##### Table of Contents



UNITED STATESSECURITIES
 AND EXCHANGE COMMISSION



Washington, D.C. 20549


---

FORM 10-Q



|[X] | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------



For the quarterly period
 ended September 30, 2002




OR




|[  ] | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------------

Commission file number: 0-27729



|ZAP.COM CORPORATION                                    
|-------------------------------------------------------
|(Exact name
 of Registrant as specified in its charter)



|State
 of Nevada(State or other jurisdiction ofincorporation or organization)         |  | C-76-0571159(I.R.S. EmployerIdentification No.)
|------------------------------------------------------------------------------------- |  | -----------------------------------------------
|                                                                                      |  |                                                
|100 Meridian
 Centre, Suite 350Rochester, NY(Address of principal executive
 offices) |  | 14618(Zip Code)                                

(Registrants telephone number, including area code): (585) 242-2000



---

Indicate by check mark
 whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
 Registrant was required to file such reports), and (2) has been subject to such filing requirements
 for the past 90 days.
 Yes [X] No [  ].

Number of shares outstanding (less treasury shares) of the Registrants common stock, par value
 $0.001 per share, on November 12, 2002: 50,004,474



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TABLE OF CONTENTS



|                                                                    |                                                                                                |                                                   |  |  |  |  |  | 
|------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                                     
|                                                                    | Item 1. Financial Statements and Notes                                                        
|                                                                    |                                                                                                | CONDENSED BALANCE SHEETS                         
|                                                                    |                                                                                                | UNAUDITED CONDENSED STATEMENTS OF OPERATIONS     
|                                                                    |                                                                                                | UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS     
|                                                                    |                                                                                                | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|                                                                    | ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                    | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            
|                                                                    | ITEM 4. CONTROLS AND PROCEDURES                                                               
|PART II.  OTHER INFORMATION                                       
|                                                                    | Item 1. LEGAL PROCEEDINGS                                                                     
|                                                                    | Item 2. CHANGES IN SECURITIES                                                                 
|                                                                    | Item 3. DEFAULTS UPON SENIOR SECURITIES                                                       
|                                                                    | Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   
|                                                                    | Item 5. OTHER INFORMATION                                                                     
|                                                                    | Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURES                                                         
|CERTIFICATION UNDER SECTION 302(a) OF THESARBANES-OXLEY ACT OF 2002
|EX-11: STATEMENT RE COMPU. OF PER SHARE EARNINGS                   
|EX-99.1: CERTIFICATION OF CEO                                      
|EX-99.2: CERTIFICATION OF CFO                                      



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##### Table of Contents



ZAP.COM CORPORATIONTABLE OF CONTENTS



|PART I.                                                              | FINANCIAL INFORMATION                                                                                                |   
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | --
|Item 1.                                                              | Financial Statements                                                                                                 |   
|                                                                     | Condensed Balance Sheets as of September 30,
 2002 (unaudited) and December 31, 2001                                 | 3 
|                                                                     | Unaudited Condensed Statements of Operations for the Three Months
 and Nine Months Ended September 30, 2002 and 2001 | 4 
|                                                                     | Unaudited Condensed Statements of Cash Flows for the Nine Months
 Ended September 30, 2002 and 2001                  | 5 
|                                                                     | Notes to Unaudited Condensed Financial Statements                                                                    | 6 
|Item 2.                                                              | Managements Discussion and Analysis of Financial Condition and Results of
 Operations                               | 8 
|Item 3.                                                              | Quantitative and Qualitative Disclosures about Market Risk                                                           | 11
|Item 4.                                                              | Controls and Procedures                                                                                              | 11
|PART II.                                                             | OTHER INFORMATION                                                                                                    |   
|Item 1.                                                              | Legal Proceedings                                                                                                    | 13
|Item 2.                                                              | Changes in Securities and Use of Proceeds                                                                            | 13
|Item 3.                                                              | Defaults upon Senior Securities                                                                                      | 13
|Item 4.                                                              | Submission of Matters to a Vote of Security Holders                                                                  | 13
|Item 5.                                                              | Other Information                                                                                                    | 13
|Item 6.                                                              | Exhibits and Reports on Form 8-K                                                                                     | 13
|Signatures                                                           | 14                                                                                                                  
|Certification under Section 302(a) of the Sarbanes-Oxley Act of 2002 | 15                                                                                                                  
|Exhibits                                                             | 17                                                                                                                  

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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements and Notes

