UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2015~~2016



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-27729

~~Zap.Com~~NZCH Corporation

(Exact name of registrant as specified in its charter)



Nevada		76-0571159
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
450 Park Avenue, 29th Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:

(212) 906-8555

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

TITLE OF EACH CLASS: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ or No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ or No x

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 or No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x or No ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x or ¨

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, ~~2015~~2016 (the last business day of the registrant’s most recently completed second fiscal quarter) was $1113,~~032,216~~544. For the sole purpose of making this calculation, the term “non-affiliate” has been interpreted to exclude directors, corporate officers and holders of 10% or more of the Company’s common stock.

There were 50,004,474 shares of the registrant’s common stock outstanding as of March 713, ~~2016~~2017, $0.001 par value.

Documents Incorporated By Reference:

None.

TABLE OF CONTENTS

	Page
PART I
Item 1. Business	4
Item 1A. Risk Factors	5
Item 1B. Unresolved Staff Comments	8
Item 2. Properties	8
Item 3. Legal Proceedings	8
Item 4. Mine Safety Disclosures	89
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	910
Item 6. Selected Financial Data	1112
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	13
Item 8. Financial Statements and Supplementary Data	13
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A. Controls and Procedures	13
Item 9B. Other Information	14
PART III
Item 10. Directors, Executive Officers and Corporate Governance	15
Item 11. Executive Compensation	17
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13. Certain Relationships and Related Transactions, and Director Independence	21
Item 14. Principal Accounting Fees and Services	21
PART IV
Item 15. Exhibits, Financial Statements and Schedules	23
Index to Financial Statements	F-1

PART I

FORWARD-LOOKING STATEMENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

NZCH Corporation (formerly Zap.Com Corporation, (referred to as the “Company,” “~~Zap.Com~~NZCH,” “we,” “us,” or “our”) has made forward-looking statements in this Annual Report on Form 10-K (this “Form 10-K”) that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management. Generally, forward-looking statements include information concerning possible or assumed future actions, events or results of operations of the Company. Forward-looking statements include, without limitation, the information regarding our assets and operations and management’s plans for the Company.

Forward-looking statements may be preceded by, followed by or include the words “may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “could,” “might,” or “continue” or the negative or other variations thereof or comparable terminology. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. You should understand that the following important factors, in addition to those discussed in “Part I-Item 1A. Risk Factors” of this report, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.

Important factors that could affect our future results include, without limitation, the following:

• The impact of ~~our~~having ~~limited assets and~~ no source of revenue;

• The ~~possibility~~impact ~~that we might dispose~~ of our ~~assets~~inability ~~and/~~to effectively or ~~liquidate~~successfully implement our ~~operations~~business strategy;

• The ~~controlling~~impact ~~effect~~ of HRG Group, Inc. (~~formerly known as “Harbinger Group Inc.”) (~~our “Principal Stockholder” or “HRG”) ~~whose~~deciding ~~interests~~not ~~may~~to ~~conflict~~maintain ~~with~~its ~~interests~~investment ofin ~~our~~the ~~other stockholders~~Company;


•	The controlling effect of our Principal Stockholder whose interests may conflict with interests of our other stockholders;


•	The impact of a determination that we are an investment company;

• The impact of not, or not being able to, identify or successfully complete any business combination, acquisition or similar transaction;

• The impact of our not selecting a specific industry or industries in which to acquire or develop a business;

• The impact of insubstantial disclosure relating to prospective new businesses;


•	The impact of the structure of an acquisition or business combination on our stockholders;


•	The impact of management devoting insignificant time to our activities;

• The impact of ~~significant~~delays ~~competition~~or ~~for~~difficulty ~~acquisition~~in ~~candidates~~satisfying the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 or negative reports concerning our internal controls;

• The impact of our categorization as a “shell company” as that term is used in the ~~rules and regulations of the~~ Securities and Exchange Commission’s (the “SEC”) rules;


•	The effect of a limited public market for our common stock on the trading activity and market value of our stock;

• The potential liabilities ~~from~~or loss of benefits associated with being a member of our Principal Stockholder’s consolidated tax group;


•	The effect of our intention not to pay any cash dividends on our common stock;

• The effect of the anti-takeover provisions in our corporate documents on the market price of our common stock; and

• The volatility of our common stock, including the effect of a substantial amount of our common stock being eligible for sale into the market on our stock price~~; and~~.

•Some ~~The~~of ~~impact~~the above-mentioned factors are described in further detail in the section entitled “Risk Factors” set forth below. You should assume the information appearing in this Form 10-K is accurate only as of ~~delays~~December 31, 2016 or ~~difficulty~~as inotherwise ~~satisfying~~specified herein, as our business, financial condition, results of operations and prospects may have changed since that date. Except as required by applicable law, including the ~~requirements~~securities laws of ~~Section~~the ~~404~~U.S. and the rules and regulations of the ~~Sarbanes~~SEC, we undertake no obligation to publicly update or revise any forward-~~Oxley~~looking ~~Act~~statement, whether as a result of ~~2002~~new information, future events or ~~negative~~otherwise ~~reports~~to ~~concerning~~reflect ~~our~~actual ~~internal~~results ~~controls~~or changes in factors or assumptions affecting such forward-looking statements.

~~Some~~Unless ofotherwise ~~the~~noted ~~above-mentioned~~on ~~factors~~Part ~~are~~I, ~~described~~II inand ~~further~~III ~~detail~~of inthis ~~the~~Form ~~section~~10-K, ~~entitled~~ “~~Risk~~Fiscal ~~Factors~~2016” ~~set~~refers ~~forth~~to ~~below. You should assume~~ the ~~information~~fiscal ~~appearing~~year inended ~~this Form 10-K is accurate only as of~~ December 31, ~~2015 or as otherwise specified herein~~2016, as“Fiscal ~~our~~2015” ~~business,~~refers ~~financial~~to ~~condition,~~the ~~results~~fiscal ofyear ~~operations~~ended ~~and prospects may have changed since that date. Except as required by applicable law~~December 31, ~~including~~2015 ~~the securities laws of the U.S.~~ and ~~the~~“Fiscal ~~rules~~2014” ~~and~~refers ~~regulations~~to of the ~~SEC,~~fiscal weyear ~~undertake~~ended ~~no obligation to publicly update or revise any forward-looking statement~~December 31, ~~whether as a result of new information, future events or otherwise to reflect actual results or changes in factors or assumptions affecting such forward-looking statements~~2014.

Unless otherwise noted on Part I of this Form 10-K, “Fiscal 2015” refers to the fiscal year ended December 31, 2015, “Fiscal 2014” refers to the fiscal year ended December 31, 2014 and “Fiscal 2013” refers to the fiscal year ended December 31, 2013.

Item 1. Business

General

The Company was incorporated in Nevada in 1999 for the purpose of creating and operating a global network of independently owned websites. ~~Presently~~During Fiscal 2016, the Company ~~owns~~sold ~~the~~its ~~following~~ domain names~~: betacenter.com~~, ~~betaworld.com,~~including ~~buybid.com,~~the ~~eatfood~~zap.com, ~~instantwinner.com,~~domain ~~netcentralbank~~name.~~com, paranoid.com, thefed.net and zap.com.~~

HRG, our Principal Stockholder, owns approximately 9799.95% of our outstanding common stock. Currently, we have no business operations, other than complying with our reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). WeWhile its possible that we may search for assets or businesses to acquire so that we may in the future become an operating company, orwe expect, although there can be no assurance, that we ~~may~~will ~~sell~~wind ~~assets~~down ~~and/or~~our business, liquidate our operations and/or dissolve the Company.

We have broad discretion in selecting a business strategy for the Company, asand ~~part~~there ofcan ~~which~~be weno ~~may~~assurance ~~decide~~that ~~to engage in one or more business combinations or~~ we ~~may~~will ~~sell~~be ~~our~~successful ~~assets~~in ~~and/or~~implementing ~~liquidate~~such ~~our~~a ~~operations~~strategy. If we elect to pursue a business combination, we have broad discretion in identifying and selecting both the industries and the possible acquisition or business combination opportunities. We have not identified a specific industry to focus on and have no present plans, proposals, arrangements or understandings with respect to a business combination or acquisition ~~of any specific business~~. ~~There~~See ~~can~~“Risk beFactors” noelsewhere ~~assurance~~in ~~that we will, or we will be able to, identify or successfully complete any such transactions. As of the date of~~ this report, ~~we are not a party to any agreements providing~~ for afurther ~~business combination or other acquisition of assets~~discussion. If we enter into any such transaction, we may pay the acquisition consideration in the form of cash, debt or equity securities or a combination thereof. In addition, as a part of any such transaction (if any) we may consider raising additional capital through the issuance of equity or debt securities, including the issuance of preferred stock.

Available Information

We file annual, quarterly and current reports and other information with the SEC. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed under the Exchange Act, as well as Section 16 filings by our officers and directors, are available free of charge at www.sec.gov. We will provide a copy of these documents to stockholders upon request. We do not maintain a website.

In addition, the public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We have adopted a Code of Ethics and Business Conduct that applies to all of our directors and key employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. We will provide without charge, upon request, a copy of the Code of Ethics and Business Conduct. Anyone wishing to obtain a copy should write to ~~Zap.Com~~NZCH Corporation, Investor Relations, 450 Park Avenue, 29th Floor, New York, New York 10022.

Financial Information about Industry Segments

We follow the accounting guidance which establishes standards for the way companies report information about operating segments in annual financial statements and for related disclosures about products and services, geographic areas and major customers. We have determined that we do not have any separately reportable operating segments.

Employees

At December 31, ~~2015~~2016, we employed three executive personnel. These employees are also employees of our Principal Stockholder and do not receive a salary or bonus from the Company. In the normal course of business, we ~~use~~may, from time to time, contract personnel to supplement our employee base to meet our business needs. We believe that our employee relations are generally satisfactory.

Item 1A. Risk Factors

Any of the following factors could materially and adversely affect our business, financial condition, cash flows and results of operations and the risks described below are not the only risks that we may face. Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also materially and adversely affect our business, financial condition or results of operations.

We have ~~limited assets and~~ no source of revenue,; ~~and~~our weability ~~may~~to ~~not~~manage ~~produce~~our ~~any~~business ~~new~~is highly dependent on our business, orstrategy and there can be no assurance that we ~~may~~will ~~dispose~~be ofable ~~our~~to ~~assets~~effectively ~~and~~or ~~dissolve~~successfully ~~the~~implement ~~company~~our business strategy.

We have ~~limited assets and have~~ had no significant ~~revenue~~revenues since our inception, ~~nor~~and ~~will~~ we ~~receive~~do ~~any~~not ~~operating~~expect ~~revenues~~to ~~unless~~have werevenues ~~complete~~in anthe ~~acquisition~~near orfuture. ~~business combination~~Accordingly, orour weability ~~successfully~~to ~~develop~~manage aour ~~new~~ business. Weis ~~can~~highly ~~provide~~dependent noon ~~assurance~~the ~~that~~implementation weof ~~will~~our ~~acquire a~~ business orstrategy. ~~that~~We ~~any~~have ~~acquired~~broad ~~business~~discretion ~~will~~in ~~produce~~selecting ~~any~~a ~~material~~business ~~revenues~~strategy for the Company orand ~~that~~there ~~any~~can ~~such~~be ~~business~~no ~~will~~assurance ~~operate~~that ~~on a profitable basis. Furthermore,~~ we ~~may~~will ~~choose~~be toable ~~dispose of our current assets and dissolve the company. While we intend~~ to ~~manage~~effectively ~~our~~or ~~costs~~successfully ~~and~~implement ~~expenses,~~such ~~we expect to expend our limited assets and resources until we execute on a~~ business strategy ~~for the Company~~.

While it is possible that we may search for assets or businesses to acquire so that we may in the future become an operating company, we expect, although there can be no assurance, that we will wind down our business, liquidate our operations and/or dissolve the Company.

If we elect to wind down our business, liquidate our operations and/or dissolve the Company, we expect to incur costs and expenses and may experience delays and difficulties with respect to this process.

