California
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
94-3210624
(I.R.S.
Employer Identification Number)
|
Title
of Each Class
|
|
Name
of Exchange on Which Registered
|
Common
Stock, no par value
|
NYSE
Arca
|
INDEX
|
Part
III
|
||
|
||
Item
9.
|
|
|
|
||
Item
10.
|
||
|
||
Item
11.
|
||
|
||
Item
12.
|
||
|
||
Item
13.
|
||
|
||
Item
14.
|
||
|
||
|
||
Name
|
|
Age
|
|
Position
|
|
|
|
||
Steven
M. Schneider
|
45
|
Chief
Executive Officer and Director
|
||
Gary
Starr
|
50
|
Chairman
of the Board of Directors
|
||
Max
Scheder-Bieschin
|
44
|
President
|
||
William
Hartman
|
58
|
Chief
Financial Officer
|
||
Renay
Cude
|
29
|
Secretary
and Director
|
||
Louis
Auletta
|
55
|
Director
|
||
Guy
Fieri
|
38
|
Director
|
||
Matthias
Heinze
|
51
|
Director
|
||
Mark
Haywood
|
44
|
Director
|
|
•
|
Guy
Fieri failed to timely file. The Form 3 was filed on March 15,
2006.
|
|
•
|
Louis
Auletta failed to timely file. The Form 3 was filed on March 24,
2006.
|
|
•
|
Matthias
Heinze failed to timely file. The Form 3 was filed on January 30,
2006.
|
|
•
|
Renay
Cude failed to timely file. The Form 3 was filed on November 29,
2005.
|
|
•
|
Bill
Hartman failed to timely file. The Form 3 was filed on January
27,
2006.
|
|
•
|
Max
Scheder-Bieschin failed to timely file. The Form 3 was filed on
October
26, 2005.
|
|
•
|
Mark
Haywood failed to timely file. The Form 3 was filed on March 7,
2006.
|
|
•
|
Guy
Fieri failed to file a Form 4 for three transactions with a net
increase
of 25,000 shares and 100,000 options. These transactions were filed
on a
Form 3 on March 15, 2006.
|
|
•
|
Louis
Auletta failed to file a Form 4 for two transactions with a net
increase
of 25,000 shares of common stock and 25,000 options. These transactions
were filed on a Form 3 on March 24, 2006.
|
|
•
|
Gary
Starr failed to file a Form 4 for six transactions with a net increase
of
301,898 warrants and 316,898 options and a net decrease of 110,000
shares
of common stock. These transactions were filed on a Form 4 on
March 14, 2006.
|
|
•
|
Steve
Schneider failed to file a Form 4 for nine transactions with a
net
decrease of 153,302 warrants and a net increase of 316,898 options.
These
transactions were filed on a Form 4 on March 24,
2006.
|
|
•
|
Renay
Cude failed to file a Form 4 for ten transactions with a net increase
of
1,118,250 options, 55,365 shares of common stock and 1,031,654
warrants.
The earliest of these transactions date back to 2002. These
transactions were filed on a Form 3, a Form 4 and two Form 5s on
November 29, 2005.
|
|
•
|
Bill
Hartman failed to file a Form 4 for thirteen transactions with
a net
increase of 57,666 shares of common stock, 300,000 options and
580,000
warrants. The earliest of these transactions date back to 2001.
These
transactions were filed on a Form 3 on January 27,
2006.
