<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 10-Q

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001


                                       OR

[ ]         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)

                  STATE OF NEVADA                          C-76-0571159
          (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)



          100 MERIDIAN CENTRE, SUITE 350
                   ROCHESTER, NY                               14618
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (716) 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 MAY 1, 2001: 50,004,474
<PAGE>   2
                               ZAP.COM CORPORATION

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                             <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
         Condensed Balance Sheets as of March 31, 2001 (Unaudited) and
          December 31, 2000 (Audited)................................................................            3

         Unaudited Condensed Statements of Operations for the Three Months Ended
          March 31, 2001 and 2000....................................................................            4

         Unaudited Condensed Statements of Cash Flows for the Three Months Ended
          March 31, 2001 and 2000....................................................................            5

         Notes to Unaudited Condensed Financial Statements...........................................            6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS.................................................................            9

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................................           12


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS...........................................................................           13
ITEM 2.  CHANGES IN SECURITIES.......................................................................           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

EXHIBITS   ..........................................................................................           14
</TABLE>




                                       2
<PAGE>   3
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS AND NOTES

                               ZAP.COM CORPORATION

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       MARCH 31,        DECEMBER 31,
                                                                                         2001               2000
                                                                                    -------------    ------------------
                                                                                      (Unaudited)         (Audited)
<S>                                                                                 <C>              <C>
ASSETS:
Current assets:
   Cash and cash equivalents...................................................     $   2,533,081    $        2,761,169
   Interest receivable.........................................................             1,860                 4,259
   Prepaid assets and other receivables........................................           331,350               473,397
                                                                                    -------------    ------------------
      Total current assets.....................................................         2,866,291             3,238,825
Property and equipment, net....................................................            28,925                31,642
                                                                                    -------------    ------------------
      Total assets.............................................................     $   2,895,216    $        3,270,467
                                                                                    =============    ==================

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable............................................................     $         502    $          165,717
   Accrued liabilities.........................................................           123,440               757,546
   Amounts due to (from) related parties.......................................           285,430                (1,912)
                                                                                    -------------    ------------------
      Total current liabilities................................................           409,372               921,351
                                                                                    -------------    ------------------

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $0.01 par value, 150,000,000 shares authorized, 0 shares
      issued and outstanding as of March 31, 2001 and December 31, 2000........                --                    --
   Common stock, $.001 par value, 1,500,000,000 shares authorized, 50,004,474
      shares issued and outstanding as of March 31, 2001 and December 31, 2000.            50,004                50,004
   Additional paid in capital..................................................        10,795,749            10,795,749
   Accumulated deficit.........................................................        (8,359,909)           (8,496,637)
                                                                                    -------------    ------------------
      Total stockholders' equity...............................................         2,485,844             2,349,116
                                                                                    -------------    ------------------
      Total liabilities and stockholders' equity...............................     $   2,895,216    $        3,270,467
                                                                                    =============    ==================
</TABLE>



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




                                       3
<PAGE>   4
                               ZAP.COM CORPORATION

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  FOR THE             FOR THE
                                                            THREE MONTHS ENDED  THREE MONTHS ENDED
                                                                 MARCH 31,           MARCH 31,
                                                                   2001                2000
                                                              --------------    -----------------
<S>                                                         <C>                 <C>
Revenues..................................................    $          171    $              --
Cost of revenues..........................................                --              193,203
                                                              --------------    -----------------
   Gross income (loss)....................................               171             (193,203)
Operating (income) expense:
   Product development....................................                --                7,610
   Sales and marketing....................................            18,222              142,542
   General and administrative.............................           280,568              704,578
   Consulting expense.....................................                --            2,134,779
   Contract termination settlement........................          (402,586)                  --
                                                              --------------    -----------------
      Total operating (income) expense....................          (103,796)           2,989,509
                                                              --------------    -----------------
      Income (loss) from operations.......................           103,967           (3,182,712)
Interest income...........................................            32,761               93,863
                                                              --------------    -----------------
Net income (loss).........................................    $      136,728    $      (3,088,849)
                                                              ==============    =================

Per share data (basic and diluted):

Net income (loss) per share...............................    $          .00    $            (.06)
                                                              ==============    =================
Weighted average number of common shares and
  common share equivalents outstanding....................        50,004,474           50,000,000
                                                              ==============    =================
</TABLE>



