,737 (2) Director Directors and executive officers as a group 4,036,959 * Represents beneficial ownership of less than 1%. (1) Includes 22,222 shares of common stock issuable upon the exercise of stock options within 60 days of August 30, 2002. (2) Includes 138,889 shares of common stock issuable upon the exercise of stock options within 60 days of August 30, 2002.

PROPOSAL NUMBER 1 ELECTION OF DIRECTORS Our Bylaws state that the Board of Directors shall consist of between five and nine members, with the exact number of directors between this range to be determined by the Board of Directors. The Board of Directors has set the number of directors at from five to nine, currently we are seeking to add three new members to our Board of Directors which will bring the total to five. At the Annual Meeting , five directors will be elected to serve until the 2003 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. Persons may be nominated for election to the Board of Directors by the shareholders upon the making of a proper motion at the Annual Meeting. The Board of Directors will present for election by the shareholders and recommends a vote "FOR" the following nominees: Louis Auletta, Michael Coder, Lawrence McLaughlin, Steven Schneider And Gary Starr. Each nominee was recommended unanimously by the Board of Directors for presentation to the shareholders for election at the Annual Meeting. Each nominee is currently a member of the Board of Directors. All proxies will be voted "FOR" the election of each of these nominees unless authority to vote for the election for any nominee or nominee is withheld by the shareholder giving the proxy. If any nominee should unexpectedly decline or be unable to act as a director, the proxies may be voted for a substitute nominee to be designated by the Board of Directors. The Board of Directors does not believe that any nominee will decline to serve. Shareholders will have the right to vote their shares cumulatively. However, shareholders shall not be entitled to cumulate votes unless the candidates' names have been placed in nomination before the commencement of the voting and a shareholder has given notice at the Annual Meeting, and before the voting has begun, of his or her intention to cumulate votes. If any shareholder has given such notice, then all shareholders entitled to vote may cumulate their votes by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of his or her shares or by distributing such votes on the same principle among any number of candidates. If no shareholder elects to use cumulative voting then the shareholders shall be allowed to cast one vote per share owned for each of the six positions on the Board of Directors. Votes cast against a candidate or which are withheld shall have no effect. Background information with respect to the five nominees for election to the Board of Directors is set forth below.

NOMINEES FOR ELECTION TO BOARD OF DIRECTORS LOUIS AULETTA has been involved in various entrepreneurial business ventures for the past 35 years. Currently, he is engaged in real estate development. An avid environmentalist all his life, he has also served as the executive director of the Earth Options Institute. Mr. Auletta holds a Bachelors degree in Business from Wagner College, New York. MICHAEL G. CODER was educated at the University of California , Davis and received a Bachelors Degree in Psychology in 1970. He also received his law degree from the University of the Pacific-Mc George School of Law in 1974. Mr. Coder was employed by the District Attorneys of Yolo and Sacramento Counties from 1973 to 1974.He also served as a Supervising Staff Counsel for the California Department of Motor Vehicles from 1974 to 1976. Additionally, Mr. Coder was an Administrative Law Judge for the Educational (now Public) Employment Relations Board from 1976 to 1977. For the past 25 years, Mr. Coder has been a senior partner or sole law practitioner representing the members of the automotive industry. Mr. Coder is the President of Auto Distributors, a licensed distributor of alternative fuel powered motor vehicles. LAWRENCE W. MC LAUGHLIN has practiced law in Sonoma County, California since 1978, specializing in municipal and civil matters. He is presently legal counsel to the boards of several corporations, primarily in the medical field, and also represents several local Fire Districts as well as the City of Sebastopol. In addition, Mr. Mc Laughlin's law firm (Dermott, Cutler & Mc Laughlin) represents other business, collection, and family law clients. Mr. Mc Laughlin is a graduate of the University of California, Berkeley, and received his law degree from Empire College in Santa Rosa, California. STEVEN SCHNEIDER is the founder of Voltage Vehicles, a full-service alternative fuel vehicle distributor specializing in the full spectrum of electric vehicles (EV) and full-performance alternative fuel vehicles (AFV) including automobiles, motorcycles, bicycles, scooters, hovercraft, neighborhood electric vehicles (NEV), commercial vehicles and accessories. He also founded Auto Distributors, Inc., which is the promotion and distribution arm of Voltage Vehicles dealership He has also been appointed to the Advisory Board of Directors to Apollo Energy Systems where he works closely with Apollo's management. He is involved in planning marketing strategies and tactics for Apollo Energy. Apollo is in the business of developing and manufacturing fuel cell technology and propulsion systems. He is also active in legislative issues regarding alternative fuel vehicles, Mr. Schneider recently lobbied at the nation's capitol on behalf of the Clear Act (S.760/H.R. 1864: "Clean Efficient Automobiles Resulting From Advanced Car Technologies"). He also supported Representative Sherwood Boehlert (R-NY) efforts to introduce new legislation called the "Alternative Fueled Acceleration Act of 2001" along with actively supporting numerous other related state and federal initiatives. He is an active member on the LSV subcommittee in Washington D.C. where his ideas have spawned new innovative markets for low speed vehicles. Mr. Schneider's automotive career spans more than 17 years experience in varying roles including that of owner, partner, sales representative, business manager, creditor and adjustor. His successes also include the formation of two Northern California automobile sales companies, as well as stints in the financial, real estate and electronics industries. He has also received extensive education and training in sales and marketing, banking, insurance and automotive training.