ZAP.COM CORPORATION




CONDENSED BALANCE SHEETS



|                                                                                                                                                         | September 30, |            | December 31,
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ---------- | ------------
|                                                                                                                                                         | 2002          |            | 2001        
|                                                                                                                                                         |               |            |             
|                                                                                                                                                         | (Unaudited)   |            |             
|ASSETS:                                                                                                                                                  |               |            |             
|Current assets:                                                                                                                                          |               |            |             
|Cash and cash equivalents                                                                                                                                | $             | 2,089,561  |             
|Interest receivable                                                                                                                                      |               | 4,041      |             
|Prepaid assets                                                                                                                                           |               | 2,609      |             
|                                                                                                                                                         |               |            |             
|Total current assets                                                                                                                                     |               | 2,096,211  |             
|Property and equipment, net of
 accumulated depreciation of $2,002 and $1,545                                                                            |               | 2,265      |             
|                                                                                                                                                         |               |            |             
|Total assets                                                                                                                                             | $             | 2,098,476  |             
|                                                                                                                                                         |               |            |             
|LIABILITIES AND
 STOCKHOLDERS EQUITY:                                                                                                                   |               |            |             
|Current liabilities:                                                                                                                                     |               |            |             
|Accounts payable                                                                                                                                         | $             | 831        |             
|Accrued liabilities                                                                                                                                      |               | 109,896    |             
|                                                                                                                                                         |               |            |             
|Total current liabilities                                                                                                                                |               | 110,727    |             
|                                                                                                                                                         |               |            |             
|Commitments &
 Contingencies                                                                                                                             |               |            |             
|Stockholders Equity:                                                                                                                                    |               |            |             
|Preferred stock, $0.01 par
 value, 150,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2002 and December 31, 2001         |               |           |             
|Common stock, $.001 par value,
 1,500,000,000 shares authorized; 50,004,474 shares issued and outstanding as of September 30, 2002 and December 31, 2001 |               | 50,004     |             
|Additional paid in capital                                                                                                                               |               | 10,061,250 |             
|Additional paid in
 capital  warrants                                                                                                                   |               | 743,234    |             
|Accumulated deficit                                                                                                                                      |               | (8,866,739 | )           
|                                                                                                                                                         |               |            |             
|Total stockholders equity                                                                                                                               |               | 1,987,749  |             
|                                                                                                                                                         |               |            |             
|Total liabilities and
 stockholders equity                                                                                                              | $             | 2,098,476  |             
|                                                                                                                                                         |               |            |             

The accompanying notes are an integral part of these condensed
 financial statements.

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##### Table of Contents



ZAP.COM CORPORATION




UNAUDITED CONDENSED STATEMENTS OF OPERATIONS



|                                                                                   | For theThree Months
 EndedSeptember 30,2002 |   | For theThree Months
 EndedSeptember 30,2001
|---------------------------------------------------------------------------------- | ------------------------------------------- | - | -------------------------------------------
|                                                                                   |                                             |   |                                            
|Revenues                                                                           |                                             | $ |                                           
|Cost of revenues                                                                   |                                             |   |                                           
|                                                                                   |                                             |   |                                            
|Gross income                                                                       |                                             |   |                                           
|Operating expense:                                                                 |                                             |   |                                            
|General and administrative                                                         |                                             |   | 31,840                                     
|                                                                                   |                                             |   |                                            
|Total operating expense                                                            |                                             |   | 31,840                                     
|                                                                                   |                                             |   |                                            
|Loss from operations                                                               |                                             |   | (31,840                                    
|Interest income                                                                    |                                             |   | 8,590                                      
|                                                                                   |                                             |   |                                            
|Loss before income taxes                                                           |                                             |   | (23,250                                    
|Income taxes                                                                       |                                             |   |                                           
|                                                                                   |                                             |   |                                            
|Net loss                                                                           |                                             | $ | (23,250                                    
|                                                                                   |                                             |   |                                            
|Per share data (basic and
 diluted):                                               |                                             |   |                                            
|Net loss per share                                                                 |                                             | $ | 0.00                                       
|                                                                                   |                                             |   |                                            
|Weighted average number of
 common shares and common share equivalents outstanding |                                             |   | 50,004,474                                 
|                                                                                   |                                             |   |                                            
|                                                                                   |                                             |   |                                            
|                                                                                   | For theNine Months
 EndedSeptember 30,2002  |   | For theNine Months
 EndedSeptember 30,2001 
|                                                                                   |                                             |   |                                            
|Revenues                                                                           |                                             | $ |                                           
|Cost of revenues                                                                   |                                             |   |                                           
|                                                                                   |                                             |   |                                            
|Gross income                                                                       |                                             |   |                                           
|Operating expense (income):                                                        |                                             |   |                                            
|Sales and marketing                                                                |                                             |   |                                           
|General and administrative                                                         |                                             |   | 139,894                                    
|Loss on disposal of assets                                                         |                                             |   |                                           
|Contract termination settlement                                                    |                                             |   |                                           
|                                                                                   |                                             |   |                                            
|Total operating expense                                                            |                                             |   | 139,894                                    
|                                                                                   |                                             |   |                                            
|Loss from operations                                                               |                                             |   | (139,894                                   
|Interest income                                                                    |                                             |   | 26,478                                     
|                                                                                   |                                             |   |                                            
|Loss before income taxes                                                           |                                             |   | (113,416                                   
|Income taxes                                                                       |                                             |   |                                           
|                                                                                   |                                             |   |                                            
|Net loss                                                                           |                                             | $ | (113,416                                   
|                                                                                   |                                             |   |                                            
|Per share data (basic and
 diluted):                                               |                                             |   |                                            
|Net loss per share                                                                 |                                             | $ | 0.00                                       
|                                                                                   |                                             |   |                                            
|Weighted average number of
 common shares and common share equivalents outstanding |                                             |   | 50,004,474                                 
|                                                                                   |                                             |   |                                            

The accompanying notes are an integral part of these condensed
 financial statements.