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




                                       4
<PAGE>   5
                               ZAP.COM CORPORATION

                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  FOR THE             FOR THE
                                                            THREE MONTHS ENDED  THREE MONTHS ENDED
                                                                 MARCH 31,           MARCH 31,
                                                                   2001                2000
                                                              --------------    -----------------
<S>                                                         <C>                 <C>
Cash flows used in operating activities:
   Net income (loss)......................................    $      136,728    $      (3,088,849)
   Adjustments to reconcile net income (loss) to
      net cash used in operating activities:
      Depreciation and amortization.......................             2,717               38,815
      Consulting expense..................................                --            2,134,779
      Changes in assets and liabilities:
        Interest receivable...............................             2,399               24,585
        Prepaid expenses..................................           142,047              141,209
        Accounts payable..................................          (165,215)            (115,476)
        Accrued liabilities...............................          (634,106)            (239,128)
                                                              --------------    -----------------
           Total adjustments..............................          (652,158)           1,984,877
                                                              --------------    -----------------
      Net cash used in operating activities...............          (515,430)          (1,104,065)
                                                              --------------    -----------------

Cash flows used in investing activities:
   Capital additions for software development costs.......                --             (241,790)
                                                              --------------    -----------------
      Net cash flows used in investing activities.........                --             (241,790)
                                                              --------------    -----------------

Cash flows provided by financing activities:
   Amounts due to stockholder and affiliates..............           287,342               24,278
                                                              --------------    -----------------
      Net cash flows provided by financing activities.....           287,342               24,278
                                                              --------------    -----------------

Net change in cash and cash equivalents...................          (228,088)          (1,321,577)
Cash and cash equivalents at beginning of period..........         2,761,169            7,579,363
                                                              --------------    -----------------
Cash and cash equivalents at end of period................    $    2,533,081    $       6,257,786
                                                              ==============    =================
</TABLE>



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




                                       5
<PAGE>   6
                               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 generally accepted accounting principles, 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 January 1, 2001 to March 31, 2001 are not necessarily indicative of
the results for any subsequent quarter or the entire fiscal year ending December
31, 2001.

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.

         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 Electronic Bulletin Board
under the symbol "ZPCM," establishing Zap.Com as a separate public company.

         During 1999 and 2000, the Company engaged primarily in the research and
investigation of the Internet industry, the development of Zap.Com'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 and all signed agreements
with web site owners who joined the ZapNetwork. In addition, Zap.Com has
terminated, and is in the process of terminating, all third party contractual
relationships entered into in connection with its Internet business.

         Zap.Com is currently winding down its Internet operations. Other than
these activities, the Company does not have any existing business operations.
During the remainder of 2001, 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.


                                       6
<PAGE>   7
         In pursuing acquisitions, the Company will have broad discretion in
identifying and selecting both the industries and the possible acquisition
candidates within those industries which it will acquire. As of the date of this
filing, 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 Zap.Com will be able to identify or successfully
complete any acquisitions.

Reclassifications

         In order to conform to the 2001 presentation, certain amounts in the
2000 financial statements have been reclassified.

NOTE 2. STOCKHOLDERS' EQUITY

         The Company was incorporated on April 2, 1998 as a wholly-owned
subsidiary of Zapata, through the issuance of 1,000 shares of no par value
common stock. As of March 31, 2001 and December 31, 2000, the Company had an
accumulated deficit of $8.4 million and $8.5 million, respectively. As of
December 2000, the Company ceased operations and will therefore continue to
incur losses in the future.

         In September 1999, Zapata advised the Company of the Zapata Board's
intention to declare a dividend, payable to its stockholders, of one share of
Zap.Com common stock for every 50 shares of Zapata common stock on a record date
to be determined. On October 26, 1999, a record date of November 5, 1999 was
declared. The primary purpose of the distribution was the creation of a public
market for the Company's common stock and future access to public markets.

         In November 1999, the Company amended and restated its Articles of
Incorporation to revise its capital structure. Subsequent to the amendment,
Zap.Com's authorized capital stock consisted of: (1) 1,500,000,000 shares of
common stock, par value $.001 per share and (2) 150,000,000 shares of preferred
stock, par value $.01 per share. Also, the Company Board of Directors approved a
49,450 for one stock split immediately prior to the distribution. All share and
per share information has been retroactively restated to reflect this split.

