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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from          to
 Commission file number: 0-27729
 Zap.Com Corporation
 (Exact name of registrant as specified in its charter)
 Nevada
    
    76-0571159(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)450 Park Avenue, 27thFloorNew York, NY
    
    10022(Address of principal executive offices)
    
    (Zip Code)
 (212) 906-8555  (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ þ o




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ZAP.COM CORPORATION
  
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Condensed Balance Sheets as of June 30, 2010 and December 31, 2009
    
    
    3Condensed Statements of Operations for the Three and Six Months Ended June 30, 2010 and June 30, 2009
    
    
    4Condensed Statements of Cash Flows for the Six Months Ended June 30, 2010 and June 30, 2009
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    8Item 4.
    
    Controls and Procedures
    
    
    8PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    11Item 1A.
    
    Risk Factors
    
    
    11Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    11Item 3.
    
    Defaults Upon Senior Securities
    
    
    11Item 4.
    
    (Removed and Reserved)
    
    
    11Item 5.
    
    Other Information
    
    
    11Item 6.
    
    Exhibits
    
    
    11EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I: FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 ZAP.COM CORPORATION
 
 CONDENSED BALANCE SHEETS
 June 30,
    
    
    December 31,2010
    
    
    2009 (A)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,338,891
    
    
    $
    1,441,166Total assets
    
    $
    1,338,891
    
    
    $
    1,441,166LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,442
    
    
    $
    6,119Accrued liabilities
    
    
    
    
    
    
    9,849Total liabilities
    
    
    5,442
    
    
    
    15,968Commitments and contingenciesStockholders equity:Common stock
    
    
    50,004
    
    
    
    50,004Additional paid in capital
    
    
    10,933,815
    
    
    
    10,925,546Accumulated deficit
    
    
    (9,650,370
    )
    
    
    (9,550,352
    )Total stockholders equity
    
    
    1,333,449
    
    
    
    1,425,198Total liabilities and stockholders equity
    
    $
    1,338,891
    
    
    $
    1,441,166
 
 (A)
    
    Derived and condensed from the audited financial statements as of December 31, 2009.  3




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ZAP.COM CORPORATION
 
 CONDENSED STATEMENTS OF OPERATIONS
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    65,424
    
    
    
    56,139
    
    
    
    100,066
    
    
    
    106,407Total operating expenses
    
    
    65,424
    
    
    
    56,139
    
    
    
    100,066
    
    
    
    106,407Operating loss
    
    
    (65,424
    )
    
    
    (56,139
    )
    
    
    (100,066
    )
    
    
    (106,407
    )Interest income
    
    
    18
    
    
    
    279
    
    
    
    48
    
    
    
    279Loss before income taxes
    
    
    (65,406
    )
    
    
    (55,860
    )
    
    
    (100,018
    )
    
    
    (106,128
    )Benefit from income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (65,406
    )
    
    $
    (55,860
    )
    
    $
    (100,018
    )
    
    $
    (106,128
    )Net loss per common share  basic and diluted
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Weighted average common shares outstanding
    
    
    50,004,474
    
    
    
    50,004,474
    
    
    
    50,004,474
    
    
    
    50,004,474
  4




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ZAP.COM CORPORATION
 
 CONDENSED STATEMENTS OF CASH FLOWS
 Six Months Ended June 30,2010
    
    
    2009(Unaudited)Cash flows from operating activities:Net loss
    
    $
    (100,018
    )
    
    $
    (106,128
    )Adjustments to reconcile net loss to net cash used in operating
activities:Contributed capital from Harbinger Group Inc. for
unreimbursed management services and rent
    
    
    8,269
    
    
    
    6,960Changes in assets and liabilities:Other receivables
    
    
    
    
    
    
    (20
    )Accounts payable
    
    
    (677
    )
    
    
    (2,868
    )Accrued liabilities
    
    
    (9,849
    )
    
    
    12,850Net cash used in operating activities
    
    
    (102,275
    )
    
    
    (89,206
    )Net decrease in cash and cash equivalents
    
    
    (102,275
    )
    
    
    (89,206
    )Cash and cash equivalents at beginning of period
    
    
    1,441,166
    
    
    
    1,597,007Cash and cash equivalents at end of period
    
    $
    1,338,891
    
    
    $
    1,507,801
  5




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ZAP.COM CORPORATION
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 Note 1. Basis of Presentation
  Subsequent Events
  Note 2. Cash and Cash Equivalents
  Note 3. Related Party Transactions
  6




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   Results of Operations
  Revenues.
 Cost of revenues.
 General and administrative expenses.
 Interest Income.
 Liquidity and Capital Resources
  7




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Off-Balance Sheet Arrangements
  Summary of Cash Flows
   Commitments and Contingencies
  Recent Accounting Pronouncements Not Yet Adopted
  Critical Accounting Policies and Estimates
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of disclosure controls and procedures
   8




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Changes in Internal Controls Over Financial Reporting
  9




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PART II: OTHER INFORMATION
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS
  
    
    We have limited assets and no source of revenue.
 
    
    We have not selected a specific industry in which to acquire or develop a business.
 
    
    Our officers are also officers of Harbinger Group Inc. (our Principal Stockholder) and
they may have conflicts of interest.
 
    
    Our Principal Stockholder controls us and the presence of interlocking directors and
officers create potential conflicts of interest and could prevent a change of control.
 
    
    We may suffer adverse consequences if we are deemed an investment company and we may
incur significant costs to avoid investment company status.
 
    
    We have no substantive disclosure relating to prospective new businesses.
 
    
    If an acquisition or business combination is consummated, stockholders will likely not
know its structure in advance and will likely suffer dilution.
 
    
    We are categorized as a shell company as that term is used in the Commissions rules.
 
    
    Management devotes insignificant time to our activities.
 
    
    There is significant competition for acquisition candidates.
 
    
    There is no assurance of a continued public trading market for our stock and being a low
priced security may affect the market value of our stock.
 
    
    We may have liabilities as a member of our Principal Stockholders consolidated tax
group.
 
    
    Because we do not intend to pay any cash dividends on our common stock, holders of our
common stock will not be able to receive a return on their shares unless they sell their
shares.
 
    
    Our anti-takeover provisions in our corporate documents may have an adverse effect on the
market price of our common stock.
 
    
    A substantial amount of our common stock is eligible for sale into the market and this
could depress our stock price.
 
    
    Section 404 of the Sarbanes-Oxley Act of 2002 requires us to document and test our
internal controls over financial reporting and to report on our assessment as to the
effectiveness of these controls. Any delays or difficulty in satisfying these
 10




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requirements or negative reports concerning our internal controls could adversely affect our
future results of operations and our stock price.
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
 31.1*
    
    Certification of CEO Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of CFO Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1**
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2**
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 11




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SIGNATURES
  ZAP.COM CORPORATION
(Registrant)Dated: August 5, 2010
    By:
    /s/  FRANCIS T. McCARRONExecutive Vice President and Chief Financial Officer(on behalf of the Registrant and as Principal
Financial Officer) 12