GARY STARR has been a director and executive officer of ZAP since its inception in 1994. He has been the Chief Executive Officer of ZAP since September 1999. He has been building, designing, and driving electric cars for more than 25 years. In addition to overseeing the marketing of more than 75,000 electric bicycles and other electric vehicles, Mr. Starr has invented several solar electric products and conservation devices. Mr. Starr founded U.S. Electricar's electric vehicle operation in 1983. In 1993, Mr. Starr earned a Private Industry Council Recognition Award for creating job opportunities in the EV industry and was named as one of the ten most influential electric car authorities by Automotive News. He has also received recognition awards for his contributions toward clean air from the American Lung Association of San Francisco, CALSTART and U.S. Senator Barbara Boxer. Mr. Starr has several publications: Electric Cars: Your Guide to Clean Motoring, The Shocking Truth of Electric Cars, and The True Cost of Oil. In addition, he has appeared on more than 300 radio and television talk and news shows (including Larry King Live, The Today Show, Inside Edition, CNN Headline News, Prime Time Live, and the CBS Evening News and the McNeil Lehrer News Hour) as a recognized authority in the field of electric vehicles. Mr. Starr has a Bachelor of Science Degree from the University of California, Davis in Environmental Consulting and Advocacy. PROPOSAL NUMBER 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT Odenberg, Ullakko,Muranishi & Co. LLP has been appointed by the Board of Directors as our independent public accountant for the fiscal year ending December 31, 2002. In the event that ratification of this selection of independent public accountant is not approved by a majority of the shares of Common Stock voting at the Annual Meeting, the Board of Directors will reconsider its selection of independent public accountant. A representative of Odenberg,Ullakko,Muranishi & Co. LLP is not expected to be present at the Annual Meeting. RECOMMENDATION THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF UDENBERG,ULLAKKO,MURANISHI & CO. LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table summarizes the compensation earned by Gary Starr, our Chief Executive Officer, for the years indicated below. No other employee received compensation in excess of $100,000 for the fiscal years ended December 31, 1999, 2000, and 2001. <TABLE><CAPTION> Annual Compensation Long -Term Compensation Awards Payouts --------------------------------------------- Stock Other Restricted Underlying All Other Annual Stock Options LTIP Compen- Salary Bonus Compensation Award /SARs Payouts sation Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($) --------------------------- ---- ------ ----- ------------ ---------- ---------- ------- --------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Gary Starr 1999 39,500 200 Chief Executive officer 2000 59,600 700 2001 60,800 116,667(1) </TABLE> (1) See note below under options The following table provides information regarding stock options granted to Gary Starr for the fiscal year ended December 31, 2001. OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS) <TABLE><CAPTION> Year Number of % of Total Exercise or Options Securities Underlying Options/SARs Granted to Base Price Expiration Name Granted Options/SARs Granted Employees in Fiscal Year ($/Sh) Date ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Gary Starr 2001(1) 116,667 48.4% $1.20 12/31/04 </TABLE> The Board of Directors issued new options at the December 19, 2001 meeting and rescinded all previous options that were outstanding to employees. Also the options have been restated to reflect the reverse stock split which was done on July 1, 2002.