If we elect to search for assets or businesses to acquire, we expect to incur costs and expenses and may experience delays and difficulties with respect to this process. To date, we have not identified any particular industry or business on which to concentrate our efforts. Accordingly, our current stockholders and prospective investors have no basis to evaluate the comparative risks and merits of investing in the industry of any business we may acquire, and we can provide no assurance we will acquire any businesses or that any investment will ultimately prove to be favorable to us. In any event, stockholders and potential investors will likely not have access to any information about any new business until a transaction is completed (if any) and we have filed a report with the SEC disclosing the nature of the transaction and/or business.

Our Principal Stockholder is under no obligation to maintain its investment in the Company and may dispose of its holdings at any time. A result, a substantial amount of our common stock is eligible for sale into the market and this could depress our stock price.

Our Principal Stockholder is under no obligation to maintain its investment in the Company and may dispose of its holdings at any time. Such disposition may be conducted through one or more public or private transactions without prior notice or disclosure.

Sales of a substantial number of shares of our common stock in the future could cause the market price of our common stock to decline. As of the date of this report, we have outstanding 50,004,474 shares of common stock, of which our Principal Stockholder owns 49,730,905 shares, with the remainder owned by other stockholders. Additionally, we have 3,000,000 shares of common stock reserved for issuance under our 1999 Plan. As of March 13, 2017, we had no stock options outstanding and 3,000,000 shares available for issuance under the plan.

We have registered 1,000,000 shares of our common stock for resale by our Principal Stockholder from time to time under a separate registration statement. We have also granted our Principal Stockholder registration rights with respect to all of its shares. These registration rights effectively allow our Principal Stockholder to register and publicly sell all of its shares at any time and to participate as a selling stockholder in future public offerings by the Company.

Our Principal Stockholder controls us and holds a significant portion of our voting power and the interests of our Principal Stockholder may differ from yours.

As of March 713, ~~2016~~2017, our Principal Stockholder owns approximately 9799.95% of our outstanding common stock. As a result, the directors and officers of our Principal Stockholder are able to control the outcome of substantially all matters submitted to our stockholders for approval, including the election of directors and any proposed merger, liquidation, transfer or encumbrance of a substantial portion of our assets, or amendment to our charter to change our authorized capitalization.

The Principal Stockholder could cause corporate actions to be taken even if its interests conflict with or are not aligned with interests of our other stockholders. Moreover, matters not directly related to us can nevertheless affect our Principal Stockholder’s decisions regarding their investment in us. We are one investment in our Principal Stockholder’s group of control investments. Numerous considerations regarding our Principal Stockholder could influence our Principal Stockholder’s decisions whether to maintain, decrease or increase their investment in us, or whether to cause the dissolution of us as a company.

We are dependent on certain key personnel and our affiliation with our Principal Stockholder; our Principal Stockholder and its affiliates will exercise significant influence over us and our business activities; and business activities, legal matters and other matters that affect our Principal Stockholder and certain key personnel could adversely affect our ability to execute our business strategy.5

We are dependent ~~upon~~on ~~the~~certain ~~skills,~~key ~~experience~~personnel and ~~efforts~~our ofaffiliation ~~Omar~~with ~~M. Asali, who serves as the Chairman of~~ our ~~Board~~Principal ofStockholder; ~~Directors, Chief Executive Officer and President, as well as other personnel, each of whom is also an employee of~~ our Principal Stockholder. Asand aits ~~result~~affiliates ofwill ~~their~~exercise ~~positions with our Company, such persons have~~ significant influence over us and our business ~~strategy~~activities; and ~~make~~business ~~most~~activities ~~of the significant policy~~ and ~~managerial~~other ~~decisions~~matters ofthat ~~our~~affect ~~Company. The loss of such persons could have a material adverse effect on~~ our ~~business~~Principal orStockholder ~~operating results. While Mr. Asali~~ and ~~our~~certain ~~other~~key personnel ~~may~~could ~~devote~~adversely aaffect ~~portion of their time to~~ our ~~business,~~ability ~~they are not required~~ to ~~commit~~execute ~~their full time to~~ our ~~affairs~~business ~~and will allocate their time between our operations and their other commitments in their discretion~~strategy.

IfWe Mrare dependent upon the skills, experience and efforts of Omar M. Asali’s, orwho serves as the Chairman of our Board of Directors, Chief Executive Officer and President, as well as other personnel’s, ~~interests~~each of whom is also an employee of our Principal Stockholder. As a result of their positions with our Company, orsuch persons have significant influence over our business strategy and make most of the significant policy and managerial decisions of our Company. Mr. Asali has informed HRG that he plans to leave HRG and the Company during HRG’s ~~other~~fiscal ~~business~~year ~~interests~~ending September 30, ~~require~~2017. ~~them~~While towe ~~devote~~expect ~~more~~to ~~substantial~~find ~~amounts~~a ofsuitable ~~time~~replacement tofor ~~those~~Mr. ~~matters~~Asali, itthere ~~could~~can ~~limit~~be ~~their~~no ~~ability~~assurance tothat ~~devote~~we ~~time~~will tofind ~~our~~such ~~affairs~~a replacement or that the Company and/or ~~could~~HRG ~~have~~will anot ~~negative~~experience ~~effect~~the onloss ~~our~~of ~~ability~~the toservices ~~execute~~of ~~our~~other ~~business~~senior ~~strategy~~executives.

While Mr. Asali and our other personnel may devote a portion of their time to our business, they are not required to commit their full time to our affairs and will allocate their time between our operations and their other commitments in their discretion. If Mr. Asali’s or our other personnel’s interests, or HRG’s other business interests, require them to devote more substantial amounts of time to those matters, it could limit their ability to devote time to our affairs and could have a negative effect on our ability to execute our business strategy.

Our officers are also officers of our Principal Stockholder and our officers and our Principal Stockholder may have conflicts of interest.

Although we have not identified any potential acquisition targets or new business opportunities, the possibility exists that we could acquire or merge with a business or company in which our executive officers, directors or their affiliates, including the Principal Stockholder, may have an ownership interest. A transaction of this nature may present a conflict of interest for those parties with a managerial position and/or an ownership interest in both the Company and the acquired entity. Moreover, our Principal Stockholder is also currently seeking potential acquisition candidates and new business opportunities. Our executive officers could identify a potential acquisition target or business opportunity that is suitable for us as well as for our Principal Stockholder, thereby creating a conflict of interest for our officers in determining which entity the potential acquisition candidate or business opportunity should be presented.

We may suffer adverse consequences if we are deemed an investment company under the Investment Company Act and we may be required to incur significant costs, and our activities and investments will be restricted, to avoid investment company status.

We believe we are not an investment company as defined by the Investment Company Act of 1940 (the “Investment Company Act”). The Investment Company Act contains substantive legal requirements that regulate the manner in which investment companies are permitted to conduct their business activities. If the SEC or a court were to disagree with us, we could be required to register as an investment company. This would negatively affect our ability to consummate an acquisition of an operating company; subject us to disclosure and accounting guidance geared toward investment, rather than operating, companies; limit our ability to borrow money, issue options, issue multiple classes of stock and debt, and engage in transactions with affiliates; and require us to undertake significant costs and expenses to meet the disclosure and regulatory requirements to which we would be subject as a registered investment company. To avoid investment company status, we may be required to incur significant costs and our activities and investments will be restricted.

We have not selected a specific industry in which to acquire or develop a business.

To date, we have not identified any particular industry or business in which to concentrate our acquisition efforts. Accordingly, our current stockholders and prospective investors have no basis to evaluate the comparative risks and merits of investing in the industry of any business we may acquire or develop. If we acquire a business in a high risk industry, we will become subject to those risks. Similarly, if we acquire a financially unstable business or a business that is in the early stages of development, we will become subject to the numerous risks to which such businesses are subject. Although management intends to consider the risks inherent in any industry and business in which we may become involved, there can be no assurance that it will correctly assess such risks.

We have made no substantive disclosure relating to prospective new businesses.

Because we have not yet identified any assets, property or business that we may acquire or develop, our current stockholders and potential investors in the Company have no substantive information about any such new business upon which to base a decision whether to invest in the Company. We can provide no assurance we will acquire any new businesses or that any investment in the Company will ultimately prove to be favorable. In any event, stockholders and potential investors will likely not have access to any information about any new business until a transaction is completed (if any) and we have filed a report with the SEC disclosing the nature of the transaction and/or business.

If we consummate an acquisition or business combination, our stockholders will likely not know its structure in advance and will likely suffer dilution.

As of December 31, ~~2015~~2016, our management had not had any contact or discussions regarding, and there are no present plans, proposals or arrangements to acquire, any specific assets, property or business. Accordingly, it is unclear whether such an acquisition or business combination would take the form of an exchange of capital stock, a merger or an asset acquisition. However, because we have limited resources, an acquisition or business combination, if any, is likely to involve the issuance of our capital stock.

We currently have 1,500,000,000 authorized shares of common stock and 150,000,000 authorized shares of preferred stock. As of the date of this report, we have 50,004,474 shares of common stock outstanding and no outstanding preferred stock. We will be able to issue significant amounts of additional shares of common stock without obtaining stockholder approval, provided we comply with the rules and regulations of any exchange or national market system on which our shares are then listed (if any). As of the date of this report, we are not subject to the rules of any exchange that would require stockholder approval. To the extent we issue additional common stock in the future, existing stockholders will experience dilution in percentage ownership.

As of the date of this report, we have reserved 3,000,000 shares for options issued or to be issued pursuant to our 1999 Long-Term Incentive Plan (the “1999 Plan”). There are no outstanding options as of the date of this report. The issuance of shares upon the exercise of these potentially issuable options may have a dilutive effect in the future on our common stock, which may adversely affect the price of our common stock.

Management devotes insignificant time to our activities.

Members of our management are not required to and do not devote their full time to our affairs. Because of their time commitments to our Principal Stockholder, and the fact that we have no business operations, we do not anticipate that our management will devote any significant amount of time to the activities and management of the Company.

~~There~~Section 404 isof ~~significant~~the ~~competition~~Sarbanes-Oxley ~~for~~Act ~~acquisition~~of ~~candidates~~2002 requires us to document and test our internal controls over financial reporting and to report on our assessment as to the effectiveness of these controls. Any delays or difficulty in satisfying these requirements or negative reports concerning our internal controls could adversely affect our future results of operations and our stock price.

~~There~~We ~~are~~may ~~numerous~~in ~~companies,~~the ~~including~~future discover areas of our ~~Principal~~internal ~~Stockholder~~controls that need improvement, particularly with respect to businesses that ~~are~~we ~~also~~may ~~seeking~~acquire ~~merger~~in orthe ~~acquisition~~future. ~~transactions,~~We ~~most~~cannot ofbe ~~which~~certain ~~have~~that ~~greater~~any ~~resources~~remedial ~~than~~measures we ~~do.~~take ~~These~~will ~~entities~~ensure ~~will~~that ~~present~~we ~~competition~~implement toand usmaintain adequate internal controls over our financial reporting processes and reporting in ~~any~~the ~~search~~future. ~~for~~Any afailure ~~suitable~~to ~~transaction~~implement ~~candidate~~required new or improved controls, ~~and~~or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we ~~can~~are ~~make~~unable noto ~~assurance~~conclude that we ~~would~~have beeffective ~~successful~~internal controls over financial reporting, investors could lose confidence in ~~any~~the ~~search~~reliability of our financial statements, which could result in a decrease in the market price of our common stock. Failure to comply with Section 404 could potentially subject us to sanctions or investigations by the SEC, or other regulatory authorities, which could also result in a decrease in the market price of our common stock.

We are categorized as a “shell company” under the SEC’s rules.

The SEC’s rules prohibit the use of Form S-8 by a shell company, and require a shell company to file a Form 8-K to report the same type of information that would be required if it were filing to register a class of securities under the Exchange Act when the shell company reports the event that caused it to cease being a shell company. Being a shell company may adversely impact our ability to offer our stock to officers, directors and consultants, and thereby make it more difficult to attract and retain qualified individuals to perform services for the Company, and will likely increase the costs of registration compliance following the completion of a business combination.

There is no assurance of a continued public trading market for our stock and being a low priced security may affect the trading activity and market value of our stock.