|
ANNUAL
COMPENSATION
|
LONG TERM COMPENSATION
|
|||||||||||||||
Awards
|
Payouts
|
|||||||||||||||
Name
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
annual
compensation
($)
|
Restricted
stock
awards
($)
|
Securities
Underlying
Options
(#)
|
LTIP
Payouts
($)
|
All
Other
Compensation
($)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Schneider(1)
|
2005
|
120,000
|
-
|
-
|
-
|
633,796
|
-
|
-
|
||||||||
Chief
Executive Officer
|
2004
|
108,300
|
-
|
-
|
28,750
|
1,528,652
|
-
|
-
|
||||||||
2003
|
74,100
|
-
|
-
|
-
|
150,000
|
-
|
-
|
|||||||||
|
||||||||||||||||
Gary
Starr(2)
|
2005
|
120,000
|
-
|
-
|
-
|
633,796
|
-
|
-
|
||||||||
Chairman
of the Board
|
2004
|
108,300
|
-
|
-
|
28,750
|
1,528,652
|
-
|
-
|
||||||||
2003
|
74,100
|
-
|
-
|
-
|
150,000
|
-
|
-
|
|||||||||
|
||||||||||||||||
William
Hartman(3)
|
2005
|
115,000
|
-
|
-
|
-
|
500,000
|
-
|
-
|
||||||||
Chief
Financial Officer
|
2004
|
115,000
|
-
|
-
|
28,750
|
175,000
|
-
|
-
|
||||||||
2003
|
115,000
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
|
||||||||||||||||
Renay
Cude(4)
|
2005
|
40,000
|
30,000
|
17,000
|
-
|
633,796
|
-
|
-
|
||||||||
Corporate
Secretary
|
2004
|
40,000
|
-
|
23,000
|
58,000
|
1,279,408
|
-
|
-
|
||||||||
2003
|
40,000
|
-
|
-
|
-
|
161,700
|
-
|
-
|
|||||||||
|
||||||||||||||||
Max
Scheder-Bieschin(5)
|
2005
|
24,600
|
-
|
-
|
15,600
|
550,000
|
-
|
-
|
||||||||
President
|
2004
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
2003
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
As
of December 31, 2005, the value of Mr. Schneider’s restricted stock
award was $6,500 based on the closing price of ZAP common stock
on
December 30, 2005.
|
(2)
|
As
of December 31, 2005, the value of Mr. Starr’s restricted stock award
was $6,500 based on the closing price of ZAP common stock on
December 30, 2005.
|
(3)
|
As
of December 31, 2005, the value of Mr. Hartman’s restricted stock award
was $6,500 based on the closing price of ZAP common stock on December
30,
2005.
|
(4)
|
Ms.
Cude received a housing allowance of $12,000 and $18,000 in 2005
and 2004,
respectively and a car allowance of $5,000 in 2005 and 2004. As
of
December 31, 2005, the value of Ms. Cude’s restricted stock award was
$14,400 based on the closing price of ZAP common stock on
December 30, 2005.
|
(5)
|
Mr.
Scheder-Bieschin began providing consulting services in September
2005,
was hired as Executive Vice President on October 14, 2005, and became
President on December 1, 2005. He receives an annual salary of
$120,000. He was granted 15,000 shares of restricted stock, valued
at
$15,600, based on the closing price of ZAP common stock on
September 14, 2005, the date of grant. As of December 31, 2005,
the value of Mr. Scheder-Bieschin’s restricted stock award was $3,900
based on the closing price of ZAP common stock on December 30, 2005.
|
Name
|
Number
of
securities
underlying
Options/
SARs
granted
(#)
|
Percent
of
total
options/
SARs
granted
to
employees
in
fiscal year
|
Exercise
or
base
price
($/sh)
|
Expiration
Date
|
||||
|
|
|
|
|
|
|
|
|
Steven
Schneider
|
316,898(1)
|
9.41%
|
$1.00
|
July
1, 2007
|
||||
316,898(2)
|
9.41%
|
$0.93
|
June
7, 2015
|
|||||
|
||||||||
Gary
Starr
|
316,898(3)
|
9.41%
|
$1.00
|
July
1, 2007
|
||||
316,898(4)
|
9.41%
|
$0.93
|
June
7, 2015
|
|||||
|
||||||||
William
Hartman
|
500,000(5)
|
14.84%
|
$1.00
|
July
1, 2007
|
||||
|
||||||||
Renay
Cude
|
316,898(6)
|
9.41%
|
$1.00
|
July
1, 2007
|
||||
316,898(7)
|
9.41%
|
$0.93
|
June
7, 2015
|
|||||
|
||||||||
Max
Scheder-Bieschin
|
250,000(8)
|
7.42%
|
$1.04
|
September
14, 2015
|
||||
250,000(9)
|
7.42%
|
$1.20
|
July
1, 2007
|
|||||
50,000(10)
|
1.48%
|
$0.65
|
December
1, 2015
|
(1)
|
Mr.