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ZAP.COM CORPORATION




UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS



|                                                                               | For theNine Months
 EndedSeptember 30,2002 |           | For theNine Months
 EndedSeptember 30,2001
|------------------------------------------------------------------------------ | ------------------------------------------ | --------- | ------------------------------------------
|                                                                               |                                            |           |                                           
|Cash flows used in operating
 activities:                                      |                                            |           |                                           
|Net loss                                                                       | $                                          | (113,416  | )                                         
|Adjustments to reconcile net
 loss to net cash used in operating activities:   |                                            |           |                                           
|Contributed capital from Zapata
 for unreimbursed management services and rent |                                            | 8,735     |                                           
|Depreciation and amortization                                                  |                                            | 457       |                                           
|Loss on disposal of assets                                                     |                                            |          |                                           
|Changes in assets and liabilities:                                             |                                            |           |                                           
|Decrease (increase) in interest
 receivable                                    |                                            | 2,153     |                                           
|Decrease in prepaid expenses                                                   |                                            | 23,388    |                                           
|Decrease in accounts payable                                                   |                                            | (5,284    | )                                         
|Increase (decrease) in accrued
 liabilities                                    |                                            | 6,395     |                                           
|                                                                               |                                            |           |                                           
|Total adjustments                                                              |                                            | 35,844    |                                           
|                                                                               |                                            |           |                                           
|Net cash used in operating
 activities                                         |                                            | (77,572   | )                                         
|                                                                               |                                            |           |                                           
|Cash flows provided by financing
 activities:                                  |                                            |           |                                           
|Amounts due to stockholder and
 affiliates                                     |                                            |          |                                           
|                                                                               |                                            |           |                                           
|Net cash flows provided by
 financing activities                               |                                            |          |                                           
|                                                                               |                                            |           |                                           
|Net change in cash and cash
 equivalents                                       |                                            | (77,572   | )                                         
|Cash and cash equivalents at
 beginning of period                              |                                            | 2,167,133 |                                           
|                                                                               |                                            |           |                                           
|Cash and cash equivalents at end
 of period                                    | $                                          | 2,089,561 |                                           
|                                                                               |                                            |           |                                           

The accompanying notes are an integral part of these condensed
 financial statements.

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ZAP.COM CORPORATION




NOTES TO UNAUDITED CONDENSED
 FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF OPERATIONS AND BASIS
 OF PRESENTATION

The unaudited
 condensed financial statements included herein have been prepared by Zap.Com Corporation
 (Zap.Com or the Company) without audit, pursuant to the
 rules and regulations of the Securities and Exchange Commission (SEC).
 The financial statements reflect all adjustments that are, in the opinion of management,
 necessary to fairly present such information. All such adjustments are of a normal
 recurring nature. Although Zap.Com believes that the disclosures are adequate to
 make the information presented not misleading, certain information and footnote
 disclosures, including a description of significant accounting policies normally
 included in financial statements prepared in accordance with accounting principles
 generally accepted in the United States, have been condensed or omitted pursuant
 to such rules and regulations. These unaudited condensed financial statements should
 be read in conjunction with the financial statements and the notes thereto included
 in Zap.Coms latest Annual Report on Form 10-K filed with the SEC. The results
 of the operations for the fiscal quarter from July 1, 2002 to September 30, 2002
 are not necessarily indicative of the results for any subsequent quarter or the
 entire fiscal year ending December 31, 2002.

Business Description

Zapata Corporation
 (Zapata) formed Zap.Com for the purpose of creating and operating a
 global network of independently owned web sites. In April 1999, Zap.Com announced
 its plan to establish the ZapNetwork by connecting web sites through a proprietary
 multi-functional, portal-like Internet banner known as the ZapBox. Zap.Com intended
 to distribute advertising and e-commerce opportunities over this network. From
 its inception on April 2, 1998 through November 12, 1999, Zap.Com operated as a
 wholly owned subsidiary of Zapata. In November 1999, Zapata and two of its directors
 invested $10 million of equity in Zap.Com. On November 12, 1999, Zapata distributed
 to its stockholders 477,742 shares of Zap.Com common stock, leaving Zapata as the
 holder of approximately 98 percent of Zap.Coms outstanding common stock.
 On November 30, 1999, Zap.Coms stock began to trade on NASDs OTC Electronic
 Bulletin Board under the symbol ZPCM, establishing Zap.Com as a separate
 public company

During 1999
 and 2000, Zap.Com engaged primarily in the research and investigation of the Internet
 industry, the development of the Companys business model, the establishment
 of strategic relationships to provide Internet connectivity and technology systems
 to support the ZapNetwork, the development of the ZapBox and the Zap.Com homepage,
 the filing of patent and trademark applications and the solicitation of web sites
 to join the ZapNetwork.