As of December 31, ~~2015~~2016, there was a limited public market for our common stock. Our common stock is currently quoted on the Over-the-Counter Bulletin Board Quarterly Trade (“OTCQB”), under the symbol “ZPCM”, and an investor may find it difficult to obtain accurate quotations as to the market value of our stock. The trading price of our common stock is highly volatile and could be subject to fluctuations based on a number of factors, some of which are beyond our control. Accordingly, we cannot provide any assurance that investors in our common stock will receive any return or any of portion of the cost of their investment in our common stock upon a disposition or in the event we decide to ~~sell~~wind down our ~~assets~~business, liquidate our operations and/or ~~liquidate~~dissolve ~~our~~the ~~operations~~Company.

Our stock is subject to the low-priced security (less than $5.00), or so-called “penny stock,” rules of the SEC that impose additional sales practice requirements on broker/dealers who sell such securities. Some of these requirements are discussed below.

A broker/dealer selling penny stocks must, at least two business days before effecting a customer’s first transaction in a penny stock, provide the customer with a document containing information mandated by the SEC regarding the risks of investing in such stock, and the broker/dealer must receive a signed and dated written acknowledgment of the customer’s receipt of that document before effecting a customer’s first transaction in a penny stock.

If the customer is someone other than an accredited investor (as defined in the Securities Act of 1933, as amended (the “Securities Act”)) or an established customer of the broker/dealer, the broker/dealer must approve the potential customer’s account by obtaining information from the customer concerning the customer’s financial situation, investment experience and investment objectives. Based on this information and any other information known by the broker/dealer, the broker/dealer must reasonably determine that transactions in penny stocks are suitable for the customer and that the customer has sufficient knowledge and experience in financial matters to reasonably be expected to be capable of evaluating the risks of transactions in penny stocks. A broker/dealer must, before effecting a customer’s first purchase of a penny stock, send a written statement of this determination, together with such other disclosures required by the SEC, to the customer, and the broker/dealer must receive a signed and dated copy of the statement before effecting the customer’s first purchase of a penny stock. In such situations, a broker/dealer must also, before effecting a customer’s purchase of a penny stock, deliver to the customer an agreement to the transaction that sets forth the identity and quantity of the penny stock to be purchased, and the broker/dealer must receive the customer’s agreement to the transaction before effecting the transaction.

A broker/dealer must also, orally or in writing, disclose before effecting a customer’s transaction in a penny stock (and thereafter confirm in writing):


•	the bid and offer price quotes in and for the penny stock, and the number of shares to which the quoted prices apply;


•	the brokerage firm’s compensation for the trade; and


•	the compensation received by the brokerage firm’s sales person for the trade.

In addition, subject to limited exceptions, a brokerage firm must send to its customers trading in penny stocks a monthly account statement that provides the identity and number of shares of each penny stock in the customer’s account and the current estimated market value of such stock, to the extent such market value may be determined. The SEC’s rules may have the effect of reducing trading activity of our common stock in the secondary market and, consequently, may limit your ability to resell any shares you may purchase.

We cannot assure you that there will be market makers in our stock. If the number of market makers in our stock declines or if there are no market makers in our stock, the liquidity of our common stock could be impaired. This could affect the number of shares of common stock which can be bought and sold, and could also result in delays in the timing of transactions and lower prices for the common stock than might otherwise prevail. Further, the lack of market makers could result in persons being unable to buy or sell shares of our common stock on any secondary market.

We may have liabilities as a member of our Principal Stockholder’s consolidated tax group.

We are a member of our Principal Stockholder’s consolidated tax group under the Federal income tax laws and will continue to be a member until the securities held by our Principal Stockholder no longer constitute 80 percent or more of either the voting power or the market value of our outstanding stock. Each member of a consolidated group for Federal income tax purposes is jointly and severally liable for the Federal income tax liability of each other member of the consolidated group. Similar rules may apply under state income tax laws. Although we have a tax sharing and indemnity agreement with our Principal Stockholder, if our Principal Stockholder or members of its consolidated tax group (other than us) fail to pay tax liabilities arising prior to the time we are no longer a member of our Principal Stockholder’s consolidated tax group, we could be required to make payments in respect of these tax liabilities and these payments could materially adversely affect our financial condition.

time we are no longer a member of our Principal Stockholder’s consolidated tax group, we could be required to make payments in respect of these tax liabilities and these payments could materially adversely affect our financial condition.

Because we do not intend to pay any cash dividends on our common stock, holders of our common stock will not be able to receive a return on their shares unless they sell their shares.

We have paid no dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, holders of our common stock will not be able to receive a return on their shares unless they sell them, which could be difficult unless a more active market develops in our stock.

The anti-takeover provisions in our corporate documents may have an adverse effect on the market price of our common stock.

Provisions in our charter and by-laws could make it more difficult for a third party to gain control of us, even if a change in control might be beneficial to our stockholders. This could adversely affect the market price of our common stock. These provisions include:


•	the elimination of the right to act by written consent by stockholders after our Principal Stockholder no longer holds a controlling interest in us;


•	the elimination of the right to call special meetings of the stockholders by stockholders, except that our Principal Stockholder may do so as long as it holds a controlling interest in us;


•	the existence of a staggered board of directors; and


•	the ability of our board of directors to designate, determine the rights and preferences of, and to issue preferred stock, without stockholder consent, which could adversely affect the rights of our common stockholders.

A substantial amount of our common stock is eligible for sale into the market and this could depress our stock price.

Sales of a substantial number of shares of our common stock in the future could cause the market price of our common stock to decline. As of the date of this report, we have outstanding 50,004,474 shares of common stock, of which our Principal Stockholder owns 48,972,258 shares, with the remainder owned by other stockholders. Additionally, we have 3,000,000 shares of common stock reserved for issuance under our 1999 Plan. As of March 7, 2016, we had no stock options outstanding and 3,000,000 shares available for issuance under the plan.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to document and test our internal controls over financial reporting and to report on our assessment as to the effectiveness of these controls. Any delays or difficulty in satisfying these requirements or negative reports concerning our internal controls could adversely affect our future results of operations and our stock price.

We may in the future discover areas of our internal controls that need improvement, particularly with respect to businesses that we may acquire in the future. We cannot be certain that any remedial measures we take will ensure that we implement and maintain adequate internal controls over our financial reporting processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal controls over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the market price of our common stock. Failure to comply with Section 404 could potentially subject us to sanctions or investigations by the SEC, or other regulatory authorities, which could also result in a decrease in the market price of our common stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company’s headquarters are located in New York, New York, in a space we share with our Principal Stockholder. Our Principal Stockholder has advised the Company that it has waived its rights to collect rent until future notice.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

~~Our~~NZCH Corporation (formerly Zap.Com Corporation, the “Company,” “NZCH,” “we,” “us,” or “our”) common stock began trading on November 30, 1999 on the predecessor market to OTCQB under the symbol “ZPCM.” Each of OTCQB and its predecessor market is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The OTCQB and its predecessor market quotations reflect inter-dealer prices, without retail mark up, mark down or commission, and are not necessarily representative of actual transactions, and may not be indicative of the value of the common stock or the existence of an active market. Historically, the level of trading in our common stock has been sporadic and limited and there is no assurance that an active trading market will develop which will provide liquidity for the Company’s stockholders.

The following table presents quarterly high and low bid and sale prices for the Company’s common stock reported by the OTCQB and its predecessor market for the three months ended:

	Bid Information(a)				Sales Price(a)
	High Bid		Low Bid		High Price		Low Price
12/31/2015	$	0.70	$	0.01	$	0.70	$	0.03
12/31/2016	$	1.50	$	0.26	$	1.00	$	0.30
9/30/2016	1.75		0.60		1.30		1.00
6/30/2016	1.00		0.11		0.52		0.11
3/31/2016	0.60		0.50		0.60		0.25
12/31/2015	0.70		0.01		0.70		0.03
9/30/2015	1.00		0.70		0.85		0.70
6/30/2015	1.30		0.70		1.01		1.00
3/31/2015	1.25		0.08		1.50		1.25
12/31/2014	1.30		0.15		2.00		0.55
9/30/2014	1.25		0.65		2.00		0.90
6/30/2014	1.10		0.45		1.35		0.70
3/31/2014	1.00		0.55		1.29		0.55

(a) As reflected in the ZPCM-~~Zap.Com~~NZCH Corp report of OTCQB and its predecessor market for Fiscal ~~2015~~2016 and ~~2014~~2015.

As of March 713, ~~2016~~2017, there were approximately 1,~~021~~006 holders of record of our common stock. This number does not include the stockholders for whom shares are held in a “nominee” or “street” name.

We have never declared or paid cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. The payment of any future dividends will be at the discretion of our board of directors and will depend upon a number of factors including future earnings, the success of our business activities, capital requirements, the general financial condition and future prospects of any business that we acquire, general business conditions and such other factors as our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information with respect to compensation plans under which our equity securities are authorized for issuance as of December 31, ~~2015~~2016:



Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands) (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securities holders	—	$	—	3,000,000
Equity compensation plans not approved by security holders	—	—		—
Total	—	$	—	3,000,000

910

Performance Graph

Set forth below is a line-graph presentation comparing the cumulative stockholder return on our common stock against cumulative total returns of the following: (a) the Russell 2000 and (b) a peer group of companies compiled using their Standard Industrial Classification (“SIC”) Codes and small market capitalizations. The performance graph shows total return on investment for the period beginning December 31, ~~2010~~2011 and ending December 31, ~~2015~~2016.

The Company was not able to identify a published industry or line-of-business index that it thinks is comparable to both the Company’s business and assets and its limited market capitalization. Instead, the Company selected a peer group, in good faith, consisting of the following companies: Navios Maritime Acquisition Corp., ~~Black Diamond Inc., 57th Street General Acquisition Corp. (subsequently re-named Crumbs Bake Shop, Inc.), Motors Liquidation Company, Comdisco Holding Company Inc.,~~ Omni Ventures Inc., Arete Industries Inc., National Patent Development Corp. (subsequently re-named Wright Investors Service Holdings, Inc.), Ameriwest Petroleum Corp. (subsequently re-named Falconridge Oil Technologies Corp.) and ~~Fifth~~Black ~~Season~~Diamond ~~International~~ Inc. ~~Zap.Com~~NZCH chose these companies because of their SIC Codes and because their market capitalizations are small. The Company believes that this group of companies provides a reasonable basis for comparing total stockholder returns.

The stockholder return shown on the graph above is not necessarily indicative of future performance, and we will not make or endorse any predictions as to future stockholder returns. The graph and related data were furnished by Research Data Group, Inc.

1011

Item 6. Selected Financial Data

The following table sets forth certain selected financial data derived from our financial statements for the periods and as of the dates presented. The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included in Item 7 and referenced in Item 8 of this report, respectively.

	Fiscal
	2015			2014			2013			2012			2011
	2016			2015			2014			2013			2012
Income Statement Data:
Revenues	$	—		$	—		$	—		$	—		$	—
Operating loss	(~~153~~155,~~066~~639		)	(~~154~~153,~~591~~066		)	(~~168~~154,~~944~~591		)	(~~232~~168,~~910~~944		)	(~~179~~232,~~171~~910		)
Interest income	—			—			—			833			1,075
Gain on sale of domain names	375,000
Net loss	(153,066		)	(154,591		)	(168,944		)	(232,077		)	(178,096		)
Interest income	—			—			—			—			833
Net loss per share-basic and diluted	$	—		$	—		$	—		$	—		$	—
Net income (loss)	$	219,361		$	(153,066	)	$	(154,591	)	$	(168,944	)	$	(232,077	)
Net income (loss) per share-basic and diluted	—			—			—			—			—
Weighted average common shares outstanding	50,004,474			50,004,474			50,004,474			50,004,474			50,004,474
Balance Sheet Data (as of year end):
Cash	$840,890	~~595,514~~		$595,514	~~748,913~~		$748,913	~~825,291~~		$825,291	~~972,510~~		$972,510	~~403,375~~
Short-term investments	—			—			—			—			748,941
Total assets	844,662			601,316			748,913			825,291			972,510
Total assets	601,316			748,913			825,291			972,510			1,153,016
Total liabilities	3,421			14,698			43,698			4,750			20,158
Total liabilities	14,698			43,698			4,750			20,158			5,366
Total stockholders’ equity	841,241			586,618			705,215			820,541			952,352
Total stockholders’ equity	586,618			705,215			820,541			952,352			1,147,650

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of ~~Zap.Com~~NZCH ~~Corporation (“we,” “us,” “our,” “Zap.Com,” or the “Company”)~~ should be read in conjunction with Item 6, “Selected Financial Data,” and our accompanying financial statements and related notes (the “Financial Statements”) referred to in Item 8 of this Annual Report on Form 10-K (this “Form 10-K”). Certain statements we make under this Item 7 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements” at the beginning of Part I of this Form 10-K. You should consider our forward-looking statements in light of our Financial Statements and other financial information appearing elsewhere in this Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).