Schneider was granted 316,989 K-2 warrants on June 7,
2005.
|
(2)
|
Mr.
Schneider was granted 316,989 options from the 2002 Employee Stock
Option
Plan on June 7, 2005.
|
(3)
|
Mr.
Starr was granted 316,989 K-2 warrants on June 7,
2005.
|
(4)
|
Mr.
Starr was granted 316,989 options from the 2002 Employee Stock
Option Plan
on June 7, 2005.
|
(5)
|
Mr.
Hartman was granted 500,000 K-2 warrants on June 7,
2005.
|
(6)
|
Ms.
Cude was granted 316,989 K-2 warrants on June 7, 2005.
|
(7)
|
Ms.
Cude was granted 316,989 options from the 2002 Employee Stock Option
Plan
on June 7, 2005.
|
(8)
|
Mr.
Scheder-Bieschin was granted 250,000 options from the 2002 Employee
Stock
Option Plan on September 14, 2005.
|
(9)
|
Mr.
Scheder-Bieschin was granted 250,000 B-2 warrants on September
14,
2005.
|
(10)
|
Mr.
Scheder-Bieschin was granted 50,000 options from the 2002 Employee
Stock
Option Plan on December 1,
2005.
|
Name
|
Shares
Acquired
on Exercise (#)
|
Value
Realized
($)
|
Number
of
Unexercised
Options
at
12/31/05
(Exercisable
/
Unexercisable)
|
Value
of Unexercised
In-the-Money
Options
at
12/31/05
(Exercisable
/
Unexercisable)(1)
|
||||
|
|
|
|
|
|
|
|
|
Steven
Schneider
|
0
|
0
|
12,333,970(2)/834,084
|
$2,000/0
|
||||
Gary
Starr
|
0
|
0
|
5,405,218(3)/834,084
|
$2,000/0
|
||||
William
Hartman
|
0
|
0
|
901,949(4)/69,444
|
$1,250/0
|
||||
Renay
Cude
|
0
|
0
|
1,491,411(5)/658,493
|
$750/0
|
||||
Max
Scheder-Bieschin
|
0
|
0
|
279,167(6)/270,833
|
0/0
|
||||
(1)
|
Value
represents the difference between the closing price of the common
stock on
December 30, 2005 ($0.26) and the option exercise price.
|
(2) | Includes 11,636,454 warrants held by Mr. Schneider. |
(3) | Includes 4,591,085 warrants held by Mr. Starr. |
(4) | Includes 570,000 warrants held by Mr. Hartman. |
(5) | Includes 1,031,654 warrants held by Ms. Cude. |
(6) | Includes 250,000 warrants held by Mr. Scheder-Bieschin. |
Name
and Address
|
Shares
Beneficially Owned
|
Percentage
of Class
|
||
|
|
|
||
Beneficial
Owners of More than 5%:
|
||||
Sunshine
511 Holdings (1)
|
3,000,000
|
8.0%
|
||
101
N. Clematis Street, Suite 511
West
Palm Beach, Florida 33401
|
||||
|
||||
Daka
Development Ltd. (2)
|
3,007,055
|
8.2%
|
||
8/F
Leroy Plaza, Unit C
15
Cheung Shun Street
Chung
Sha Wan Kin, Hong Kong
|
||||
|
||||
Fusion
Capital Fund II, LLC (3)
|
2,500,750
|
6.8%
|
||
222
Merchandise Mart Plaza, Suite 9-112
Chicago,
IL 60654
|
||||
|
||||
Jeffrey
G. Banks (4)
|
4,522,993
|
12.2%
|
||
1314
Sunny Hills Road
Oakland,
CA 94610
|
||||
|
||||
Phi-Nest
Fund, LP (5)
|
2,593,162
|
7.5%
|
||
2385
Executive Drive, Suite 100
Boca
Raton, Florida 33431
|
||||
|
||||
Current
Directors, Nominees and Named
Executive
Officers:
|
||||
Steven
Schneider (6)
|
15,480,845
|
32.9%
|
||
|
||||
Gary
Starr (7)
|
6,540,472
|
16.3%
|
||
|
||||
William
Hartman (8)
|
696,389
|
2.0%
|
||
|
||||
Renay
Cude (9)
|
1,645,651
|
4.6%
|
||
|
||||
Max
Scheder-Bieschin (10)
|
344,167
|
1.0%
|
||
Guy
Fieri (11)
|
93,482
|
*
|
||
|
||||
Mark
Haywood
|
200,500
|
*
|
||
|
||||
Matthias
Heinze (12)
|
250,000
|
*
|
||
|
||||
Louis
Auletta (13)
|
50,004
|
*
|
||
|
||||
All
Directors and Executive Officers as a group (9 persons)
|
25,301,338
|
45.6%
|
*
|
Less
than 1%.