         On November 12, 1999, Zapata distributed 477,742 shares of Zap.Com
common stock to its stockholders. Also, on November 12, 1999, Zapata provided
the Company with $9,000,000, including $49,450 to meet the stated capital
requirements of Nevada law to effectuate the 49,450 for one stock split which
occurred immediately prior to the distribution. The contribution consisted of
$8,000,000 in cash and the forgiveness of $1,000,000 of inter-company debt. At
the same time, Malcolm Glazer and Avram Glazer contributed $1,100,000 in
exchange for 550,000 shares of Zap.Com common stock.

         On March 3, 2000 the SEC declared the effectiveness of Zap.Com's shelf
registration statement on Form S-1, covering 20,000,000 shares of common stock,
$.001 par value per share to be issued under a stock bonus plan to ZapNetwork
members. This registration statement also covered up to an additional 30,000,000
shares of Zap.Com's common stock, $.001 par value per share to be issued as
payment for all or some portion of the purchase price for one or more
acquisitions of companies, businesses or assets complementary to Zap.Com's
existing business. Pursuant to the December 2000 decision to cease all Internet
operations, the Company deregistered the remaining 19,995,526 shares under the
plan on January 5, 2001.

NOTE 3. 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 the
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 4. RELATED PARTY TRANSACTIONS

         Since its inception, the Company has utilized the services of the
management and staff of its majority shareholder, 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

                                       7
<PAGE>   8
sublease agreement, annual rental payments are allocated on a cost basis. On May
1, 2000, Zapata Corporation waived its rights under the services agreement to be
reimbursed for these expenses for a period of one year. No allocations were made
during the first quarter of 2001 and total allocations for the first quarter of
2000 were minimal.

         On October 20, 1999, the Company granted to American Internetwork
Sports Company, LLC stock warrants in consideration for sports related
consulting services. American Internetwork Sports is owned by the siblings of
Avram Glazer, the Company's president and Chief Executive Officer. The Company
accounted for this transaction in accordance with EITF 96-18, which requires the
recognition of expense based on the then current fair value of the warrants at
the end of each reporting period with adjustment of prior period expense to
actual expense at each vesting date. Pursuant to the December 2000 decision to
cease the operations of the Company, these warrants became fully vested.

         On March 30, 2001, the Company settled a dispute with a vendor related
to the early termination of a contract pursuant to the decision to cease
operations of the Company. Zapata Corporation paid the settlement amount to the
vendor on behalf of Zap.Com. The settlement amount is reflected in the amount
due to related parties as of March 31, 2001. Zap.Com reimbursed the full
settlement amount to Zapata Corporation on April 2, 2001.

NOTE 5. ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which, as amended, is effective
for fiscal years beginning after June 15, 2000. SFAS 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133 requires the recognition
of all derivatives as either assets or liabilities in the statement of financial
position and the measurement of those instruments at fair value. The adoption of
SFAS No. 133 did not have a material impact on the Company's financial position
or its results of operations.




                                       8
<PAGE>   9
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 2000 Annual Report on Form 10-K filed with the
SEC on April 2, 2001.

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 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. 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. Zap.Com, 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 the
Company's operations were not likely to become profitable in the foreseeable
future and it was in the best interest of the Company and its stockholders to
cease all Internet operations. Since that date, the Company has terminated all
salaried employees and all signed agreements with web site owners who joined the
ZapNetwork. In addition, the Company has terminated, and is in the process of
terminating, all third party contractual relationships entered into in
connection with its Internet business.


                                       9
<PAGE>   10
         Zap.Com is currently winding down its Internet operations. Other than
these activities, the Company does not have any existing business operations.

         During the remainder of 2001, the Company's principal activities are
expected to be exploring methods to enhance stockholder value. The Company is
likely to search for assets or businesses that it can acquire so that it can
become an operating company. The Company may also consider developing a new
business suitable for its situation.