Overview

The Company was incorporated in Nevada in 1999 for the purpose of creating and operating a global network of independently owned websites. ~~Presently,~~During weFiscal ~~own~~2016, the ~~following~~Company sold its domain names~~: betacenter.com~~, ~~betaworld.com,~~including ~~buybid.com,~~the ~~eatfood~~zap.com, ~~instantwinner.com,~~domain ~~netcentralbank~~name.~~com, paranoid.com, thefed.net and zap.com.~~

We have broad discretion in selecting a business strategy for the Company, asand ~~part~~there ofcan ~~which,~~be weno ~~may~~assurance ~~decide~~that ~~to engage in one or more business combinations or~~ we ~~may~~will ~~sell~~be ~~our~~successful ~~assets~~in ~~and/or~~implementing ~~liquidate~~such ~~our~~a ~~operations~~strategy. If we elect to pursue a business combination, we have broad discretion in identifying and selecting both the industries and the possible acquisition or business combination opportunities. We have not identified a specific industry to focus on, ~~and~~ have no present plans, proposals, arrangements or understandings with respect to a business combination or acquisition ~~of any specific business~~. ~~There~~See ~~can~~“Risk beFactors” noelsewhere ~~assurance~~in ~~that we will, or will be able to, identify or successfully complete any such transactions. As of the date of~~ this report, ~~we are not a party to any agreements providing~~ for afurther ~~business combination or other acquisition of assets~~discussion. If we enter into any such transaction we may pay acquisition consideration in the form of cash, debt or equity securities or a combination thereof. In addition, as a part of any such transaction we may consider raising additional capital through the issuance of equity or debt securities, including the issuance of preferred stock.

Results of Operations

For Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, our operations consisted of the following:

Revenues. We had no revenues for Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, and we do not presently have any revenue-generating business.

Cost of Revenues. We had no cost of revenues for Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014.

11General and Administrative Expenses. General and administrative expenses consist primarily of legal and accounting professional services, printing and filing costs, expenses allocated for services by our Principal Stockholder under a shared services agreement, and various other costs. General and administrative expenses increased by $2,573 to $155,639 for Fiscal 2016 from $153,066 for Fiscal 2015. General and administrative expenses decreased by $1,525 to $153,066 for Fiscal 2015 from $154,591 for Fiscal 2014.

~~General~~Gain ~~and~~on ~~Administrative~~Sale ~~Expenses.~~of ~~General~~Domain ~~and~~Names. ~~administrative~~On ~~expenses~~June ~~consist~~21, ~~primarily~~2016, ofthe ~~legal~~Company ~~and~~sold ~~accounting~~its ~~professional~~domain ~~services~~names, ~~printing~~including ~~and~~the ~~filing~~Zap.Com ~~costs~~domain name, ~~expenses~~to ~~allocated~~a third party for ~~services~~$375,000 by(the ~~our~~“Domain ~~Principal~~Sale”). ~~Stockholder~~The ~~under~~Company recognized a ~~shared~~gain ~~services~~on ~~agreement,~~the ~~and~~Domain ~~various~~Sale ~~other~~for ~~costs~~Fiscal 2016. ~~General~~The ~~and~~Company ~~administrative~~will ~~expenses~~utilize ~~decreased~~net ~~slightly~~operating losses to ~~$153,066~~offset ~~for~~the ~~Fiscal~~tax ~~2015~~effects ~~from~~on ~~$154,591~~the ~~for~~gain ~~Fiscal~~on ~~2014.~~the ~~This~~Domain ~~decrease~~Sale ~~in general~~ and ~~administrative~~there ~~expenses~~ was ~~primarily~~a ~~due~~release toof ~~decreased~~previously ~~legal~~recorded ~~expenditures~~valuation ~~incurred~~allowance ~~for~~on ~~outside~~the ~~services~~Company’s ~~relating~~deferred totax ~~SEC~~assets ~~filings~~ during Fiscal ~~2015 as compared to Fiscal 2014~~2016.

General and administrative expenses decreased by $14,353 to $154,591 for Fiscal 2014 from $168,944 for Fiscal 2013. This decrease in general and administrative expenses was primarily due to decreased legal expenditures and professional fees incurred for outside services relating to SEC filings during Fiscal 2014 as compared to Fiscal 2013.

Liquidity and Capital Resources

We have not generated any significant revenue since our inception. As a result, our primary source of liquidity has been from our initial capitalization. ~~At December 31, 2015, our cash balance was $595,514.~~

Since our inception, we have utilized services of the management and staff and occupied office space of our Principal Stockholder under a shared services agreement that allocated these costs. Our Principal Stockholder has waived its rights under the shared services agreement to be reimbursed these costs through December 31, ~~2015~~2016. For Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, we recorded approximately $3435,~~469~~262, $3934,~~265~~469, and $3739,~~133~~265, respectively, as contributed capital for these services.

As of December 31, 2016, our cash balance was $840,890 and owned certain other intangible assets to which we ascribe no value. We believe that we have sufficient resources to satisfy our existing liabilities and our anticipated operating expenses for the next twelve months. Until such time as we actively pursue a business combination, asset acquisition or liquidate our operations, we expect these expenses to consist mainly of general and administrative expenses incurred in connection with maintaining our status as a public reporting company. We have no commitments for capital expenditures and foresee none, except for possible future business combinations, asset acquisitions or in connection with our liquidation and wind up. In order to effect a business combination, asset acquisition or our liquidation and wind up, however, we may need additional financing. There is no assurance that any such financing will be available or available on terms favorable or acceptable to us.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements at December 31, ~~2015~~2016 that have or are reasonably likely to have a current or future material effect on our financial position, results of operations or cash flows.

Summary of Cash Flows

Cash used in operating activities was $~~153~~129,~~399~~624 for Fiscal ~~2015~~2016 compared to $76153,~~378~~399 for Fiscal ~~2014~~2015. The ~~increase~~decrease in cash used in operating activities was primarily due to timing of payments on outstanding balances due to affiliates during ~~2015~~Fiscal 2016 as compared to Fiscal ~~2014~~2015.

Cash used in operating activities was $76153,~~378~~399 for Fiscal ~~2014~~2015 compared to $~~147~~76,~~219~~378 for Fiscal ~~2013~~2014. The ~~decrease~~increase in cash used in operating activities was primarily due to ~~lower~~higher overall expenditures in Fiscal ~~2014~~2015, as well as timing of payments on outstanding balances due to affiliates during Fiscal ~~2014~~2015 as compared to Fiscal ~~2013~~2014.

Cash provided by investing activities was $375,000 for Fiscal 2016 related to the Domain Sale. We had no cash flows related to investing activities ~~or financing activities~~ for Fiscal 2015, ~~2014~~ and ~~2013~~2014.

We had no cash flows related to financing activities for Fiscal 2016, 2015 and 2014.

Recent Accounting Pronouncements Not Yet Adopted

There were no relevant recent accounting pronouncements not yet adopted at December 31, ~~2015~~2016.

Critical Accounting Policies

The discussion and analysis of our financial condition, liquidity and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect amounts reported therein. The following lists our current accounting policies involving significant management judgment and provides a brief description of these policies:

Valuation allowance for deferred income taxes. We have considered and weighted all evidence, both positive and negative, to determine whether it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. As we do not expect the existence of sufficient taxable income in either the carryback or carryforward period under tax law to utilize the deferred tax assets, a full valuation allowance was recorded against our deferred tax assets, totaling $~~387~~310,~~640~~864, as of December 31, ~~2015~~2016.

We also apply the accounting guidance for uncertain tax positions which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides information on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. We believe that we had no uncertain tax positions as of December 31, ~~2015~~2016 which would be required to be recognized in our financial statements.

Contractual Obligations

We do not have any long-term debt obligations, capital leases obligations, operating lease obligations or purchase obligations at December 31, ~~2015~~2016.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We do not have any market risk exposure to changes in interest rates, foreign currency exchange rates, equity prices or commodity prices at December 31, ~~2015~~2016. We had no outstanding investments, derivative instruments or long-term debt at December 31, ~~2015~~2016.

Item 8. Financial Statements and Supplementary Data

The Report of Independent Registered Public Accounting Firm, the Company’s financial statements and notes to the Company’s financial statements appear in a separate section of this Form 10-K (beginning on Page F-2 following Part IV). The index to the Company’s financial statements appears on Page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision of the Company’s management, including our Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Company’s management, including our Principal Executive Officer and the Principal Financial Officer, concluded that, as of December 31, ~~2015~~2016, the Company’s disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although the Company’s management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, under the supervision of and with the participation of the Principal Executive Officer and the Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2015~~2016 based on criteria for effective control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on this assessment, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2016 in accordance with the COSO criteria.

Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2015 in accordance with the COSO criteria.

Changes in Internal Controls Over Financial Reporting

An evaluation was performed under the supervision of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of whether any change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended December 31, 2015. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that no significant changes in the Company’s internal controls over financial reporting occurred during the quarter ended December 31, 2015 that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting.13

An evaluation was performed under the supervision of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of whether any change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended December 31, 2016. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that no significant changes in the Company’s internal controls over financial reporting occurred during the quarter ended December 31, 2016 that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

~~None.~~Appointment of Chief Accounting Officer

On March 15, 2017, the Company appointed George C. Nicholson, 58, to the position of Senior Vice President, Chief Accounting Officer and Chief Financial Officer of the Company. Prior to that, Mr. Nicholson was the Senior Vice President, Chief Accounting Officer and Acting Chief Financial Officer of the Company. Mr. Nicholson is an officer of HRG and receives compensation from HRG for such service. Mr. Nicholson is not separately compensated by the Company for his service as an officer and director of the Company. See Part III - Item 10. Directors, Executive Officers and Corporate Governance of this report for additional information regarding Mr. Nicholson.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

BOARD OF DIRECTORS

~~Our~~NZCH Corporation (formerly Zap.Com Corporation, the “Company,” “NZCH,” “we,” “us,” or “our”) Board of Directors (our “Board”) as of the date of this report consisted of three members, as determined in accordance with our Bylaws (our “Bylaws”). In accordance with our Certificate of Incorporation (our “Charter”), our Board is divided into three classes (designated as Class I, Class II, and Class III, respectively). The three classes are currently comprised of the following directors:

Class I Director

Omar M. Asali, age 4546, has served as President and Chief Executive Officer of ~~Zap.Com~~NZCH since March 2015 and as a director of ~~Zap.Com~~NZCH since June 2011. He has served as a director of HRG, the Company’s majority stockholder, since May 2011, as its Acting President since June 2011, as its President effective as of October 2011 and as its Chief Executive Officer since March 2015. Mr. Asali is responsible for overseeing the day-to-day activities of HRG, including M&A activity and overall business strategy for HRG and HRG’s underlying subsidiaries. Mr. Asali has been directly involved in all of HRG’s acquisitions across all sectors, and he is actively involved in HRG’s management and investment activities. Mr. Asali is also the Vice Chairman of ~~the board of~~ Spectrum Brands Holdings, Inc. (“Spectrum Brands”), ~~Chairman~~and a member of the ~~board~~Board of ~~HGI~~Directors ~~Asset Management Holdings, LLC (“HAMCO”), a director~~ of Fidelity & Guaranty Life ~~Holdings,~~and ~~Inc.,~~ Front Street Re (Cayman), Ltd. ~~and Compass Production GP~~, ~~LLC~~ each of which is a subsidiary of HRG, and a member of the investment committee of HRG’s subsidiaries engaged in asset management. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital Partners LLC (“Harbinger Capital”), a significant stockholder of HRG. Prior to joining Harbinger Capital in 2009, Mr. Asali was the co-head of Goldman Sachs Hedge Fund Strategies (“Goldman Sachs HFS”) where he helped manage approximately $25 billion of capital allocated to external managers. Mr. Asali also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division, providing M&A and strategic advisory services to clients in the High Technology Group. Mr. Asali previously worked at Capital Guidance, a boutique private equity firm. Mr. Asali began his career working for a public accounting firm. Mr. Asali received an ~~MBA~~M.B.A. from Columbia Business School and a B.S. in Accounting from Virginia Tech. None of the companies Mr. Asali worked with before joining Harbinger Capital is an affiliate of ~~Zap~~NZCH.~~Com~~ See Item 1A. Risk Factors “We are dependent on certain key personnel and our affiliation with our Principal Stockholder; our Principal Stockholder and its affiliates will exercise significant influence over us and our business activities; and business activities and other matters that affect our Principal Stockholder and certain key personnel could adversely affect our ability to execute our business strategy” for discussion of Mr. Asali’s expected departure from the Company.