|
(1)
|
Represents
3,000,000 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
2,352,056 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.
|
(3)
|
Represents
2,500,750 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
2,550,000 warrants to purchase common stock.
|
(5)
|
In
December 2004, the Company issued 2.9 million shares of common
stock as
collateral for a $1 million loan. The loan agreement was subsequently
amended allowing Phi-Nest to purchase and sell 500,000 shares of
common
stock for $1.16 per share. On March 30, 2006, the Company received
$500,000 as partial payment from the sale. The collateral was reduced
to
2.4 million shares and the loan is still pending. The address for
Phi-Nest
Fund, L.P. is 2385 Executive Drive, Suite 100, Boca Raton, FL 33431.
Mr.
Howard Deverett is the Fund Manager.
|
(6)
|
Includes
11,636,454 shares of common stock issuable upon the exercise of
various
warrants and 919,391 shares of stock issuable upon the exercise
of stock
options.
|
(7)
|
Includes
4,601,085 shares of common stock issuable upon the exercise of
various
warrants and 1,036,058 shares of stock issuable upon the exercise
of stock
options.
|
(8)
|
Includes
570,000 shares of common stock issuable upon the exercise of various
warrants and 101,389 shares of stock issuable upon the exercise
of stock
options.
|
(9)
|
Includes
1,031,654 shares of common stock issuable upon the exercise of
various
warrants and 558,632 shares of stock issuable upon the exercise
of stock
options.
|
(10)
|
Includes
250,000 shares of common stock issuable upon the exercise of various
warrants and 79,167 shares of stock issuable upon the exercise
of stock
options.
|
(11)
|
Includes
56,944 shares of common stock issuable upon the exercise of stock
options.
|
(12)
|
Includes
100,000 shares of common stock issuable upon the exercise of warrants
and
150,000 shares of stock issuable upon the exercise of stock
options.
|
(13)
|
Includes
25,000 shares of common stock issuable upon the exercise of stock
options.
|
Plan
Category
|
Number
of Securities
to
be issued upon
exercise of outstanding
options
and other
rights
|
Weighted-average
exercise
price of
outstanding options and
other
rights
|
Number
of securities
remaining available for
future
issuance under
equity compensation
plans,
(excluding
securities
reflected in
column
(a))
|
|||
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity
compensation plans approved by security holders
|
6,371,350
|
$1.04
|
5,083,650
|
|||
|
||||||
Equity
compensation plans not approved by security holders(1)
|
11,309,358
|
$1.65
|
232,873
|
|||
|
||||||
Total
|
17,680,708
|
$1.43
|
5,316,523
|
(1)
|
As
of December 31, 2005, there are 11,309,358 warrants outstanding that
were issued pursuant to individual compensation arrangements not
approved
by shareholders and 232,873 shares reserved for future issuance
pursuant
to the 2004 Consultant Stock Plan, which was previously adopted
by the
Board to assist the Company in engaging individuals to provide
consulting
services. The specific issuances are described below under “Individual
Equity Compensation Arrangements.” Pursuant to the rules of NYSE Arca, the
Company must obtain shareholder approval for all future
|
|
issuances
of equity compensation and will not issue any of the 232,873 remaining
shares reserved for issuance under the 2004 Consultant Stock Plan
without
obtaining prior shareholder
approval.
