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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 March 31, 2006
 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
    
    74-0571159(State or other jurisdiction of incorporation or organization)
    
    (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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 þ o




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ZAP.COM CORPORATION
TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets as of March 31, 2006 (Unaudited) and December 31, 2005
    
    
    3Unaudited Condensed Statements of Operations for the Three Months Ended
March 31, 2006 and 2005
    
    
    4Unaudited Condensed Statements of Cash Flows for the Three Months Ended
March 31, 2006 and 2005
    
    
    5Notes to Unaudited Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    12Item 4. Controls and Procedures
    
    
    12PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    13Item 1A. Risk Factors
    
    
    13Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    13Item 3. Defaults Upon Senior Securities
    
    
    13Item 4. Submission of Matters to a Vote of Security Holders
    
    
    13Item 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
 March 31,
    
    
    December 31,2006
    
    
    2005(Unaudited)ASSETS:Current assets:Cash and cash equivalents
    
    $
    1,756,887
    
    
    $
    1,758,501Other receivables
    
    
    16,712
    
    
    
    5,235Prepaid assets
    
    
    1,092
    
    
    
    1,638Total current assets
    
    
    1,774,691
    
    
    
    1,765,374Property and equipment, net of accumulated depreciation of $4,118 and $3,965
    
    
    149
    
    
    
    302Total assets
    
    $
    1,774,840
    
    
    $
    1,765,676LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilities:Accounts payable
    
    $
    5,139
    
    
    $
    21Accrued liabilities
    
    
    75,438
    
    
    
    67,250Total current liabilities
    
    $
    80,577
    
    
    $
    67,271Commitments & 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
    
    
    10,852,600
    
    
    
    10,846,000Accumulated deficit
    
    
    (9,208,341
    )
    
    
    (9,197,599
    )Total stockholders equity
    
    
    1,694,263
    
    
    
    1,698,405Total liabilities and stockholders equity
    
    $
    1,774,840
    
    
    $
    1,765,676
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ZAP.COM CORPORATION
 
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 For the
    
    
    For theThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005Revenues
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    Gross income
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    29,383
    
    
    
    29,562Total operating expenses
    
    
    29,383
    
    
    
    29,562Loss from operations
    
    
    (29,383
    )
    
    
    (29,562
    )Interest income
    
    
    18,641
    
    
    
    10,195Loss before income taxes
    
    
    (10,742
    )
    
    
    (19,367
    )Income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (10,742
    )
    
    $
    (19,367
    )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 theThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (10,742
    )
    
    $
    (19,367
    )Adjustments to reconcile net loss to
net cash used in operating activities:Depreciation and amortization
    
    
    153
    
    
    
    151Contributed capital from Zapata for unreimbursed
management services and rent
    
    
    3,226
    
    
    
    3,153Stock-based compensation
    
    
    3,374
    
    
    
    Changes in assets and liabilities:Other receivables
    
    
    (11,477
    )
    
    
    319Prepaid assets
    
    
    546
    
    
    
    2,415Accounts payable
    
    
    5,118
    
    
    
    (733
    )Accrued liabilities
    
    
    8,188
    
    
    
    (13,596
    )Total adjustments
    
    
    9,128
    
    
    
    (8,291
    )Net cash used in operating activities
    
    
    (1,614
    )
    
    
    (27,658
    )Net change in cash and cash equivalents
    
    
    (1,614
    )
    
    
    (27,658
    )Cash and cash equivalents at beginning of period
    
    
    1,758,501
    
    
    
    1,814,887Cash and cash equivalents at end of period
    
    $
    1,756,887
    
    
    $
    1,787,229
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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
 Share Based Payment
   Three MonthsEndedMarch 31, 2005Net loss, as reported
    
    $
    (19,367
    )Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards
    
    
    (2,433
    )Pro forma net loss
    
    $
    (21,800
    )Loss per share:Basic and diluted  as reported
    
    $
    .00Basic and diluted pro forma
    
    $
    .00
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WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at January 1, 2006
    
    
    511,300
    
    
    $
    0.08Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Outstanding at March 31, 2006
    
    
    511,300
    
    
    $
    0.08
    
    
    
    3.6
    
    
    $
    61,000Exercisable at March 31, 2006
    
    
    170,431
    
    
    $
    0.08
    
    
    
    3.6
    
    
    $
    20,000
   Weighted-AverageGrant-DateNonvested Shares
    
    Shares
    
    
    Fair ValueNonvested at January 1, 2006
    
    
    340,869
    
    
    $
    0.08Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Nonvested at March 31, 2006
    
    
    340,869
    
    
    $
    0.08
 Note 3. Related Party Transactions
  Note 4. Commitments and Contingencies
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Note 5. Stock Option Plans
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Information Concerning Forward-Looking Statements
  General
   9




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Results of Operations
   Revenues.
 Cost of revenues
 General and administrative.
 Interest Income.
 Liquidity and Capital Resources
    Cash Flows
  11




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Critical Accounting Policies
  Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
      12




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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
 (a)
    
    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)May 8, 2006By:
    /s/ LEONARD DISALVO(Vice President andChief Financial Officer) 14