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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, 2008
 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 350
Rochester, NY(Address of principal executive offices)
    
    14618(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
  Large accelerated filer oAccelerated filer oNon-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, 2008 and December 31, 2007
    
    
    3Unaudited Condensed Statements of Operations for the Three Months and Nine Months
Ended September 30, 2008 and 2007
    
    
    4Unaudited Condensed Statements of Cash Flows for the Nine Months Ended
September 30, 2008 and 2007
    
    
    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
    
    
    11Item 4T. Controls and Procedures
    
    
    11PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    12Item 1A. Risk Factors
    
    
    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
    
    
    12Item 6. Exhibits
    
    
    12Signatures
    
    
    13Exhibits
    
    
    14EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
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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 31,2008
    
    
    2007ASSETS:Current assets:Cash and cash equivalents
    
    $
    2,736
    
    
    $
    1,686,624Short-Term investments
    
    
    1,603,766
    
    
    
    Other receivables
    
    
    4,390
    
    
    
    2,836Total current assets
    
    $
    1,610,892
    
    
    $
    1,689,460LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilities:Accounts payable
    
    $
    1,383
    
    
    $
    23,238Accrued liabilities
    
    
    
    
    
    
    37,750Total current liabilities
    
    
    1,383
    
    
    
    60,988Commitments 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
    
    
    10,911,097
    
    
    
    10,900,804Accumulated deficit
    
    
    (9,351,592
    )
    
    
    (9,322,336
    )Total stockholders equity
    
    
    1,609,509
    
    
    
    1,628,472Total liabilities and stockholders equity
    
    $
    1,610,892
    
    
    $
    1,689,460
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ZAP.COM CORPORATION
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 For the
    
    
    For theThree Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    18,174
    
    
    
    47,623
    
    
    
    63,851
    
    
    
    124,957Operating loss
    
    
    (18,174
    )
    
    
    (47,623
    )
    
    
    (63,851
    )
    
    
    (124,957
    )Other income:Interest income
    
    
    4,589
    
    
    
    21,564
    
    
    
    28,398
    
    
    
    65,431Other, net
    
    
    
    
    
    
    
    
    
    
    6,197
    
    
    
    Total other income
    
    
    4,589
    
    
    
    21,564
    
    
    
    34,595
    
    
    
    65,431Loss before income taxes
    
    
    (13,585
    )
    
    
    (26,059
    )
    
    
    (29,256
    )
    
    
    (59,526
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (13,585
    )
    
    $
    (26,059
    )
    
    $
    (29,256
    )
    
    $
    (59,526
    )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
    
    
    For theNine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (29,256
    )
    
    $
    (59,526
    )Adjustments to reconcile net loss to
net cash used in operating activities:Contributed capital from Zapata for unreimbursed
management services and rent
    
    
    10,293
    
    
    
    9,925Stock-based compensation
    
    
    
    
    
    
    10,020Changes in assets and liabilities:Other receivables
    
    
    (1,554
    )
    
    
    (1,074
    )Prepaid assets
    
    
    
    
    
    
    848Accounts payable
    
    
    (21,855
    )
    
    
    (1,464
    )Accrued liabilities
    
    
    (37,750
    )
    
    
    25Net cash used in operating activities
    
    
    (80,122
    )
    
    
    (41,246
    )Cash flows from investing activities:Purchases of short-term investments
    
    
    (3,245,284
    )
    
    
    (3,330,568
    )Proceeds from short-term investments
    
    
    1,641,518
    
    
    
    1,694,061Net cash used in investing activities
    
    
    (1,603,766
    )
    
    
    (1,636,507
    )Net change in cash and cash equivalents
    
    
    (1,683,888
    )
    
    
    (1,677,753
    )Cash and cash equivalents at beginning of period
    
    
    1,686,624
    
    
    
    1,724,351Cash and cash equivalents at end of period
    
    $
    2,736
    
    
    $
    46,598
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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. Short-Term Investments
  September 30, 2008Amortized
    
    
    Fair Market
    
    
    UnrealizedCost
    
    
    Value
    
    
    GainU.S. Treasury Bill
    
    $
    1,608,156
    
    
    $
    1,608,212
    
    
    $
    56
 Note 3. Accrued Liabilities
  September 30,
    
    
    December 31,2008
    
    
    2007Accrued professional fees
    
    $
    
    
    
    $
    250Accrued printing costs
    
    
    
    
    
    
    37,500Total accrued liabilities
    
    $
    
    
    
    $
    37,750
 Note 4. Related Party Transactions
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Note 5. Commitments and Contingencies
 Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others
  Note 6. Stock Option Plan
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at January 1, 2008
    
    
    511,300
    
    
    $
    0.08Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Outstanding at September 30, 2008
    
    
    511,300
    
    
    $
    0.08
    
    
    1.1 years
    
    $
    Exercisable at September 30, 2008
    
    
    511,300
    
    
    $
    0.08
    
    
    1.1 years
    
    $
    
 Note 7. Recently Issued Accounting Pronouncements
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Information Concerning Forward-Looking Statements
  General
    8




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Results of Operations
  Revenues.
 Cost of revenues.
 General and administrative expenses.
 Interest Income.
 Liquidity and Capital Resources
   9




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Cash Flows
    Recent Accounting Pronouncements
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Critical Accounting Policies
  Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  3 Month
    
    9 Month
    
    12 MonthHolding Period
    
    Holding Period
    
    Holding Period1%
    
    $
    4,000
    
    
    $
    12,000
    
    
    $
    16,000
 
 Item 4T. Controls and Procedures
 Evaluation of disclosure controls and procedures
   Changes in Internal Controls Over Financial Reporting
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Part II  OTHER INFORMATION
 
 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. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  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
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SIGNATURES
  ZAP.COM CORPORATION
(Registrant)November 4, 2008By:
    /s/      LEONARD DISALVOVice President andChief Financial Officer
(on behalf of the Registrant and as
Principal Financial Officer) 13