On December
 15, 2000, the Zap.Com Board of Directors concluded that Zap.Coms operations
 were not likely to become profitable in the foreseeable future and therefore, it
 was in the best interest of the Company and its stockholders to cease all Internet
 operations. Since that date, Zap.Com has terminated all salaried employees, all
 signed agreements with web site owners who joined the ZapNetwork, and all third
 party contractual relationships entered into in connection with its Internet business.
 The Company had no other significant activities during 2001 and the first three
 quarters of 2002 other than complying with its reporting requirements under the
 Securities Exchange Act of 1934 and completing the termination of its Internet operations
 in 2001.

During the
 remainder of 2002, Zap.Coms principal activities are expected to be exploring
 methods to enhance stockholder value. Zap.Com is likely to search for assets or
 businesses that it can acquire so that it can become an operating company. Zap.Com
 may also consider developing a new business suitable for its situation. Currently,
 Zap.Com does not have any existing business operations other than maintaining its
 status as a public entity.

Management
 believes that the Company has sufficient resources to satisfy its existing and contingent
 liabilities and its anticipated operating expenses for at least the next twelve
 months.

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Reclassifications

In order to
 conform to the 2002 presentation, certain amounts in the 2001 financial statements
 have been reclassified.

NOTE 2. CONTRACT TERMINATION SETTLEMENT

Based on the
 Board resolution to terminate Internet operations, certain contracts entered into
 by the Company during its development stage were deemed to have no future value
 to the company. Accordingly, the Company recognized expenses and associated accrued
 liabilities in the fourth quarter of 2000. In March of 2001, the Company favorably
 settled its disputes over two of its contracts. The Company reversed previous accruals
 of $403,000 as income resulting from the settlement amounts being less than the
 associated accrued liabilities.

NOTE 3. RELATED PARTY TRANSACTIONS

Since its
 inception, the Company has utilized the services of the management and staff of
 its majority stockholder, Zapata Corporation, under a shared services agreement
 that allocated these costs on a percentage of time basis. Zap. Com also subleases
 its office space in Rochester, New York from Zapata Corporation. Under the sublease
 agreement, annual rental payments are allocated on a cost basis. Zapata Corporation
 has waived its rights under the shared services agreement to be reimbursed for these
 expenses since May 1, 2000. As a result, no allocations were made in the three
 month and nine month periods ended September 30, 2002 and 2001. Accordingly, approximately
 $9,000 was recorded as contributed capital for the nine month period ended September
 30, 2002.

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ITEM 2  MANAGEMENTS DISCUSSION
 AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

CAUTIONARY
 STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
 LITIGATION REFORM ACT OF 1995. This document contains certain forward-looking statements
 within the meaning of Section 27A of the Securities Act of 1933, as
 amended (the Securities Act), and Section 21E of the Securities Exchange Act of
 1934, as amended (the Exchange Act). The Company intends such forward-looking
 statements to be covered by the safe harbor provisions for forward-looking statements
 contained in the Private Securities Litigation Reform Act of 1995, and includes
 this statement for purposes of such safe harbor provisions. Forward-looking statements,
 which are based upon certain assumptions and describe future plans, strategies and
 expectations of the Company, are generally identifiable by use of the words like
 may, will, should, expect, anticipate,
 estimate, plan, intend, believe,
 predicts, potential, continue and the negative of such terms or
 other similar or comparable terminology. Although we believe that the expectations reflected in
 the forward-looking statements are reasonable, we cannot assure you that our expectations
 will be correct. These statements involve known and unknown risks, uncertainties
 and other factors that may cause our actual results, levels of activity, performance
 or achievements to be materially different from any future results, levels of activity,
 performance, or achievements expressed or implied by these forward-looking statements.
 These risks are qualified in their entirety by cautionary language and risk factors
 set forth in the Companys filings with the Securities and Exchange Commission
 (SEC), including the Companys 2001 Annual Report on Form 10-K.

GENERAL

Zap.Com Corporation
 (Zap.Com or the Company) was founded by Zapata Corporation (NYSE: ZAP) in April
 1998 as a Nevada corporation. Zap.Coms principal corporate offices are located
 at 100 Meridian Centre, Suite 350, Rochester, New York 14618.

