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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 September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-27729
 ZAP.COM CORPORATION
 (Exact name of Registrant as specified in its charter)
 Nevada(State or other jurisdiction of incorporation or organization)
    
    76-0571159(I.R.S. Employer Identification No.)100 Meridian Centre, Suite 350Rochester, NY
    
    14618(Address of principal executive offices)
    
    (Zip Code)
 REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE
(585) 242-2000
 FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT: Not applicable
 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
 PART I. UNAUDITED FINANCIAL INFORMATIONItem 1.
    
    Unaudited Financial StatementsUnaudited Condensed Balance Sheets as of September 30, 2009 and December 31, 2008
    
    
    3Unaudited Condensed Statements of Operations for the Three Months and Nine Months
Ended September 30, 2009 and 2008
    
    
    4Unaudited Condensed Statements of Cash Flows for the Nine Months Ended
September 30, 2009 and 2008
    
    
    5Notes to Unaudited Condensed Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    8Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    12Item 4T.
    
    Controls and Procedures
    
    
    12PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    12Item 1A.
    
    Risk Factors
    
    
    12Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3.
    
    Defaults Upon Senior Securities
    
    
    16Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    16Item 5.
    
    Other Information
    
    
    16Item 6.
    
    Exhibits
    
    
    17EX-3.2EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
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PART I  UNDAUDTED FINANCIAL INFORMATION
 
 Item 1. Unaudited Financial Statements and Notes
 
 ZAP.COM CORPORATION
 UNAUDITED CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETS:Current assets:Cash and cash equivalents
    
    $
    1,471,938
    
    
    $
    1,597,007Total current assets
    
    $
    1,471,938
    
    
    $
    1,597,007LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilities:Accounts payable
    
    $
    
    
    
    $
    2,868Accrued liabilities
    
    
    17,500
    
    
    
    150Total current liabilities
    
    
    17,500
    
    
    
    3,018Commitments and Contingencies (Note 5)Stockholders Equity:Preferred stock, $0.01 par value, 150,000,000 shares authorized, 0 shares
issued and outstanding
    
    
    
    
    
    
    Common stock, $.001 par value, 1,500,000,000 shares authorized; 50,004,474
shares issued and outstanding
    
    
    50,004
    
    
    
    50,004Additional paid in capital
    
    
    10,923,517
    
    
    
    10,914,528Accumulated deficit
    
    
    (9,519,083
    )
    
    
    (9,370,543
    )Total stockholders equity
    
    
    1,454,438
    
    
    
    1,593,989Total liabilities and stockholders equity
    
    $
    1,471,938
    
    
    $
    1,597,007
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##### Table of Contents



ZAP.COM CORPORATION
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 For the
    
    
    For theThree Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    42,686
    
    
    
    18,174
    
    
    
    149,093
    
    
    
    63,851Operating loss
    
    
    (42,686
    )
    
    
    (18,174
    )
    
    
    (149,093
    )
    
    
    (63,851
    )Other income:Interest income
    
    
    275
    
    
    
    4,589
    
    
    
    553
    
    
    
    28,398Other, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,197Total other income
    
    
    275
    
    
    
    4,589
    
    
    
    553
    
    
    
    34,595Loss before income taxes
    
    
    (42,411
    )
    
    
    (13,585
    )
    
    
    (148,540
    )
    
    
    (29,256
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (42,411
    )
    
    $
    (13,585
    )
    
    $
    (148,540
    )
    
    $
    (29,256
    )Per share data (basic and diluted):Net loss per share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Weighted average number of common shares
    
    
    50,004,474
    
    
    
    50,004,474
    
    
    
    50,004,474
    
    
    
    50,004,474
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ZAP.COM CORPORATION
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 For the Nine Months EndedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (148,540
    )
    
    $
    (29,256
    )Adjustments to reconcile net loss to net
cash used in operating activities:Contributed capital from Zapata for
unreimbursed management services and rent
    
    
    8,989
    
    
    
    10,293Changes in assets and liabilities:Other receivables
    
    
    
    
    
    
    (1,554
    )Accounts payable
    
    
    (2,868
    )
    
    
    (21,855
    )Accrued liabilities
    
    
    17,350
    
    
    
    (37,750
    )Net cash used in operating activities
    
    
    (125,069
    )
    
    
    (80,122
    )Cash flows from investing activities:Purchases of investments
    
    
    
    
    
    
    (3,245,284
    )Maturities of investments
    
    
    
    
    
    
    1,641,518Net cash used in investing activities
    
    
    
    
    
    
    (1,603,766
    )Net change in cash and cash equivalents
    
    
    (125,069
    )
    
    
    (1,683,888
    )Cash and cash equivalents at beginning of period
    
    
    1,597,007
    
    
    
    1,686,624Cash and cash equivalents at end of period
    
    $
    1,471,938
    
    
    $
    2,736
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ZAP.COM CORPORATION
 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 Note 1. Summary of Operations and Basis of Presentation
  Business Description
  Note 2. Change of Control
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Note 3. Cash and Cash Equivalents
  September 30, 2009Amortized Cost
    
    
    Fair Market Value
    
    
    Unrealized LossU.S. Treasury Bills
    
    $
    1,448,000
    
    
    $
    1,447,971
    
    
    $
    (29
    )Treasury money market
    
    
    23,567
    
    
    