Class II Director

John McKeown, age 5253, has been the Treasurer, Senior Vice President and a director of the Company since July 2015. Mr. McKeown has served as Treasurer and Senior Vice President, Financial Planning and Analysis of HRG, the Company’s majority stockholder, since October 2014 and had previously served as Treasurer and Vice President, Financial Planning and Analysis from July 2013 to October 2014. From March 2012 to March 2013, Mr. McKeown served as Vice President of Financial Planning and Analysis at Frontier Communications. From June 1995 to March 2012, he worked for Reader’s Digest Association, Inc. (“Reader’s Digest”), where he held a progression of financial positions, both in the US and Europe, including Vice President & Chief Financial Officer of International, Vice President of Corporate Finance, Chief Financial Officer of Weekly Reader Publishing Group and Chief Financial Officer of Central & Eastern Europe. Prior to Reader’s Digest, Mr. McKeown was the country Finance Director for DHL Worldwide Express in Romania from 1994 to 1995 and held various positions at LASMO PLC from 1989 to 1994. Mr. McKeown started his career with ~~Price~~PricewaterhouseCoopers ~~Waterhouse Coopers~~ and held various positions from 1981 to 1989. Mr. McKeown is a UK Chartered Accountant and holds a B.Sc. in Economics (Banking and International Finance) from Cardiff (UWIST) University, UK.

Class III Director

George C. Nicholson, age 5658, has been the Senior Vice President, Chief Accounting Officer and ~~Acting~~ Chief Financial Officer, and a director of ~~Zap.Com~~NZCH since January 2016. Mr. Nicholson has served as the Senior Vice President and Chief Accounting Officer of HRG, the Company’s majority stockholder, since November 2015. ~~and~~On January 20, 2017, Mr. Nicholson was appointed toas ~~the~~Chief ~~additional~~Financial ~~position~~Officer of HRG. Mr. Nicholson served as Acting Chief Financial Officer offrom ~~HRG~~January in4, ~~December~~2016 ~~2015~~to January 20, 2017. Prior to joining HRG, Mr. Nicholson was employed by HAMCO, a subsidiary of HRG, since May 2013. Prior to that, Mr. Nicholson served as Vice President and Controller of Fidelity & Guaranty Life Insurance Company, a subsidiary of HRG, from August 2007 through May 2013. Mr. Nicholson served as Chief Accounting Officer of Capital Bank Corporation from September 2005 to August 2007 and previously held executive positions at Nationwide Mutual Insurance Company and London Pacific Life & Annuity Company. Mr. Nicholson spent 10 years with Ernst & Young ending as a Senior Manager specializing in the energy and financial services industry. Mr. Nicholson is a Certified Public Accountant and holds aan ~~Master~~M.B.A. ~~of Business Administration~~ degree from the University of Kentucky and a ~~Bachelor~~B.B.A. ~~of Business Administration~~ degree from Eastern Kentucky University.

EXECUTIVE OFFICERS

The following sets forth certain information with respect to the executive officers of the Company, as of the date of this report. All officers of the Company serve at the pleasure of the Company’s Board and until their successors are elected and qualified.

Name	Age	Position
Omar M. Asali*	4546	Chairman of the board, Chief Executive Officer and President
George C. Nicholson*	5658	Senior Vice President, Chief Accounting Officer and ~~Acting~~ Chief Financial Officer
John McKeown*	5253	Senior Vice President and Treasurer

*For information regarding Messrs. Asali, Nicholson and McKeown, see “Board of Directors” above.

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of Ethics and Business Conduct

The Board has adopted Corporate Governance Guidelines (the “Guidelines”) to assist it in the exercise of its responsibilities. These Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making both at the Board and at the management level, with a view to enhancing stockholder value over the long term. The Guidelines address, among other things, Board composition, director qualifications standards, selection of the Chairman of the Board and the Chief Executive Officer, director responsibilities and the Board committees.

The Board has adopted a Code of Ethics and Business Conduct to provide guidance to all of the Company’s directors, officers and employees, including the Company’s principal executive officer, principal accounting officer or controller or persons performing similar functions.

Director Selection Process

We do not have a nominating committee. The Board has determined that it is appropriate not to have a nominating committee because of our relatively limited number of directors and the limited percentage of our common stock held by unaffiliated persons. The entire Board performs the function of the nominating committee. Stockholders and members of the Board may, however, submit nominees for election to the Board to the entire Board for its consideration. In evaluating director nominees, the Board considers the appropriate skills and personal characteristics needed in light of the makeup of the current Board, including considerations of character, background, professional experience, differences in viewpoint, education, skill, race, gender, national origin and other individual qualities and attributes.

We do not have a formal policy concerning stockholder recommendations to the Board. The Board has determined that it is appropriate to not have such a policy given the infrequency of such recommendations, our limited unaffiliated stockholder group and the fact that the Board consists only of three directors. We did not receive any recommendations from stockholders requesting that the Board consider a candidate for inclusion as a nominee in this report. The absence of such a policy does not mean, however, that a recommendation would not have been considered had one been received. The Board would consider any candidate proposed in good faith by a stockholder. To do so, a stockholder should send the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to our Board at the address listed below. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership (how many shares owned and for how long).

Board Leadership Structure and Risk Management

Omar M. Asali serves as Chairman of the Board, and as our Chief Executive Officer and our President. The Board believes that combining the role of Chairman of the Board and Chief Executive Officer furthers development and execution of the Company’s strategy, facilitates information flow between management and the Board and promotes efficiency given the limited size of the Company and its operations. Due to Mr. Asali’s position with HRG, he is not an independent director. None of our current directors are independent directors. We believe the governance structure we have is customary for public companies that are holding companies with no business operations and we regard Mr. Asali’s leadership role on the Board as positive for the Company in that it fosters stability and encourages consensus-building between Board initiatives and stockholder support.

The Board is primarily responsible for overseeing the Company’s risk management process. The Board periodically meets with the Company’s senior management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. While the Board oversees the Company’s risk management, the Company’s management is responsible for the implementation of the Company’s risk management guidelines and policies and the Company’s day-to-day risk management process.

Communications with the Board

Stockholders and other interested parties may communicate with the Board or any individual director, by writing to:

~~Zap.Com~~NZCH Corporation

Attention: Board of Directors

450 Park Avenue, 29^th Floor

New York, New York 10022

(212) 906-8555

If the letter is from a stockholder, the letter should state that the sender is a stockholder. Under a process approved by the Board and defined in the Corporate Governance Guidelines, depending on the subject matter, management will:


•	forward the letter to the director or directors to whom it is addressed; or


•	attempt to handle the matter directly (as where information about the Company or its stock is requested); or


•	not forward the letter if it is primarily commercial in nature or relates to an improper or irrelevant topic.

A summary of all relevant communications that are received after the last meeting of the full Board and which are not forwarded will be presented at each Board meeting along with any specific communication requested by a director.

All communications will be handled in a confidential manner, to the degree the law allows and the Company deems practical. Communications may be made on an anonymous basis; however, in these cases the reporting individual must provide sufficient details for the matter to be reviewed and resolved. The Company will not tolerate any retaliation against an employee who makes a good faith report.

INFORMATION ABOUT COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

General

~~Zap.Com~~NZCH’s Board does not presently maintain any committees since the Board consists only of three directors. Our Bylaws permit the Board to appoint an Executive Committee, an Audit Committee and a Compensation Committee.

~~Zap.Com~~NZCH’s Board currently performs the functions of the audit committee and has determined that Mr. Nicholson qualifies as an “audit committee financial expert,” as defined by Item 407(d)(5)(ii) of Regulation S-K. Due to Mr. Nicholson’s position with HRG, he is not an independent director.

Meetings of the Board

During ~~2015~~2016, the Board met ~~five~~nine times. A majority of the stockholders of the Company took action by written consent in lieu of holding an annual meeting of stockholders in ~~2015~~2016.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers, and persons who own more than 10% of our Common Stock, to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, officers and greater than 10% stockholders are required by the SEC’s regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, and based solely upon a review of the copies of such forms furnished to us and written representations that no other reports were required, we believe that, during Fiscal ~~2015~~2016, all other such filings required to be made by such persons were timely made in accordance with the requirements of the Exchange Act, except that HRG filed one Statement of Changes in Beneficial Ownership on Form 4 reflecting one transaction later than the time prescribed by the SEC.

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Our Board does not presently maintain a compensation committee because we do not pay any compensation to our senior executives or directors. Our “named executive officers” for Fiscal ~~2015~~2016 were (i) Chairman of the Board, Chief Executive Officer and President, Omar M. Asali; (ii) our ~~former Chairman of the Board, President and Chief Executive Officer, Philip A. Falcone; (iii) our former Executive Vice President and Chief Financial Officer, Thomas A. Williams; (iv) our~~ Senior Vice President and Treasurer, John McKeown; and (viii) ~~our~~Senior ~~former~~ Vice President, Chief Accounting Officer and Chief ~~Accounting~~Financial Officer, ~~Michael~~George JC. ~~Sena~~Nicholson. Our named executive officers did not receive any salary or bonus from ~~Zap.Com~~NZCH and devoted a significant portion of their business time to HRG, where they held similar offices during HRG’s Fiscal ~~2015~~2016. These officers, however, devoted such time to ~~Zap.Com~~NZCH’s affairs as was required to perform their duties to ~~Zap~~NZCH.~~Com.~~ ~~Zap.Com~~NZCH does not provide its employees with any post-termination benefits and does not have any employment agreements.

Because no compensation was paid and no awards were granted under the ~~Zap.Com~~NZCH 1999 Long-Term Incentive Plan (the “1999 Plan”) to our named executive officers during Fiscal ~~2015~~2016, the Board did not give consideration to any objectives of our compensation program nor give consideration regarding what our compensation program is designed to reward.

Summary Compensation Table

The following table ~~sets~~discloses ~~forth~~compensation ~~the~~for Fiscal ~~compensation~~2016, 2015 and 2014 received by ~~our~~Messrs. Asali, McKeown and Nicholson, each of whom was a “named executive ~~officers~~officer” ~~during~~for all or a portion of Fiscal ~~2015~~2016. In addition, ~~2014~~the table discloses compensation for Mr. Thomas A. Williams, our former Executive Vice President and ~~2013:~~Chief Financial Officer. Mr. William’s employment with the Company terminated on January 1, 2016.