Zapata formed
 Zap.Com for the purpose of creating and operating a global network of independently
 owned web sites. In April 1999, Zap.Com announced its plan to establish the ZapNetwork
 by connecting web sites through a proprietary multi-functional, portal-like Internet
 banner known as the ZapBox. Zap.Com intended to distribute advertising and e-commerce
 opportunities over this network.

In November
 1999, Zapata and two of its directors invested $10 million of equity in Zap.Com.
 On November 12, 1999, Zapata distributed to its stockholders 477,742 shares of
 Zap.Com common stock, leaving Zapata as the holder of approximately 98% of Zap.Coms
 outstanding common stock. On November 30, 1999, Zap.Coms stock began
 to trade on NASDs OTC Bulletin Board under the symbol ZPCM, establishing
 Zap.Com as a separate public company.

During 1999
 and 2000, Zap.Com engaged primarily in the research and investigation of the Internet
 industry, the development of the Companys business model, the establishment
 of strategic relationships to provide Internet connectivity and technology systems
 to support the ZapNetwork, the development of the ZapBox and the Zap.Com homepage,
 the filing of patent and trademark applications and the solicitation of web sites
 to join the ZapNetwork. Zap.Com also registered shares with the SEC, and registered
 or qualified for offering the shares for offering and sale in 18 states so that
 it could offer these shares to web site owners as an incentive to join the ZapNetwork.
 Zap.Com also registered 30,000,000 shares under a shelf registration statement
 for the purpose of offering shares in business acquisitions.

During 2000,
 Zap.Com entered into agreements with 10 web sites to join its network. The Company,
 however, did not recognize any material revenue during 2000 or establish a source
 of revenue. On December 15, 2000, the Zap.Com Board of Directors concluded that
 Zap.Coms operations were not likely to become profitable in the foreseeable
 future and therefore, it was in the best interest of the Company and its stockholders
 to cease all Internet operations. Since that date, Zap.Com has terminated all salaried
 employees, all signed agreements with web site owners who joined the ZapNetwork,
 and all third party contractual relationships entered into in connection with its
 Internet business. The Company had no other significant activities during 2001 and
 the first three quarters of

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2002 other than complying with its reporting
 requirements under the Securities Exchange Act of 1934 and completing the termination
 of its Internet operations in 2001.

During the
 remainder of 2002, Zap.Coms principal activities are expected to be exploring
 methods to enhance stockholder value. Zap.Com is likely to search for assets or
 businesses that it can acquire so that it can become an operating company. Zap.Com
 may also consider developing a new business suitable for its situation. Currently,
 Zap.Com does not have any existing business operations, other than maintaining its
 status as a public entity.

In pursuing
 acquisitions, the Company will have broad discretion in identifying and selecting
 both the industries and the possible acquisition candidates within those industries
 that it will acquire. The Company has not identified a specific industry on which
 it initially intends to focus and has no present plans, proposals, arrangements
 or understandings with respect to the acquisition of any specific business. There
 can be no assurance that the Company will be able to identify or successfully complete
 any acquisitions.

The Company
 has no preference as a general matter as to whether to issue shares of common stock
 or cash in making acquisitions and it may use either shares of its common stock
 or cash, or a combination thereof. The form of the consideration that the Company
 uses for a particular acquisition will depend upon the form of consideration that
 the sellers of the business require and the most advantageous way for the Company
 to account for, or finance the acquisition. To the extent the Company uses common
 stock for all or a portion of the consideration to be paid for future acquisitions,
 existing stockholders may experience significant dilution.

In order to
 effect an acquisition, Zap.Com may need additional financing. There is no assurance
 that any such financing will be available, or available on terms favorable or acceptable
 to the Company. In particular, potential third party equity investors may be unwilling
 to invest in Zap.Com due to Zapatas voting control over Zap.Com and the significant
 potential for dilution of a potential investors ownership in the Companys
 common stock. Zapatas voting control may be unattractive because it makes
 it more difficult for a third party to acquire the Company even if a change of control
 could benefit the Companys stockholders by providing them with a premium over
 the then current market price for their shares. If the Company raises additional
 funds through the issuance of equity, equity-related or debt securities, these securities
 may have rights, preferences or privileges senior to those of the rights of Zap.Coms
 common stockholders, who would then experience dilution.

In general,
 any new business development is difficult, and the Companys particular realities
 impose significant constraints that make such an undertaking even more difficult.
 These constraints include the following: the need to acquire or develop the business
 without paying substantial cash or taking on significant debt; the handicap of not
 having actively traded stock to use to procure this business; the requirement that,
 after launch, the business will need a significant capital investment to fund its
 initial operations; and the requirement that the new business immediately produce
 a positive cash flow.