|
|
•
|
On
October 9, 2002, Den Demers received 25,000 B-2 warrants for consulting
services.
|
|
•
|
On
November 8, 2002, Lee Bodmer received 100,000 B-2 warrants for
construction services.
|
|
•
|
On
November 12, 2002, Jeff Clay received 25,000 B-2 warrants for consulting
services.
|
|
•
|
On
March 5, 2003, International Broadcasting Corp. received 25,000
warrants
for consulting services.
|
|
•
|
On
March 12, 2003, Joe Mercier received 25,000 B-2 warrants for consulting
services.
|
|
•
|
On
March 13, 2003, Stan Elbaum received 5,000 B-2 warrants for marketing
services.
|
|
•
|
On
June 6, 2003, J. Brooks received 5,000 B-2 warrants for consulting
services.
|
|
•
|
On
September 15, 2003, John Wong received 10,000 B-2 warrants for
consulting
services.
|
|
•
|
On
September 17, 2003, Wolfgang Hans Zieber received 7,000 B-2 warrants
for
contracting services.
|
|
•
|
On
September 17, 2003, Robert Lee Zieber II received 7,000 B-2 warrants
for
contracting services.
|
|
•
|
On
December 12, 2003, Jeff Banks received 50,000 B-2 warrants for
consulting
services.
|
|
•
|
On
December 30, 2003, Kevin Schneider received 25,000 B-2 warrants
for web
design services.
|
|
•
|
On
January 8, 2004, Evan Rapoport received 895,500 B-2 warrants for
consulting services.
|
|
•
|
On
January 23, 2004, Kevin Schneider received 25,000 B-2 warrants
for web
design services.
|
|
•
|
On
March 24, 2004, Mark Levin received 650,000 B-2 warrants for consulting
services.
|
|
•
|
On
May 11, 2004, Marlin Financial Group received 50,000 B-2 warrants
for
consulting services.
|
|
•
|
On
November 16, 2004, Matthias Heinze received 100,000 B-2 warrants
for
consulting services.
|
|
•
|
On
September 14, 2005, Ricardo Silva Machado received 500,000 B-2
warrants
for consulting services.
|
|
•
|
On
September 14, 2005, Max Scheder-Bieschin received 250,000 B-2 warrants
pursuant to his employment.
|
|
•
|
On
September 15, 2005, Marketing Productions received 150,000 B-2
warrants
for consulting services.
|
|
•
|
On
September 15, 2005, Ran Furman received 80,000 B-2 warrants as
commission
payment.
|
|
•
|
On
September 15, 2005, Legend Merchant received 20,000 B-2 warrants
as
commission payment.
|
|
•
|
On
November 7, 2005, Jose Martin received 50,000 B-2 warrants for
consulting
services.
|
|
•
|
On
December 2, 2003, Gary Starr received 150,000 K-2 warrants pursuant
to his
employment.
|
|
•
|
On
December 3, 2003, Steve Schneider received 150,000 K-2 warrants
pursuant
to his employment.
|
|
•
|
On
April 12, 2004, Alex Campbell received 25,000 K-2 warrants pursuant
to his
employment.
|
|
•
|
On
April 12, 2004, Fernando Cancela received 25,000 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
April 21, 2004, Sunshine 511 Holdings received 1,000,000 K-2 warrants
for
consulting services.
|
|
•
|
On
June 23, 2004, Peter Richard received 100,000 K-2 warrants pursuant
to his
employment.
|
|
•
|
On
August 30, 2004, Renay Cude received 200,104 K-2 warrants pursuant
to her
employment.