Name and Principal Position	Year	Salary($)			Bonus($)	StockAwards($)	OptionAwards($)	Non-EquityIncentive PlanCompensation($)	Change inPension ValueandNonqualifiedDeferredCompensationEarnings($)	All OtherCompensation($)	Total($)
Omar M. Asali, Chairman of the Board, President and Chief Executive Officer	~~2015~~2016	—	(1	)	—	—	—	—	—	—	—
	2015	—	(1	)	—	—	—	—	—	—	—
	2014	—	(1	)	—	—	—	—	—	—	—
	2013	—	(1	)	—	—	—	—	—	—	—
Thomas A. Williams, Former Executive Vice Presidentand Chief Financial Officer	2016	—	(2	)	—	—	—	—	—	—	—
Philip A. Falcone, Former Chairman of the Board, President and Chief Executive Officer	2015	—	(2	)	—	—	—	—	—	—	—
	2015	—	(2	)	—	—	—	—	—	—	—
	2014	—	(2	)	—	—	—	—	—	—	—
	2013	—	(2	)	—	—	—	—	—	—	—
John McKeown, Senior Vice President and Treasurer	2016	—	(3	)	—	—	—	—	—	—	—
Thomas A. Williams, Former Executive Vice Presidentand Chief Financial Officer	2015	—	(3	)	—	—	—	—	—	—	—
	2015	—	(3	)	—	—	—	—	—	—	—
	2014	—	(3	)	—	—	—	—	—	—	—
	2013	—	(3	)	—	—	—	—	—	—	—
George C. Nicholson, Senior Vice President, Chief Accounting Officer and Chief Financial Officer	2016	—	(4	)	—	—	—	—	—	—	—
John McKeown, Senior Vice President and Treasurer	2015	—	(4	)	—	—	—	—	—	—	—
	2015	—	(4	)	—	—	—	—	—	—	—
	2014	—	(4	)	—	—	—	—	—	—	—
	2013	—	(4	)	—	—	—	—	—	—	—
Michael J. Sena, Former Vice President and Chief Accounting Officer	2015	—	(5	)	—	—	—	—	—	—	—
	2014	—	(5	)	—	—	—	—	—	—	—
	2013	—	(5	)	—	—	—	—	—	—	—

(1) Mr. Asali has served as the Company’s Chairman of the Board, President and Chief Executive Officer since March 2015. In 2016, 2015 and 2014 Mr. Asali was an affiliate of HRG and did not receive any compensation for his services to ~~Zap~~NZCH.~~Com.~~

(2) From ~~2013~~2012 tothrough ~~November~~January ~~2014~~1, 2016, Mr. ~~Falcone~~Williams ~~was~~served anas ~~affiliate~~the Executive Vice President and Chief Financial Officer of ~~HRG~~NZCH. In 2015 and ~~did~~2014, ~~not~~NZCH ~~receive~~recognized ~~any~~$2,994 ~~compensation~~and $5,083, respectively as contributed capital from HRG for ~~his~~Mr. William’s annual salary under its shared services toagreement ~~Zap~~with HRG.~~Com.~~

(3) InSince ~~2015,~~December 2014 ~~and 2013~~, Mr. ~~Williams~~McKeown served as the ~~Executive~~Senior Vice President and ~~Chief~~Treasurer ~~Financial Officer~~ of ~~Zap~~NZCH.~~Com.~~ In ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, ~~Zap.Com~~NZCH recognized $23,~~994~~531, $53,~~083~~505 and $23,~~900~~565, respectively as contributed capital from HRG for Mr. ~~William~~McKeown’s annual salary under its shared services agreement with HRG.

(4) Since ~~December~~January ~~2014~~2016, Mr. ~~McKeown~~Nicholson served as the Senior Vice President, Chief Accounting Officer and ~~Treasurer~~Chief Financial Officer of ~~Zap~~NZCH.~~Com.~~ In ~~2015,~~2016 ~~2014~~ and ~~2013~~2015, ~~Zap.Com~~NZCH recognized $31,~~505,~~937 ~~$3,565~~ and $1464,~~778,~~ respectively as contributed capital from HRG for Mr. ~~McKeown~~Nicholson’s annual salary under its shared services agreement with HRG.

(5) From 2013 through May 2015, Mr. Sena served as the Vice President and Chief Accounting Officer of Zap.Com. In 2015, 2014 and 2013, Zap.Com recognized $1,501, $5,789 and $6,200, respectively as contributed capital from HRG for Mr. Sena’s annual salary under its shared services agreement with HRG.

1999 Long-Term Incentive Plan

The 1999 Plan was approved by the Board and Zapata Corporation (predecessor to HRG) as ~~Zap.Com~~NZCH’s sole stockholder in April 1999, and amended in January 2006. Pursuant to the plan, awards may be made to existing and future officers, other employees, consultants and directors of the Company from time to time. The 1999 Plan is intended to promote the long-term financial interests and growth of the Company by providing employees, officers, directors and consultants of the Company with appropriate incentives and rewards to enter into and continue in the employ of, or their relationship with, the Company and to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individual officers, other employees, consultants and directors in fulfilling their responsibilities for long-range achievements.

The Board, or to the extent ever formed, the compensation committee (both of which are referred to below as the “committee”), may make awards under the 1999 Plan from among those eligible persons who hold positions of responsibility and whose performance, in the judgment of the committee, has a significant effect on the Company’s success. Under the 1999 Plan, 3,000,000 shares of Common Stock are available for awards. The 1999 Plan provides for the grant of any or all of the following types of awards: stock options, stock appreciation rights, stock awards, cash awards, or other rights or interests. Stock options may be incentive stock options that comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Future allocation of awards under the 1999 Plan is not currently determinable as the allocation is dependent upon future decisions to be made by the committee in its sole discretion, and the applicable provisions of the 1999 Plan.

The exercise price of any stock option may, at the discretion of the committee, be paid in cash or by surrendering shares or another award under the 1999 Plan, valued at fair market value on the date of exercise or any combination of cash or stock. Stock appreciation rights are rights to receive, without payment to the Company, cash or shares of our Common Stock with a value determined by reference to the difference between the exercise or strike price of the stock appreciation rights and the fair market value or other specified valuation of the shares at the time of exercise. Stock appreciation rights may be granted in tandem with stock options or separately.

Stock awards may consist of shares of our Common Stock or be denominated in units of shares of our Common Stock. A stock award may provide for voting rights and dividend equivalent rights.

The committee may specify conditions for awards, including vesting service and performance conditions. Vesting conditions may include, without limitation, provision for acceleration in the case of a change-in-control of the Company, vesting conditions and performance conditions, including, without limitation, performance conditions based on achievement of specific business objectives, increases in specified indices and attaining specified growth measures or rates.

An award may provide for the granting or issuance of additional, replacement or alternative awards upon the occurrence of specified events, including the exercise of the original award.

An award may provide for a tax gross-up payment to a participant if a change in control of the Company results in the participant owing an excise tax or other tax above the rate ordinarily applicable, due to the parachute tax provisions of Section 280G of the Code or otherwise. The gross-up payment would be in an amount so that the net amount received by the participant, after paying the increased tax and any additional taxes on the additional amount, would be equal to that receivable by the participant if the increased tax were not applicable.

Grant of Plan-Based Awards

None of our named executive officers were granted any ~~Zap.Com~~NZCH plan-based awards in Fiscal ~~2015~~2016.

Outstanding Equity Awards at Fiscal Year-End

Our named executive officers did not hold any outstanding equity awards at December 31, ~~2015~~2016.

Option Exercises and Stock Vested

None of our named executive officers exercised any stock options in Fiscal ~~2015~~2016.

Pension Benefits

~~Zap.Com~~NZCH does not maintain any pension benefits, and therefore none of our named executive officers received any pension benefits from the Company in ~~2015~~2016.

Nonqualified Deferred Compensation

~~Zap.Com~~NZCH does not maintain any nonqualified deferred contribution or nonqualified deferred compensation plans.

Elements of Post-Termination Compensation and Benefits; Employment Agreements with Named Executive Officers; Payments upon Termination and Change in Control

We do not provide our employees with any post-termination benefits and do not have any employment agreements. However, we have indemnification agreements with certain of our named executive officers, pursuant to which we agreed to indemnify them to the fullest extent of the law.

We are not currently obligated to make any payments or provide any benefits to any named executive officer upon the termination of such named executive officer’s employment, a change of control of the Company, or a change in the named executive officer’s responsibilities.

Director Compensation

Each director who is not an employee of ~~Zap.Com~~NZCH or the Principal Stockholder may be compensated for serving as a director at a set dollar amount to be determined by the Board. In addition, each new non-employee director may, upon joining the Board, be granted options under the 1999 Plan to purchase shares of ~~Zap.Com~~NZCH common stock at the fair market value for the shares at the time of grant. The Board will determine the number and terms of the options to be granted to the new director. All of our directors are employees of ~~Zap.Com~~NZCH and the Principal Stockholder and, therefore, did not receive any compensation in their capacity as directors of ~~Zap.Com~~NZCH for ~~2015~~2016.

Determination of Compensation

As stated above, we do not have a compensation committee because we do not currently pay our directors or executive officers. The Board will determine any compensation decisions that may arise in the future. Should we decide to pay our executive officers in the future, base salaries for our executives will be established on a case-by-case basis by the Board, based on the executive’s level of responsibility, prior experience, breadth of knowledge and salary requirements. The Board may also grant stock options upon hiring or based upon subjective considerations as to an executive’s contribution or potential contribution to the Company. The Board may delegate the authority to recommend the amount or form of executive or director compensation to individual

level of responsibility, prior experience, breadth of knowledge and salary requirements. The Board may also grant stock options upon hiring or based upon subjective considerations as to an executive’s contribution or potential contribution to the Company. The Board may delegate the authority to recommend the amount or form of executive or director compensation to individual directors or executive officers, but the authority to approve the compensation will rest with the Board. During our last completed fiscal year, the Board did not retain compensation consultants to determine or recommend the amount or form of executive or director compensation, but it may do so in the future if it deems it appropriate.

Compensation Committee Interlocks and Insider Participation

As stated above, we do not have a compensation committee and the Board will determine any compensation decisions that may arise in the future. In Fiscal ~~2015~~2016, the Board did not deliberate on executive officer compensation because we did not pay our executive officers. Omar M. Asali, our President, Chief Executive Officer and Chairman of the Board was a member of the board of directors of HRG in Fiscal ~~2015~~2016. During Fiscal ~~2015~~2016, the board of directors of HRG was responsible for determining the compensation of the executive officers of HRG.

During Fiscal ~~2015~~2016, Mr. Asali served as a director and executive officer of HRG, ~~Messrs~~Mr. ~~Williams,~~ Nicholson ~~and Sena~~ served as an executive ~~officers~~officer of HRG and Mr. McKeown served as an officer atof HRG. Mr. Asali is also a director of Spectrum Brands, ~~an HRG subsidiary,~~ and ~~Messrs. Asali and Williams are each a director of~~ Fidelity and Guaranty Life, anboth ~~HRG~~subsidiaries ~~subsidiary~~of HRG. In general, certain of our directors and executive officers who are currently or were formerly employed by HRG may serve as directors or executive officers of other entities affiliated with HRG from time to time.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

The Board has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K with management. Based on that review and discussion, the Board believes that the Compensation Discussion and Analysis should be included in this Annual Report on Form 10-K.

THE BOARD OF DIRECTORS

Omar M. Asali, Chairman

George C. Nicholson

John McKeown

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table indicates the number of shares of our Common Stock owned beneficially as of March 713, ~~2016~~2017 by:


•	each person known to the Company to beneficially own more than 5% of the outstanding shares of common stock,


•	each director,


•	the named executive officers, and


•	all directors and executive officers as a group.

Except to the extent indicated in the footnotes to the following table, each of the persons or entities listed therein has sole voting and investment power with respect to the shares which are reported as beneficially owned by such person or entity.

The following calculations are based upon the shares of our Common Stock issued and outstanding on March 713, ~~2016~~2017 plus the number of such shares of our Common Stock outstanding pursuant to SEC Rule 13d-3(d)(1). Shares of our Common Stock subject to options exercisable within 60 days of March 713, ~~2016~~2017 are deemed outstanding for purposes of computing the percentage of the person holding such option but are not deemed outstanding for computing the percentage of any other person.

Name and Address of Beneficial Owner	Amount and Nature ofBeneficial Ownership	Percentof Class
5% Stockholders
HRG Group, Inc. (1)	4849,~~972~~730,~~258~~905	9799.95	%
Our Directors and Fiscal 2015 Named Executive Officers
Our Directors and Fiscal 2016 Named Executive Officers
Omar M. Asali (2)	—	—	%
George C. Nicholson (2)	—	—	%
John McKeown (2)	—	—	%
All current directors and executive officers of the Company as a group (3 persons)	—	—	%

(1) HRG’s address is 450 Park Avenue, 29th Floor, New York, NY 10022. As a result of this ownership, HRG may be deemed to control ~~Zap~~NZCH.~~Com.~~ Beneficial ownership information as of ~~the~~December ~~most~~31, ~~recent~~2016 ~~practicable date~~ regarding HRG’s outstanding common stock can be found in Amendment No.1 to HRG’s Annual Report on Form 10-K/A for the year ended September 30, 2016, filed with the SEC on January 27, 2017.

common stock can be found in Amendment No.1 to HRG’s Annual Report on Form 10-K/A for the year ended September 30, 2015, filed with the SEC on January 13, 2016.