RESULTS OF OPERATIONS

For the three
 months ended September 30, 2002, Zap.Com recorded a net loss of $23,000 as compared
 to a net loss of $147,000 for the three months ended September 30, 2001. Since
 inception (which commenced on April 2, 1998), Zap.Com has incurred a cumulative
 net loss of $8.9 million, including $743,000 in non-cash charges associated with
 warrants issued to American Internetwork Sports and all of the costs associated
 with the development and implementation of the ZapNetwork, the ZapBox, and the public
 registration of Zap.Coms common stock.

For the three
 month and nine month periods ended September 30, 2002 as compared to the three month
 and nine month periods ended September 30, 2001, operations consisted of the following:

Revenues  Zap.Com
 did not generate any significant revenue for the three month and nine
 month periods ended September 30, 2002 and 2001, nor does it presently have any
 business from which it may generate revenue in the future.

Cost of revenues  Zap.Com
 records costs of revenues as those costs associated with generating
 revenues, such as hosting, bandwidth, communications, ad delivery, content license
 and capitalized software amortization. For

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the three month and nine month periods ended
 September 30, 2002 and 2001, the Company incurred no costs of revenue as a result
 of ceasing all Internet operations.

Sales and
 marketing  Sales and marketing expenses consist primarily of customer fulfillment
 and media relation costs. For the three month and nine month periods ended September
 30, 2002, the Company incurred no sales and marketing expenses in comparison to
 $18,000 in sales and marketing expenses incurred by the Company during the nine
 months ended September 30, 2001, reflecting the decrease in these expenses as a
 result of ceasing all Internet operations. The Company incurred no sales and marketing
 expenses during the three months ended September 30, 2001.

General and
 administrative  General and administrative expenses consist primarily of legal
 and accounting services, salaries and wages (including costs allocated by Zapata
 pursuant to a services agreement), printing and filing costs, depreciation and various
 other costs. General and administrative expenses for the quarter ended September
 30, 2002 decreased $134,000 or 81% as compared to the quarter ended September 30,
 2001. For the nine months ended September 30, 2002, general and administrative
 expenses decreased $492,000 or 78% as compared to the nine month period ended September
 30, 2001. These decreases are a direct result of ceasing all Internet operations
 and terminating all salaried employees. General and administrative expenses for
 2001 were comprised of insurance expense and payroll costs for an officer of the
 Company who was retained through the closing process. The Company incurred no salaries
 and wages expense during 2002.

Loss on disposal
 of assets  No assets were disposed of during the three month and nine month
 periods ended September 30, 2002 or during the three month period ended September
 30, 2001. During the nine month period ended September 30, 2001, the Company disposed
 of certain computer equipment no longer needed after ceasing Internet operations
 and recognized a loss on the disposal of $24,000.

Contract Termination
 Settlement  During the first quarter of 2001, the Company favorably settled
 its disputes over two of its contracts and reversed previous accruals of $403,000
 as income resulting from the settlement amounts being less than the associated accrued
 liabilities. The original expenses and accruals were recorded during the fourth
 quarter of 2000 after the Board resolution to terminate Internet operations, and
 certain contracts entered into by the Company during its development stage were
 deemed to have no future value to the Company.

Interest Income  Interest
 income is generated on cash reserves which are invested in short-term
 U.S. Government Agency securities. Interest earned for the quarters ended September
 30, 2002 and 2001 was $9,000 and $19,000, respectively. For the nine months ended
 September 30, 2002 and 2001, interest income was $26,000 and $81,000, respectively.
 The decreased interest income for 2002 was primarily a result of significantly
 lower interest rates on short-term U.S. Government Agency securities as compared
 to rates in 2001, as well as declining cash reserves available for investment.

LIQUIDITY AND CAPITAL RESOURCES

As of September
 30, 2002, Zap.Com has not generated any significant revenue since its inception.
 As a result, the Companys primary source of liquidity has been its initial
 capitalization and thereafter the interest income generated on cash reserves invested
 in short-term US Government Agency securities.

In November
 1999, Zapata contributed to Zap.Com $8,000,000 in cash and forgave $1,000,000 in
 inter-company debt. Also in November 1999, two Zapata directors, Malcolm Glazer
 (who beneficially owns 47 percent of Zapatas outstanding common stock) and
 Avram Glazer, contributed $1,100,000 in cash as payment for 550,000 shares of Zap.Com
 common stock.

Since its
 inception, the Company has utilized services of the management and staff and office
 space of its majority stockholder, Zapata Corporation, under a shared services agreement
 that allocated these costs. Effective May 1, 2000, Zapata has waived its rights
 under the services agreements to be reimbursed these costs. For 2002, the waived
 amount was deemed contributed capital, but should Zapata not renew its waiver, Zap.Com
 may incur future cash payments under the shared services agreement.

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Zap.Com currently
 has effective a shelf registration statement on Form S-1, covering 30,000,000 shares
 of common stock which Zap.Com may issue from time to time as payment for all or
 some portion of the purchase price for one or more acquisitions of companies, businesses
 or assets. In order to effect an acquisition, however, Zap.Com may need additional
 financing. There is no assurance that any such financing will be available or available
 on the terms favorable or acceptable to the Company.