         In pursuing acquisitions, the Company will have broad discretion in
identifying and selecting both the industries and the possible acquisition
candidates within those industries which 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 not 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 March 31, 2001, Zap.Com recorded net income
of $137,000 as compared to a net loss of $3.1 million for the three months ended
March 31, 2000. Since inception (which commenced on April 2, 1998), Zap.Com has
incurred a cumulative net loss of $8.4 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 months ended March 31, 2001 as compared to the three months ended
March 31, 2000, operations consisted of the following:

         Revenues - Zap.Com did not generate any significant revenue for the
quarters ended March 31, 2001 and 2000, 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 the
three months ended March 31, 2001, the Company incurred no costs of revenue as a
result of ceasing all Internet operations. For the three months ended March 31,
2000, the Company incurred $193,000 in cost of revenues resulting from the
amortization of costs associated with the deployment and maintenance of the
ZapBox.


                                       10
<PAGE>   11
         Product development - Product development expenses consist primarily of
website development and maintenance costs. For the three months ended March 31,
2001, the Company incurred no product development expenses as a result of
ceasing all Internet operations, as compared to $8,000 in website development
costs for the comparative quarter in 2000.

         Sales and marketing - Sales and marketing expenses consist primarily of
customer fulfillment and media relation costs. For the three months ended March
31, 2001, the Company incurred $18,000 in sales and marketing expenses, down
from $143,000 for the comparative quarter in 2000, reflecting a decrease in
media relations and customer fulfillment activity as a result of ceasing all
Internet operations.

         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 and various other costs. General and administrative expenses
for the quarter ended March 31, 2001 decreased $424,000 or 60% as compared to
the quarter ended March 31, 2000. This decrease is a result of decreased wages
expense pursuant to the decision to cease Internet operations and terminate all
salaried employees offset by salary expense for an officer of the Company who
was retained to assist in the closing down of the Company's operations. Also
contributing to the decreased general and administrative expenses as compared to
the prior year was Zapata's waiver of its rights under a shared services
agreement to be reimbursed for the cost of providing to Zap.Com management
services and personnel effective as of May 1, 2000 and continuing for the
ensuing twelve months.

         Consulting Expenses - On October 20, 1999, the Company granted to
American Internetwork Sports Company, LLC stock warrants in consideration for
sports related consulting services. Pursuant to the December 2000 decision to
cease Internet operations, these warrants became fully vested on December 15,
2000. As a result, the Company incurred no additional consulting expense for the
three months ended March 31, 2001. For the three months ended March 31, 2000,
the Company recognized $2.1 million in consulting expenses based on the then
current value of the Company's common stock.

         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 the 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.

         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 March 31, 2001 and 2000 was $33,000 and $94,000,
respectively. As the Company has ceased operations, cash reserves will continue
to decline, causing a reduction in interest income in future periods.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2001, Zap.Com has not generated any significant revenue
since its inception. As a result, the Company's primary source of liquidity has
been 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 44%
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.

         Zap.Com currently has effective a shelf registration statement on Form
S-1, covering 30,000,000 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 (including contract termination costs), 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

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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 $515,000 for the three months
ended March 31, 2001 as compared to $1.1 million for the same period in 2000.
Cash used in operating activities was greater in the first quarter of 2000
because of consulting expenses recorded under a warrant agreement with American
Internetwork Sports. The warrants vested in December of 2000; therefore no
additional expense was recorded in the first quarter of 2001. The decrease of
consulting expenses was partially offset by reversals of accruals for contract
termination expenses that were settled favorably, resulting in a decrease to the
accrual and the recognition of income.

Cash Flows From Investing Activities

         The Company incurred no costs associated with investing activities for
the three months ended March 31, 2001 as compared to $242,000 for the same
period in 2000. The decrease is a result of the Company incurring no further
capital additions in 2001 pursuant to the decision to cease all Internet
operations.

Cash Flows From Financing Activities

         Cash provided by financing activities was $287,000 for the three months
ended March 31, 2001, compared to $24,000 for the same period in 2000. This
increase is due to payments made by Zapata on behalf of Zap.Com for a settlement
of a dispute with a vendor related to the early termination of a contract.

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 U.S.
Government Agency securities with maturities generally not more than 90 days.
Therefore, Zap.Com does not believe that it has significant market risks.




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<PAGE>   13
                          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:

                           10.12    Termination and Release Agreement dated
                                    March 30, 2001 between EMC, Inc. and Zap.Com

                           11       Statement Regarding Computation of Per Share
                                    Earnings


                  (a)      Reports on Form 8-K:

                           None.




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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)

May 15, 2001

                                        By: /s/ LEONARD DISALVO
                                            ----------------------------
                                                (Vice President and
                                                Chief Financial Officer)




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