(2)	The address of Messrs. Asali, Nicholson and McKeown is c/o HRG Group, Inc., 450 Park Avenue, 29th Floor, New York, NY 10022.

Item 13. Certain Relationships and Related Transactions, and Director Independence

RELATED PARTY TRANSACTIONS

Our Board has adopted a Statement of Policy with Respect to Related Party Transactions (the “Related Party Transactions Policy”). A “Related Party Transaction” is defined in the Related Party Transactions Policy as any financial transaction or any series of similar transactions in which we are a participant and in which a related person (i.e., a director, officer, beneficial owner of more than 5% of any class of our capital stock or a family member or controlling or controlled entity of the foregoing persons) has a direct or indirect interest, other than: (i) our payment of compensation to a related person for the related person’s service in the capacity that give rise to the person’s status as a “related person”; (ii) transactions available to all of our employees or all of our stockholders on the same terms; and (iii) transactions which, when aggregated with the amount of all other transactions between us and the related person, involve in a fiscal year the lesser of (a) $100,000 or (b) 1% of the average of our total assets at year-end for the last two completed fiscal years. Pursuant to the Related Party Transaction Policy, the Related Party Transaction proposed to be entered into must be reported to our Board for review. In reviewing and determining whether to approve a proposed Related Party Transaction presented to our Board, the disinterested members of our Board will analyze such factors as they deem appropriate. We may only enter into a Related Party Transaction upon approval by our Board. Our Board may delegate its authority to review and approve Related Party Transactions to the Audit Committee, if any, a special committee or other committee of the Board.

The Company’s only Related Party Transactions are its service relationship with HRG and a registration rights agreement. Since its inception, ~~Zap.Com~~NZCH has utilized the services of HRG’s management and staff under a shared services agreement that allocated these costs on a percentage of time basis. HRG has waived its rights under the shared services agreement to be reimbursed for these expenses through December 31, ~~2015~~2016. For Fiscal ~~2015~~2016 and ~~2014~~2015, approximately $3435,~~469~~262 and $3934,~~265~~469, respectively, was recorded as contributed capital for these services.

DIRECTOR INDEPENDENCE

Due to each of our directors’ positions with HRG, none of our current directors are independent directors.

Item 14. Principal Accounting Fees and Services

REPORT OF THE BOARD OF DIRECTORS ON AUDIT MATTERS

Our Board currently performs the functions of the audit committee, and there is no audit committee charter. The Board has determined that Mr. Nicholson qualifies as an “audit committee financial expert,” as defined by Item 407(d)(5)(ii) of Regulation S-K. Due to Mr. Nicholson’s position with HRG, he is not an independent director.

Management is responsible for our internal controls and the financial reporting process. Our independent registered public accounting firm, KPMG LLP (“KPMG”), is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards in the United States of America. The Board’s responsibility is to monitor and oversee these processes.

In this context, the Board has reviewed and discussed with management and KPMG the audited financial statements for Fiscal ~~2015~~2016. The Board has discussed with KPMG the matters that are required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees. In addition, KPMG has provided the Board with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Board concerning independence and the Board has discussed with KPMG their firm’s independence. The Board has concluded that KPMG’s provision of audit and non-audit services to the Company is compatible with KPMG’s independence.

In reliance on the reviews and discussions referred to above, the Board recommended that the audited financial statements for Fiscal ~~2015~~2016 be included in this Annual Report on Form 10-K.

THE BOARD OF DIRECTORS

Omar M. Asali, Chairman

George C. Nicholson

John McKeown

AUDITORS’ FEES

The Board engaged the independent registered public accounting firm of KPMG to audit the Company’s financial statements for the Company’s Fiscal ~~2015~~2016 and ~~2014~~2015. Audit fees include amounts for the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, including services related thereto such as tax services, attest services and consents.

Our Board is responsible for pre-approving all audit and permissible non-audit services provided by our independent registered public accounting firms, including KPMG, the Company’s current registered independent public accounting firm. In ~~2015~~2016 and ~~2014~~2015, the Company did not engage KPMG to provide any non-audit services. The Board expects that any pre-approval would generally be provided for up to one year and any pre-approval will be detailed as to the particular service or category of services and will generally be subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Board regarding the extent of services provided by the registered independent public accountants in accordance with this pre-approval and the fees for the services performed to date. The Board may also pre-approve particular services on a case-by-case basis.

The following table sets forth the professional fees we paid to our independent registered public accounting firm for professional services rendered for Fiscal ~~2015~~2016 and ~~2014~~2015:

	Fiscal
	2015		2014
	2016		2015
Audit fees	$	5540,000	$	5055,000
Audit-related fees	—		—
Tax fees	—		—
All other fees	—		—
Total fees	$	5540,000	$	5055,000

PART IV

Item 15. Exhibits, Financial Statements and Schedules

(a) List of Documents Filed:


(1)	Financial Statements

See Index to Financial Statements on Page F-1 following this Part IV.


(2)	Financial Statement Schedules

All schedules have been omitted since they are either not applicable or the information is contained within the accompanying financial statements.

(b) Exhibits:

Exhibit No.		Description of Exhibits
3.1		Restated Articles of Incorporation of Zap.Com Corporation (“Zap.Com”) (Incorporated herein by reference to Exhibit No. 3.1 to Zap.com’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed March 8, 2012 (File No. 0-27729.))
3.2		Amended and Restated By-laws of Zap.Com (Incorporated herein by reference to Exhibit No. 3.1 to Zap.Com’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 filed November 4, 2009 (File No. 0-27729.))
4.1		Specimen Stock Certificate (Incorporated herein by reference to Exhibit No. 4.1 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.1		Investment and Distribution Agreement between Zap.Com and Zapata Corporation (Incorporated herein by reference to Exhibit No. 10.1 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.2		Services Agreement between Zap.Com and Zapata Corporation (Incorporated herein by reference to Exhibit No. 10.2 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.3		Amended and Restated Tax Sharing and Indemnity Agreement between Zap.Com and Zapata Corporation (Incorporated herein by reference to Exhibit 10.3 to Zap.Com’s Annual Report on Form 10-K for the Year Ended December 31, 2007 as filed with the Securities and Exchange Commission on March 7, 2008 (File No. 000-27729.))
10.4		Form of Indemnification Agreement by and among Zapata Corporation and Zap.Com and the Directors or Officers of Zapata Corporation and Zap.Com (Incorporated herein by reference to Exhibit 10.1 to Zap.Com’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 filed November 4, 2009 (File No. 0-27729.))
10.5		Amended and Restated 1999 Long-Term Incentive Plan of Zap.Com (Incorporated herein by reference to Exhibit 4.2 to Zap.Com’s Annual Report on Form 10-K for the Year Ended December 31, 2005 as filed with the Securities and Exchange Commission on March 14, 2006 (File No. 000-27729.))
10.6		Registration Rights Agreement between Zap.Com and Zapata Corporation (Incorporated herein by reference to Exhibit No. 10.4 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
31.1*		Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document.
101.SCH**		XBRL Taxonomy Extension Schema Document.
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase.

Effective June 21, 2016, we changed our name from Zap.Com Corporation to NZCH Corporation.



Exhibit No.		Description of Exhibits
2.1		Agreement and Plan of Merger, dated as of June 21, 2016 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 22, 2016 (File No. 0-27729)).
3.1(a)		Restated Articles of Incorporation of NZCH Corporation, dated as of June 21, 2016 (incorporated herein by reference to Exhibit 3.1(a) to the Company’s Current Report on Form 8-K filed June 22, 2016 (File No. 0-27729.))
3.1(b)		Articles of Merger, dated as of June 21, 2016 (incorporated herein by reference to Exhibit 3.1(b) to the Company’s Current Report on Form 8-K filed June 22, 2016 (File No. 0-27729)).
3.2		Second Amended and Restated By-Laws of NZCH Corporation, dated as of June 28, 2016 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 28, 2016 (File No. 0-27729)).
4.1		Specimen Stock Certificate (incorporated herein by reference to Exhibit No. 4.1 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.1		Investment and Distribution Agreement between Zap.Com and Zapata Corporation (incorporated herein by reference to Exhibit No. 10.1 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.2		Services Agreement between Zap.Com and Zapata Corporation (incorporated herein by reference to Exhibit No. 10.2 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.3		Amended and Restated Tax Sharing and Indemnity Agreement between Zap.Com and Zapata Corporation (incorporated herein by reference to Exhibit 10.3 to Zap.Com’s Annual Report on Form 10-K for the Year Ended December 31, 2007 as filed with the Securities and Exchange Commission on March 7, 2008 (File No. 000-27729.))
10.4		Form of Indemnification Agreement by and among Zapata Corporation and Zap.Com and the Directors or Officers of Zapata Corporation and Zap.Com (incorporated herein by reference to Exhibit 10.1 to Zap.Com’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 filed November 4, 2009 (File No. 0-27729.))
10.5		Amended and Restated 1999 Long-Term Incentive Plan of Zap.Com (incorporated herein by reference to Exhibit 4.2 to Zap.Com’s Annual Report on Form 10-K for the Year Ended December 31, 2005 as filed with the Securities and Exchange Commission on March 14, 2006 (File No. 000-27729.))
10.6		Registration Rights Agreement between Zap.Com and Zapata Corporation (incorporated herein by reference to Exhibit No. 10.4 to Zap.Com’s Registration Statement on Form S-1 (File No. 333-76135) originally filed with the Securities and Exchange Commission on April 13, 1999, as amended.)
10.7		Agreement of Purchase and Sale, dated as of April 8, 2016, by and between Zap.Com Corporation and Intram Investment Co. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2016 (File No. 0-27729)).
31.1*		Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document.
101.SCH**		XBRL Taxonomy Extension Schema Document.
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase.

*Filed herewith

**Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
	NZCH CORPORATION(Registrant)
March 9, 2016	By:	/s/ GEORGE C. NICHOLSON
March 15, 2017	By:	/s/ GEORGE C. NICHOLSON
		(George C. Nicholson)
		Senior Vice President, Chief Accounting Officer and Acting Chief Financial Officer(on behalf of the Registrant and as Principal Financial Officer)
		Senior Vice President, Chief Accounting Officer and Chief Financial Officer(on behalf of the Registrant and as Principal Financial Officer)

Signature	Title	Date
/s/ OMAR M. ASALI(Omar M. Asali)	Chief Executive Officer, President (Principal Executive Officer) and Chairman of the Board of Directors	March 9, 2016
/s/ GEORGE C. NICHOLSON(George C. Nicholson)	Senior Vice President, Chief Accounting Officer, Acting Chief Financial Officer (Principal Financial Officer) and Director	March 9, 2016
/s/ JOHN MCKEOWN(John McKeown)	Senior Vice President,Treasurer and Director	March 9, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Signature	Title	Date

/s/ OMAR M. ASALI (Omar M. Asali)	Chief Executive Officer, President (Principal Executive Officer) and Chairman of the Board of Directors	March 15, 2017

/s/ GEORGE C. NICHOLSON (George C. Nicholson)	Senior Vice President, Chief Accounting Officer, Chief Financial Officer (Principal Financial Officer) and Director	March 15, 2017

/s/ JOHN MCKEOWN (John McKeown)	Senior Vice President, Treasurer and Director	March 15, 2017

~~ZAP.COM~~NZCH CORPORATION

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2015 and 2014		F-3
Balance Sheets as of December 31, 2016 and 2015		F-3
Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013		F-4
Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014		F-4
Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013		F-5
Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014		F-5
Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013		F-6
Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014		F-6
Notes to Financial Statements
(1) Business and Organization		F-7
(2) Significant Accounting Policies		F-7
(3) Income Taxes		F-8
(4) Stock Options and Stock Issuance Plans		F-8
(5) Commitments and Contingencies		F-9
(6) Related Party Transactions		F-9
(7) Quarterly Financial Information (Unaudited)		F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

~~Zap.Com~~NZCH Corporation:

We have audited the accompanying balance sheets of NZCH Corporation (formerly known as Zap.Com Corporation, (the “Company”) as of December 31, ~~2015~~2016 and ~~2014~~2015, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, ~~2015~~2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2015~~2016 and ~~2014~~2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2015~~2016, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

New York, New York

March 915, ~~2016~~ 2017

F-2

~~ZAP.COM~~NZCH CORPORATION

BALANCE SHEETS

	December 31,
	2015			2014
	2016			2015
ASSETS:
Current assets:
Cash	$	~~595~~840,~~514~~890		$	~~748~~595,~~913~~514
Prepaid expense	53,~~802~~772			—5,802
Total assets	$	~~601~~844,~~316~~662		$	~~748~~601,~~913~~316
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accrued liabilities	$	8,896		$	18,481
Accounts payable and other current liabilities	$	3,421		$	8,896
Payable to affiliate	~~5,802~~—			255,~~217~~802
Total liabilities	143,~~698~~421			4314,698
Commitments and contingencies (Note 5)
Stockholders’ equity (Note 4):
Preferred stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding	—			—
Common stock, $0.001 par value, 1,500,000,000 shares authorized; 50,004,474 shares issued and outstanding	50,004			50,004
Additional paid-in capital	11,~~119~~154,~~717~~979			11,~~085~~119,~~248~~717
Accumulated deficit	(10,~~583~~363,~~103~~742		)	(10,~~430~~583,~~037~~103		)
Total stockholders’ equity	~~586~~841,~~618~~241			~~705~~586,~~215~~618
Total liabilities and stockholders’ equity	$	~~601~~844,~~316~~662		$	~~748~~601,~~913~~316

See accompanying notes to financial statements.