Zap.Com believes
 that is has sufficient resources to satisfy its existing and contingent liabilities
 and its anticipated operating expenses for the next twelve months. Until such time
 as a business combination is consummated, Zap.Com expects these expenses to consist
 mainly of legal and audit fees and expenses incurred in connection with its filing
 obligations as a publicly traded company. The Company has no commitments for capital
 expenditures and foresees none, except for possible future acquisitions.

Cash Flows From Operating Activities

Cash used
 in operating activities was $78,000 for the nine months ended September 30, 2002
 as compared to $547,000 for the same period in 2001. The decrease in cash used
 in operating activities resulted from the net loss partially offset by the timing
 of payments related to certain payables and accrued liabilities.

Cash Flows From Financing Activities

For the nine
 months ended September 30, 2002, the Company had no cash provided by financing activities
 as compared to $2,000 for the same period in 2001. The decrease in cash flows from
 financing activities in the current year represents the elimination of payments
 made by Zapata on behalf of Zap.Com as compared to the previous period.

Critical Accounting Policies

The preparation
 of financial statements requires management to make estimates and assumptions that
 affect amounts reported therein. The estimates that require managements most
 difficult, subjective or complex judgments are described below. The critical judgments
 impacting the financial statements include valuation allowances for deferred income
 taxes and the impairment of assets. In each situation, management is required to
 make estimates about the effects of matters, or future events that are inherently
 uncertain. Specifically, in its assessment of impairment of assets, management
 made estimates of the fair values based upon forecasted revenues and operations.
 In addition, as the Company does not anticipate generating revenues or taxable
 income in the foreseeable future, management has reduced its deferred tax assets
 to an amount that it believes is more likely than not to be realized. The Company
 used what it believes are reasonable assumptions and where applicable, established
 valuation techniques in making its estimates.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
 ABOUT MARKET RISK

Market risks
 relating to Zap.Coms operations result primarily from changes in interest
 rates. Zap.Com invests its cash and cash equivalents in short-term US Government
 Agency securities with maturities generally not more than 90 days. Due to the short
 duration and conservative nature of these instruments, the Company does not believe
 that the value of these instruments have a material exposure to interest rate risk.




ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

An evaluation was performed under the supervision
 of the Companys Chief Executive Officer (CEO) and Chief Financial Officer
 (CFO) of the effectiveness of the design and operation of the Companys disclosure
 controls and procedures (as defined in Securities Exchange Act of 1934 (the Exchange
 Act) Rules 13a-14(c) and 15-d-14(c)) within 90 days before the filing date
 of this quarterly report. Based on that evaluation, the Companys management,
 including the CEO and CFO, concluded that as of November 13, 2002, the date of the
 conclusion of the evaluation, (the

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##### Table of Contents



Evaluation Date) the Companys
 disclosure controls and procedures were effective to ensure that information
 we are required to disclose in reports that we file of submit under the Exchange
 Act is recorded processed, summarized and reported within the time periods specified
 in Securities and Exchange Commission rules and forms.

Changes in internal controls

Further, there have been no significant
 changes in the Companys internal controls or in other factors that could significantly
 affect our disclosure controls subsequent to the Evaluation Date, including any
 corrective actions with regard to significant deficiencies and material weaknesses.

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##### Table of Contents






PART II.  OTHER INFORMATION



|Item 1. | LEGAL PROCEEDINGS                                   
|------- | ----------------------------------------------------
|        |                                                     
|        | None.                                               
|        |                                                     
|Item 2. | CHANGES IN
 SECURITIES                              
|        |                                                     
|        | None.                                               
|        |                                                     
|Item 3. | DEFAULTS UPON
 SENIOR SECURITIES                    
|        |                                                     
|        | None.                                               
|        |                                                     
|Item 4. | SUBMISSION
 OF MATTERS TO A VOTE OF SECURITY HOLDERS
|        |                                                     
|        | None.                                               
|        |                                                     
|Item 5. | OTHER INFORMATION                                   
|        |                                                     
|        | None.                                               
|        |                                                     
|Item 6. | EXHIBITS AND
 REPORTS ON FORM 8-K                   



|    | (a)                   | Exhibits:                                                                                                                      
|--- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------
|    |                       |                                                                                                                                
|    | 11                    | Statement
 Regarding Computation of Per Share Earnings                                                                         
|    |                       |                                                                                                                                
|    | 99.1                  | Certification
 of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
 the Sarbanes-Oxley Act of 2002
|    |                       |                                                                                                                                
|    | 99.2                  | Certification
 of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
 the Sarbanes-Oxley Act of 2002
|    |                       |                                                                                                                                
|(a) | Reports on
 Form 8-K:
|    |                       |                                                                                                                                
|    | None.                