|
|
•
|
On
August 30, 2004, Steve Schneider received 200,104 K-2 warrants
pursuant to
his employment.
|
|
•
|
On
August 30, 2004, Peter Richard received 50,000 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
August 30, 2004, William Hartman received 50,000 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
October 1, 2004, Christina Diaz received 50,000 K-2 warrants pursuant
to
her employment.
|
|
•
|
On
November 8, 2004, William Mitchell received 50,000 K-2 warrants
pursuant
to his employment.
|
|
•
|
On
November 16, 2004, Steve Schneider received 514,652 K-2 warrants
pursuant
to his employment.
|
|
•
|
On
November 16, 2004, Gary Starr received 514,652 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
November 16, 2004, Renay Cude received 514,652 K-2 warrants pursuant
to
her employment.
|
|
•
|
On
June 7, 2005, Steve Schneider received 316,898 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
June 7, 2005, Gary Starr received 316,898 K-2 warrants pursuant
to his
employment.
|
|
•
|
On
June 7, 2005, Renay Cude received 316,898 K-2 warrants pursuant
to her
employment.
|
|
•
|
On
June 7, 2005, William Hartman received 500,000 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
September 20, 2005, Allan Browne received 165,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Edward A. Woods received 165,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Benjamin D. Scheibe received 60,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Peter W. Ross received 105,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Robert B. Broadbelt received 37,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Sylvia P. Lardiere received 37,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Miles Feldman received 30,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Eric George received 127,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Michael A. Bowse received 22,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
October 21, 2005, Thomas Graver received 75,000 $1.50 warrants
for
consulting services.
|
|
•
|
On
October 26, 2004, Virginia Medeiros received 50,000 $2.50 warrants
for
public relations services.
|
|
•
|
On
February 15, 2005, Mark Groussman received 30,000 $2.50 warrants
as
commission payment.
|
(a)
|
Exhibits
|
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
* Filed
herewith
|
2005
|
2004
|
|||
Audit
fees:1
|
$230,000
|
$225,000
|
||
|
|
|
|
|
Audit-related
fees:
2
|
|
-
|
|
-
|
|
|
|
|
|
Tax
fees:3
|
|
-
|
-
|
|
|
||||
All
other fees:4
|
-
|
-
|
||
Total
|
|
$230,000
|
$225,000
|
(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.
|
|
ZAP
|
|
|
Date: May 1,
2006
|
By: /s/
STEVEN M. SCHNEIDER
|
|
Steven
M. Schneider
|
|
Chief
Executive Officer (Principal Executive
Officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/
STEVEN M. SCHNEIDER
|
Director
and Chief Executive Officer
|
May 1,
2006
|
Steven
M. Schneider
|
(Principal
Executive Officer)
|
|
|
|
|
/s/
GARY STARR
|
Chairman
of the Board of Directors
|
May 1,
2006
|
Gary
Starr
|
|
|
|
|
|
/s/
WILLIAM HARTMAN
|
Chief
Financial Officer (Principal Financial and
|
May 1,
2006
|
William
Hartman
|
Accounting
Officer)
|
|
|
|
|
/s/
MAXIMILIAN F. SCHEDER-BIESCHIN
|
President
|
May 1,
2006
|
Maximilian
F. Scheder-Bieschin
|
|
|
|
|
|
/s/
RENAY CUDE
|
Secretary
and Director
|
May 1,
2006
|
Renay
Cude
|
|
|
|
|
|
/s/
LOUIS AULETTA
|
Director
|
May 1,
2006
|
Louis
Auletta
|
|
|
|
|
|
/s/
GUY FIERI
|
Director
|
May 1,
2006
|
Guy
Fieri
|
|
|
|
|
|
/s/
MARK HAYWOOD
|
Director
|
May 1,
2006
|
Mark
Haywood
|
|
|
|
|
|
/s/
MATTHIAS HEINZE
|
Director
|
May 1,
2006
|
Matthias
Heinze
|
|
|