    23,567
    
    
    
    Checking account
    
    
    371
    
    
    
    371
    
    
    
    Total cash and cash
equivalents
    
    $
    1,471,938
    
    
    $
    1,471,909
    
    
    $
    (29
    )
  December 31, 2008Amortized Cost
    
    
    Fair Market Value
    
    
    Unrealized LossU.S. Treasury Bills
    
    $
    1,595,124
    
    
    
    1,594,984
    
    
    $
    (140
    )Treasury money market
    
    
    889
    
    
    
    889
    
    
    
    Checking account
    
    
    994
    
    
    
    994
    
    
    
    Total cash and cash
equivalents
    
    $
    1,597,007
    
    
    $
    1,596,867
    
    
    $
    (140
    )
  Note 4. Related Party Transactions
  Note 5. Commitments and Contingencies
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Note 6. Stock Option Plan
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at January 1, 2009
    
    
    511,300
    
    
    $
    0.08Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    365,000
    
    
    $
    0.08Outstanding at September 30, 2009
    
    
    146,300
    
    
    $
    0.08
    
    
    0.1 years
    
    $
    39,500Exercisable at September 30, 2009
    
    
    146,300
    
    
    $
    0.08
    
    
    0.1 years
    
    $
    39,500
 Note 7. Recently Issued Accounting Pronouncements
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
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
    
    We have limited assets and no source of revenue.
    
    We have not selected a specified industry in which to acquire or develop a business.
    
    There is an absence of substantive disclosure relating to prospective new businesses.
    
    If an acquisition or business combination is consummated, stockholders will not
know its structure and will likely suffer dilution.
    
    Management devotes insignificant time to activities of the Company.
    
    Zapata and Zap.Coms officers may have conflicts of interest.
    
    There is significant competition for acquisition candidates.
    
    There is no assurance of continued public trading market and being a low priced
security may affect the market value of our stock.
    
    Zapatas control and the presence of interlocking directors and officers create
potential conflicts of interest and could prevent a change of control.
    
    We have liabilities as a member of Zapata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
requirements or negative reports concerning our internal controls could adversely
affect our future results of operations and our stock price.
 General
    9




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Results of Operations
  Revenues.
 Cost of revenues
 General and administrative expenses.
 Interest Income.
 10




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Liquidity and Capital Resources
    Cash Flows
   Recent Accounting Pronouncements
   11




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Critical Accounting Policies
  Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4T. Controls and Procedures
 Evaluation of disclosure controls and procedures
   Changes in Internal Controls Over Financial Reporting
  
 Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  We have limited assets and no source of revenue.
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We have not selected a specified industry in which to acquire or develop a business.
  There is an absence of substantive disclosure relating to prospective new businesses.
  If an acquisition or business combination is consummated, stockholders will not know its structure
and will likely suffer dilution.
    Management devotes insignificant time to activities of the Company.
  Zapata and Zap.Coms officers may have conflicts of interest.
  13




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There is significant competition for acquisition candidates.
  There is no assurance of continued public trading market and being a low priced security may affect
the market value of stock.
      
    
    the bid and offer price quotes in and for the penny stock, and the number of shares to which the quoted prices apply,
    
    the brokerage firms compensation for the trade, and
    
    the compensation received by the brokerage firms sales person for the trade.
    
    In addition, subject to limited exceptions, a brokerage firm must send to its
customers trading in penny stocks a monthly account statement that gives an estimate
of the value of each penny stock in the customers account.
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Zapatas control and the presence of interlocking directors and officers create potential conflicts
of interest and could prevent a change of control.
   We have liabilities as a member of Zapata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.
  
    
    the elimination of the right to act by written consent by stockholders after Zapata
no longer holds a controlling interest in us;
    
    the elimination of the right to call special meetings of the stockholders by
stockholders except that Zapata may do so as long as it holds a controlling interest in
us;
    
    the creation of a staggered board of directors; and,
    
    the ability of the board of directors to designate, determine the rights and
preferences of, and to issue preferred stock, without stockholder consent, which could
adversely affect the rights of our common stockholders.
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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 requirements or negative reports concerning
our internal controls could adversely affect our future results of operations and our stock price.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  16




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Item 6. Exhibits
  3.1
    
    Restated Articles of Incorporation of Zap.Com Corporation
(Zap.Com) (incorporated by reference to Exhibit 3.1 of Zap.Coms Amended
Registration Statement on Form S-1/A, dated November 4, 1999)3.2*
    
    Amended and Restated Bylaws of Zap.Com.10.1*
    
    Form of Indemnification Agreement by and among Zapata and
Zap.Com Corporation and the Directors or Officers of Zapata and Zap.Com
Corporation.31.1*
    
    Certification of CEO as required by Rule 13a-14 or 15d-14
of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2*
    
    Certification of CFO as required by Rule 13a-14 or 15d-14 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. 17




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SIGNATURES
  November 4, 2009
    ZAP.COM CORPORATION
(Registrant)By:
    /s/ LEONARD DISALVOVice President and
Chief Financial Officer
(on behalf of the Registrant and as
Principal Financial Officer) 18