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##### Table of Contents






SIGNATURES

Pursuant to
 the requirements of the Securities Exchange Act of 1934, the Registrant has duly
 caused this report to be signed on its behalf by the undersigned, thereunto duly
 authorized.



|                   |  | ZAP.COM
 CORPORATION
|------------------ |  | --------------------
|                   |  | (Registrant)        
|                   |  |                     
|November
 13, 2002 |  |                     
|                   |  |                     
|                   |  | By: /s/             
|                   |  |                     
|                   |  |                     
|                   |  |                     

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##### Table of Contents






CERTIFICATION UNDER SECTION
 302(a) OF THESARBANES-OXLEY ACT OF 2002

Certification of Principal Executive
 Officer

I, Avram A. Glazer, certify that:

1. I have reviewed this quarterly report
 on Form 10-Q of Zap.Com Corporation;

2. Based on my knowledge, this quarterly
 report does not contain any untrue statement of a material fact or omit to state
 a material fact necessary to make the statements made, in light of the circumstances
 under which such statements were made, not misleading with respect to the period
 covered by this quarterly report;

3. Based on my knowledge, the financial
 statements, and other financial information included in this quarterly report, fairly
 present in all material respects the financial condition, results of operations
 and cash flows of the registrant as of, and for, the periods presented in this quarterly
 report;

4. The registrants other certifying
 officers and I are responsible for establishing and maintaining disclosure controls
 and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
 and we have:

a)  designed such disclosure controls and
 procedures to ensure that material information relating to the registrant, including
 its consolidated subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the
 registrants disclosure controls and procedures as of a date within 90 days prior
 to the filing date of this quarterly report (the Evaluation Date); and

c)  presented in this quarterly report
 our conclusions about the effectiveness of the disclosure controls and procedures based
 on our evaluation as of the Evaluation Date;

5. The registrants other certifying
 officers and I have disclosed, based on our most recent evaluation, to the
 registrants auditors and the audit committee of registrants board of
 directors (or persons performing the equivalent function):

a)  all significant deficiencies in
 the design or operation of internal controls which could adversely affect the
 registrants ability to record, process, summarize and report financial
 data and have identified for the registrants auditors any material weaknesses
 in internal controls; and

b)  any fraud, whether or not material,
 that involves management or other employees who have a significant role in the
 registrants internal controls; and

6. The registrants other certifying
 officers and I have indicated in this quarterly report whether or not there were
 significant changes in internal controls or in other factors that could significantly
 affect internal controls subsequent to the date of our most recent evaluation, including
 any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002



| | /s/    AVRAM A,
 GLAZER | 
| | ----------------------- | 
| |                         | 
| | Avram A.
 Glazer        | 
| | President and
 CEO      | 

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##### Table of Contents



CERTIFICATION UNDER
 SECTION 302(A) OF THESARBANES-OXLEY ACT OF 2002

Certification of Principal Financial
 Officer

I, Leonard DiSalvo, certify that:

1. I have reviewed this quarterly report
 on Form 10-Q of Zap.Com Corporation;

2. Based on my knowledge, this quarterly
 report does not contain any untrue statement of a material fact or omit to state
 a material fact necessary to make the statements made, in light of the circumstances
 under which such statements were made, not misleading with respect to the period
 covered by this quarterly report;

3. Based on my knowledge, the financial
 statements, and other financial information included in this quarterly report, fairly
 present in all material respects the financial condition, results of operations
 and cash flows of the registrant as of, and for, the periods presented in this quarterly
 report;

4. The registrants other certifying
 officers and I are responsible for establishing and maintaining disclosure controls
 and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
 and we have:

a)  designed such disclosure controls and
 procedures to ensure that material information relating to the registrant, including
 its consolidated subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the
 registrants disclosure controls and procedures as of a date within 90 days prior to
 the filing date of this quarterly report (the Evaluation Date); and

c)  presented in this quarterly report our
 conclusions about the effectiveness of the disclosure controls and procedures based
 on our evaluation as of the Evaluation Date;

5. The registrants other certifying
 officers and I have disclosed, based on our most recent evaluation, to the
 registrants auditors and the audit committee of registrants board of directors
 (or persons performing the equivalent function):

a)  all significant deficiencies in the
 design or operation of internal controls which could adversely affect the registrants
 ability to record, process, summarize and report financial data and have identified
 for the registrants auditors any material weaknesses in internal controls;
 and

b)  any fraud, whether or not material,
 that involves management or other employees who have a significant role in the
 registrants internal controls; and

6. The registrants other certifying
 officers and I have indicated in this quarterly report whether or not there were
 significant changes in internal controls or in other factors that could significantly
 affect internal controls subsequent to the date of our most recent evaluation, including
 any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002



|                                 | /s/    LEONARD DISALVO | 
|-------------------------------- | ---------------------- | 
|                                 |                        | 
|                                 | Leonard DiSalvo        | 
|Vice President  Finance and CFO

16