PROPOSALS OF SHAREHOLDERS Proposals which shareholders wish to be considered for inclusion in the proxy materials solicited by the Board of Directors for the 2003 Annual Meeting must be received by the Secretary by February 14, 2003 and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended. OTHER BUSINESS It is not intended that any business other than that set forth in the notice of Annual Meeting and more specifically described in this proxy statement will be brought before this meeting. If any other business should properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment on that business or any matters dealing with the conduct of the Annual Meeting pursuant to the discretionary authority granted in the proxy. By Order of the Board of Directors Corporate Secretary Sebastopol, California

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS This Proxy is Solicited on Behalf of the Board of Directors The undersigned holder(s) of the stock of ZAP acknowledges(s) receipt of the Notice of Annual Meeting of Shareholders of ZAP, dated September 20, 2002 a Proxy Statement of the Board of Directors of the same date. The undersigned hereby appoint(s) Renay Cude, attorney and proxy, with full power of substitution and revocation, to vote, as designated below all shares of Common Stock that the undersigned is entitled to vote, with all powers that the undersigned would possess IF personally present at the 2002 Annual Meeting of Shareholders of ZAP, to be held at the Kendall Jackson Wine Center, located at 5007 Fulton Road, CA 95439, on Saturday October 26, 2002 at 10:30 a.m. Pacific Standard Time, and at any adjournments thereof. The holder of this proxy is granted discretionary authority to cumulate votes in the election of directors among those nominees for whom the undersigned has granted the authority to vote. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PERSONS LISTED BELOW FOR ELECTION TO THE BOARD OF DIRECTORS AND FOR EACH OF THE PROPOSALS LISTED IN THE PROXY STATEMENT. THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S) DULY EXECUTING THIS PROXY. IF NO DIRECTION IS MADE WITH RESPECT TO ANY OR ALL OF THE BELOW PROPOSALS, THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS LISTED BELOW AND FOR ALL OF THE PROPOSALS LISTED in the STATEMENT. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE PLEASE COMPLETE, DATE AND SIGN PROXY ON REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE

ZAP PLEASE MARK VOTE IN CIRCLE IN THE FOLLOWING MANNER USING DARK INK ONLY: 0 The 2002 Annual Meeting of Sbareholders of ZAP (the "Company") will be held at 10:30 am. Pacific Standard Time on Saturday, October 26, 2002 at the Kendall Jackson Wine Center, 5007 Fulton Road, Santa Rosa, California, for the following purposes: 1. To elect five members to the Board of Directors, with the following persons to be nominated for election by the present Board of Directors: Louis Auletta, Michael Coder Larry McLaughlin, Steven Schneider and Gary Starr. FOR WITHHELD FOR ALL ALL ALL EXCEPT O O O 2. To ratify the appointment of Odenberg Ullakko Muranishi & Co. LLP as the Company's independent public accountant for the fiscal year ending December 31, 2002: FOR AGAINST ABSTAIN O O O INSTRUCTIONS: Please date and sign exactly as your name(s) appear(s) above. When signing as attorney, executor, administrator, trustee or guardian or as an officer of a corporation, partnership or other business entity, please give your full title. Joint shareholders EACH must sign his or her name. By executing this proxy, I (we) hereby revoke all previous proxies with any matter to be voted upon at the Annual Meeting. Number of shares: _______________________________________ Date: _____________________________________________, 2002 Signature of Shareholder ________________________________ Printed Name of Shareholder______________________________ Signature of Joint Shareholder___________________________ Printed Name of Joint Shareholder________________________