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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, 2005
 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)
    
    74-0571159(I.R.S. Employer Identification No.)100 Meridian Centre, Suite 350
Rochester, NY(Address of principal executive offices)
    
    14618(Zip Code)
 REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE
(585) 242-2000
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##### Table of Contents



ZAP.COM CORPORATION
TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets as of September 30, 2005 (Unaudited) and December 31, 2004
    
    
    3Unaudited Condensed Statements of Operations for the Three Months and Nine Months Ended
September 30, 2005 and 2004
    
    
    4Unaudited Condensed Statements of Cash Flows for the Nine Months Ended
September 30, 2005 and 2004
    
    
    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 4. Controls and Procedures
    
    
    12PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    12Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    12Item 3. Defaults Upon Senior Securities
    
    
    12Item 4. Submission of Matters to a Vote of Security Holders
    
    
    12Item 5. Other Information
    
    
    13Item 6. Exhibits
    
    
    13Signatures
    
    
    14Exhibits
    
    
    15EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements and Notes
 ZAP.COM CORPORATION
 
 CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETS:Current assets:Cash and cash equivalents
    
    $
    1,780,083
    
    
    $
    1,814,887Other receivables
    
    
    1,870
    
    
    
    1,203Prepaid assets
    
    
    1,127
    
    
    
    8,372Total current assets
    
    
    1,783,080
    
    
    
    1,824,462Property and equipment, net of accumulated
depreciation of $3,812 and $3,356
    
    
    455
    
    
    
    911Total assets
    
    $
    1,783,535
    
    
    $
    1,825,373LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilities:Accounts payable
    
    $
    25,518
    
    
    $
    733Accrued liabilities
    
    
    60,750
    
    
    
    60,346Total current liabilities
    
    $
    86,268
    
    
    $
    61,079Commitments & ContingenciesStockholders 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
    
    
    10,099,615
    
    
    
    10,090,160Additional paid in capital  warrants
    
    
    743,234
    
    
    
    743,234Accumulated deficit
    
    
    (9,195,586
    )
    
    
    (9,119,104
    )Total stockholders equity
    
    
    1,697,267
    
    
    
    1,764,294Total liabilities and stockholders equity
    
    $
    1,783,535
    
    
    $
    1,825,373
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ZAP.COM CORPORATION
 
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 For the
    
    
    For theThree Months Ended
    
    
    Three Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004Revenues
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    Gross income
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    48,289
    
    
    
    38,025Total operating expenses
    
    
    48,289
    
    
    
    38,025Loss from operations
    
    
    (48,289
    )
    
    
    (38,025
    )Interest income
    
    
    14,289
    
    
    
    6,076Loss before income taxes
    
    
    (34,000
    )
    
    
    (31,949
    )Income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (34,000
    )
    
    $
    (31,949
    )Per share data (basic and diluted):Net loss per share
    
    $
    0.00
    
    
    $
    0.00Weighted average number of common shares and
common share equivalents outstanding
    
    
    50,004,474
    
    
    
    50,004,474
 For the
    
    
    For theNine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004Revenues
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    Gross income
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    113,227
    
    
    
    127,892Total operating expenses
    
    
    113,227
    
    
    
    127,892Loss from operations
    
    
    (113,227
    )
    
    
    (127,892
    )Interest income
    
    
    36,745
    
    
    
    15,132Loss before income taxes
    
    
    (76,482
    )
    
    
    (112,760
    )Income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (76,482
    )
    
    $
    (112,760
    )Per share data (basic and diluted):Net loss per share
    
    $
    0.00
    
    
    $
    0.00Weighted average number of common shares and
common share equivalents outstanding
    
    
    50,004,474
    
    
    
    50,004,474
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ZAP.COM CORPORATION
 
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 For the
    
    
    For theNine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004Cash flows from operating activities:Net loss
    
    $
    (76,482
    )
    
    $
    (112,760
    )Adjustments to reconcile net loss to
net cash used in operating activities:Depreciation and amortization
    
    
    456
    
    
    
    456Contributed capital from Zapata for unreimbursed
management services and rent
    
    
    9,455
    
    
    
    10,282Changes in assets and liabilities:Other receivables
    
    
    (667
    )
    
    
    7,556Prepaid assets
    
    
    7,245
    
    
    
    30,015Accounts payable
    
    
    24,785
    
    
    
    (1,070
    )Accrued liabilities
    
    
    404
    
    
    
    (11,766
    )Total adjustments
    
    
    41,678
    
    
    
    35,473Net cash used in operating activities
    
    
    (34,804
    )
    
    
    (77,287
    )Net change in cash and cash equivalents
    
    
    (34,804
    )
    
    
    (77,287
    )Cash and cash equivalents at beginning of period
    
    
    1,814,887
    
    
    
    1,910,345Cash and cash equivalents at end of period
    
    $
    1,780,083
    
    
    $
    1,833,058
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ZAP.COM CORPORATION
 
 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 Note 1. Summary of Operations and Basis of Presentation
  Business Description
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Note 2. Significant Accounting Policies
 Recent Accounting Pronouncements
   Stock-Based Compensation
   Three Months EndedSeptember 30,2005
    
    
    2004Net loss, as reported
    
    $
    (34,000
    )
    
    $
    (31,949
    )Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards
    
    
    (2,433
    )
    
    
    Pro forma net loss
    
    $
    (36,433
    )
    
    $
    (31,949
    )Loss per share:Basic and diluted  as reported
    
    $
    .00
    
    
    $
    .00Basic and diluted  pro forma
    
    $
    .00
    
    
    $
    .00
 Nine Months EndedSeptember 30,2005
    
    
    2004Net loss, as reported
    
    $
    (76,482
    )
    
    $
    (112,760
    )Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards
    
    
    (7,299
    )
    
    
    Pro forma net loss
    
    $
    (83,781
    )
    
    $
    (112,760
    )Loss per share:Basic and diluted  as reported
    
    $
    .00
    
    
    $
    .00Basic and diluted  pro forma
    
    $
    .00
    
    
    $
    .00
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Note 3. Related Party Transactions
  Note 4. Commitments and Contingencies
    
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Information Concerning Forward-Looking Statements
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General
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Results of Operations
   Revenues.
 Cost of revenues
 General and administrative.
 Interest Income.
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Liquidity and Capital Resources
    Cash Flows
   Recent Accounting Pronouncements
   Critical Accounting Policies
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. 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 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
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Item 5. Other Information
  
 Item 6. Exhibits
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SIGNATURES
  ZAP.COM CORPORATION
(Registrant)November 3, 2005By:
    /s/ LEONARD DISALVO(Vice President and
Chief Financial Officer) 14