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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

[  ]	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 (State or other jurisdiction of incorporation or organization)		C-76-0571159 (I.R.S. Employer Identification No.)
100 Meridian Centre, Suite 350 Rochester, NY (Address of principal executive offices)		14618 (Zip Code)

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

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

Table of Contents

ZAP.COM CORPORATION
TABLE 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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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			$	2,167,133
Interest receivable		4,041				6,194
Prepaid assets		2,609				25,997
Total current assets		2,096,211				2,199,324
Property and equipment, net of accumulated depreciation of $2,002 and $1,545		2,265				2,722
Total assets	$	2,098,476			$	2,202,046
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	831			$	6,115
Accrued liabilities		109,896				103,501
Total current liabilities		110,727				109,616
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				50,004
Additional paid in capital		10,061,250				10,052,515
Additional paid in capital – warrants		743,234				743,234
Accumulated deficit		(8,866,739	)			(8,753,323	)
Total stockholders’ equity		1,987,749				2,092,430
Total liabilities and stockholders’ equity	$	2,098,476			$	2,202,046

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

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ZAP.COM CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30, 2002						For the Three Months Ended September 30, 2001
Revenues		$	—					$	—
Cost of revenues			—						—
Gross income			—						—
Operating expense:
General and administrative			31,840						166,176
Total operating expense			31,840						166,176
Loss from operations			(31,840	)					(166,176	)
Interest income			8,590						19,311
Loss before income taxes			(23,250	)					(146,865	)
Income taxes			—						—
Net loss		$	(23,250	)				$	(146,865	)
Per share data (basic and diluted):
Net loss per share		$	0.00					$	0.00
Weighted average number of common shares and common share equivalents outstanding			50,004,474						50,004,474
	For the Nine Months Ended September 30, 2002						For the Nine Months Ended September 30, 2001
Revenues		$	—					$	171
Cost of revenues			—						—
Gross income			—						171
Operating expense (income):
Sales and marketing			—						18,222
General and administrative			139,894						632,329
Loss on disposal of assets			—						24,352
Contract termination settlement			—						(402,586	)
Total operating expense			139,894						272,317
Loss from operations			(139,894	)					(272,146	)
Interest income			26,478						81,477
Loss before income taxes			(113,416	)					(190,669	)
Income taxes			—						—
Net loss		$	(113,416	)				$	(190,669	)
Per share data (basic and diluted):
Net loss per share		$	0.00					$	0.00
Weighted average number of common shares and common share equivalents outstanding			50,004,474						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 the Nine Months Ended September 30, 2002				For the Nine Months Ended September 30, 2001
Cash flows used in operating activities:
Net loss	$	(113,416	)		$	(190,669	)
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				4,415
Loss on disposal of assets		—				24,352
Changes in assets and liabilities:
Decrease (increase) in interest receivable		2,153				(5,965	)
Decrease in prepaid expenses		23,388				426,142
Decrease in accounts payable		(5,284	)			(164,922	)
Increase (decrease) in accrued liabilities		6,395				(640,256	)
Total adjustments		35,844				(356,234	)
Net cash used in operating activities		(77,572	)			(546,903	)
Cash flows provided by financing activities:
Amounts due to stockholder and affiliates		—				1,912
Net cash flows provided by financing activities		—				1,912
Net change in cash and cash equivalents		(77,572	)			(544,991	)
Cash and cash equivalents at beginning of period		2,167,133				2,761,169
Cash and cash equivalents at end of period	$	2,089,561			$	2,216,178

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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“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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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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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/	LEONARD DISALVO
			(Vice President and
			Chief Financial Officer)

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CERTIFICATION UNDER SECTION 302(a) OF THE
SARBANES-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 THE
SARBANES-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

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