F-3

~~ZAP.COM~~NZCH CORPORATION

STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2015			2014			2013
	2016			2015			2014
Revenues	$	—		$	—		$	—
Cost of revenues	—			—			—
Gross profit	—			—			—
Operating expenses:
General and administrative (Note 6)	~~153~~155,~~066~~639			~~154~~153,~~591~~066			~~168~~154,~~944~~591
Total operating expenses	~~153~~155,~~066~~639			~~154~~153,~~591~~066			~~168~~154,~~944~~591
Operating loss	(~~153~~155,~~066~~639		)	(~~154~~153,~~591~~066		)	(~~168~~154,~~944~~591		)
Loss before income taxes	(153,066		)	(154,591		)	(168,944		)
Gain on sale of domain names	375,000			—			—
Income (loss) before income taxes	219,361			(153,066		)	(154,591		)
Income taxes (Note 3)	—			—			—
Net loss	$	(153,066	)	$	(154,591	)	$	(168,944	)
Net income (loss)	$	219,361		$	(153,066	)	$	(154,591	)
Net loss per share — basic and diluted (Note 2)	$	—		$	—		$	—
Net income (loss) per share — basic and diluted (Note 2)	$	—		$	—		$	—
Weighted average common shares outstanding	50,004,474			50,004,474			50,004,474

See accompanying notes to financial statements.

F-4

~~ZAP.COM~~NZCH CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

				Additional					Total
	Common Stock			Paid In		Accumulated			Stockholders’
	Shares	Amount		Capital		Deficit			Equity
Balance, December 31, 2012	50,004,474	$	50,004	$	11,008,850	$	(10,106,502	)	$	952,352
Balance, December 31, 2013	50,004,474	$	50,004	$	11,045,983	$	(10,275,446	)	$	820,541
Contributed capital from
HRG Group, Inc. for unreimbursed management services and rent (Note 6)	—	—		37,133		—			37,133
Net loss	—	—		—		(168,944		)	(168,944		)
Balance, December 31, 2013	50,004,474	50,004		11,045,983		(10,275,446		)	820,541
Contributed capital from
HRG Group, Inc. for unreimbursed management services and rent (Note 6)	—	—		39,265		—			39,265
Net loss	—	—		—		(154,591		)	(154,591		)
Balance, December 31, 2014	50,004,474	50,004		11,085,248		(10,430,037		)	705,215
Contributed capital from									—
HRG Group, Inc. for unreimbursed management services and rent (Note 6)	—	—		34,469		—			34,469
Net loss	—	—		—		(153,066		)	(153,066		)
Balance, December 31, 2015	50,004,474	$50,004	~~50,004~~	$11,119,717	~~11,119,717~~	$(10,583,103	~~(10,583,103~~	)	$586,618	~~586,618~~
Contributed capital from									—
HRG Group, Inc. for unreimbursed management services and rent (Note 6)	—	—		35,262		—			35,262
Net income	—	—		—		219,361			219,361
Balance, December 31, 2016	50,004,474	$	50,004	$	11,154,979	$	(10,363,742	)	$	841,241

See accompanying notes to financial statements.

F-5

~~ZAP.COM~~NZCH CORPORATION

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2015			2014			2013
	2016			2015			2014
Cash flows from operating activities:
Net loss	$	(153,066	)	$	(154,591	)	$	(168,944	)
Net income (loss)	$	219,361		$	(153,066	)	$	(154,591	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Contributed capital from HRG Group, Inc. for unreimbursed management services and rent	3435,~~469~~262			3934,~~265~~469			3739,~~133~~265
Gain on sale of domain names	(375,000		)	—			—
Changes in operating assets and liabilities:
Prepaid expense	(52,~~802~~030		)	—(5,802		)	—
Accrued liabilities	(9,585		)	18,481			—
Accounts payable and other current liabilities	(5,475		)	(9,585		)	18,481
Payable to affiliates	(195,~~415~~802		)	20(19,~~467~~415		)	~~(15~~20,~~408~~467		)
Net change in cash due to operating activities	(~~153~~129,~~399~~624		)	(76153,~~378~~399		)	(~~147~~76,~~219~~378		)
Net change in cash	(153,399		)	(76,378		)	(147,219		)
Cash flows from investing activities:
Cash at beginning of year	748,913			825,291			972,510
Sale of domain names	375,000			—			—
Cash at end of year	$	595,514		$	748,913		$	825,291
Net change in cash due to investing activities	375,000			—			—
Net change in cash	245,376			(153,399		)	(76,378		)
Cash at beginning of year	595,514			748,913			825,291
Cash at end of year	$	840,890		$	595,514		$	748,913

See accompanying notes to financial statements.

F-6

~~ZAP.COM~~NZCH CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 1. Business and Organization

~~Zap.Com~~NZCH Corporation (“~~Zap.Com~~NZCH” or the “Company”, formerly Zap.Com Corporation) was formed for the purpose of creating and operating a global network of independently owned websites. ~~Presently,~~During the ~~Company~~fiscal ~~owns~~year ~~the~~ended ~~following~~December ~~domain names: betacenter.com~~31, ~~betaworld.com~~2016, ~~buybid.com,~~the ~~eatfood.com,~~Company ~~instantwinner.com,~~sold ~~netcentralbank.com,~~its ~~paranoid.com~~domain names, ~~thefed.net~~including ~~and~~the zap.com domain name.

HRG Group, Inc. (the Company’s “Principal Stockholder”~~, also formerly known as Harbinger Group Inc.~~) is the holder of approximately 9799.95% of ~~Zap.Com~~NZCH’s outstanding common stock and, prior to its reincorporation in December 2009, was named Zapata Corporation. ~~Zap.Com~~NZCH has no business operations other than complying with its reporting requirements under the Securities Exchange Act of 1934. ~~Zap.com~~NZCH may search for assets or businesses to acquire so that it may in the future become an operating company, or it may sell assets and/or liquidate our operations.

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

On June 21, 2016, the Company sold its domain names, including the Zap.Com domain name, to a third party for $375,000 (the “Domain Sale”). The Company recognized a gain on the Domain Sale for the fiscal year ended December 31, 2016. The Company will utilize net operating losses to offset the tax effects on the gain on the Domain Sale and there was a release of previously recorded valuation allowance on the Company’s deferred tax assets during the fiscal year ended December 31, 2016. Effective June 21, 2016, the Company also changed its name from Zap.Com Corporation to NZCH Corporation.

Note 2. Significant Accounting Policies

Unless otherwise noted on Part IV of this Form 10-K, “Fiscal ~~2015~~2016” refers to the fiscal year ended December 31, ~~2015~~2016, “Fiscal ~~2014~~2015” refers to the fiscal year ended December 31, ~~2014~~2015 and “Fiscal ~~2013~~2014” refers to the fiscal year ended December 31, ~~2013~~2014.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results reported in future periods could differ from these estimates. The Company’s significant estimates relate to the valuation allowance for its deferred income tax assets (see Note 3).

Income Taxes

The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of existing temporary differences between the financial reporting and tax-reporting bases of assets and liabilities, and net operating loss and tax credit carryforwards for tax purposes. The Company is included in its Principal Stockholder’s consolidated U.S. Federal income tax return. The Company’s income tax provision is calculated under the separate return method and allocated to the Company based on its stand-alone contribution of taxable income/loss to consolidated taxable income.

A valuation allowance is provided to reduce deferred income tax assets to a level which, more-likely-than-not, will be realized. Primary factors considered by management to determine the amount of the valuation allowance include the estimated taxable income for future years and the limitations on the use of such carryforwards and their expiration dates.

The Company also applies the accounting guidance for uncertain tax positions which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides information on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share has been computed by dividing the net loss by the weighted average number of shares of common stock outstanding.

Subsequent Events

The Company evaluated subsequent events through the date when the financial statements were issued. During this period, the Company did not have any material recognizable, or unrecognizable, subsequent events.

F-7

Note 3. Income Taxes

As a result of a full valuation allowance provided against deferred tax assets on net operating loss carryforwards, the Company has no resulting income tax benefits for Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014. The components of the Company’s deferred income tax assets and associated valuation allowance at December 31, ~~2015~~2016 and December 31, ~~2014~~2015 are as follows:

	December 31,
	2015			2014
	2016			2015
Deferred tax assets:
Net operating loss carryforwards	$	~~387~~310,~~640~~864		$	~~334~~387,~~067~~640
Total deferred tax assets	~~387~~310,~~640~~864			~~334~~387,~~067~~640
Less: valuation allowance	(~~387~~310,~~640~~864		)	(~~334~~387,~~067~~640		)
Net deferred income taxes	$	—		$	—

During the year ended December 31, 2016, the Company decreased its valuation allowance for deferred tax assets by $76,776 as a result of a corresponding reduction in NOLs. The Company believes sufficient uncertainty exists regarding the realizability of its deferred tax assets such that a full valuation allowance is required. As of December 31, ~~2015~~2016, the Company had approximately $1888,~~107,~~000 of net operating loss carryforwards which will start to expire in 2029. In the event there is another change of control in the ownership of the Company, as defined by the IRC, the annual utilization of the net operating losses could be further limited.

The Company did not have any unrecognized tax benefits related to uncertain tax positions as of December 31, ~~2015~~2016 or ~~2014~~2015. Future amounts of accrued interest and penalties, if any, related to uncertain tax positions would be recorded as a component of income tax expense. The Company does not expect that the amount of unrecognized tax benefits will change significantly in the next twelve months.

The Company has been, and expects to continue to be for the foreseeable future, a member of its Principal Stockholder’s consolidated tax group and is subject to Federal income tax examinations for years after ~~2010~~2012 and state and local income tax examinations for years after ~~2008~~2010. Although the Company has entered into a tax sharing and indemnity agreement with its Principal Stockholder, if the Principal Stockholder or members of its consolidated tax group (other than the Company) fail to pay tax liabilities arising prior to the time that the Company is no longer a member of its Principal Stockholder’s consolidated tax group, the Company could be required to make payments in respect of these tax liabilities and these payments could materially adversely affect its financial condition.

Note 4. Stock Options and Stock Issuance Plans

The Company’s 1999 Long-Term Incentive Plan (the “1999 Plan”) allows the Company to provide awards to existing and future officers, employees, consultants and directors of the Company from time to time. The 1999 Plan is intended to promote the long-term financial interests and growth of the Company by providing employees, officers, directors, and consultants of the Company with appropriate incentives and rewards to enter into and continue in the employment of, or relationship with, the Company and to acquire a proprietary interest in the long-term success of the Company.

Under the 1999 Plan, 3,000,000 shares of common stock are available for awards. As of December 31, ~~2015~~2016, there were 3,000,000 shares available for grant under the 1999 Plan. The 1999 Plan provides for the grant of any or all of the following types of awards: stock options, stock appreciation rights, stock awards, cash awards, or other rights or interests. Allocations of awards are made by the Company’s board of directors at its sole discretion within the provisions of the 1999 Plan. As of December 31, ~~2015~~2016 and ~~2014~~2015, there were no cash awards or other rights or interests outstanding under the 1999 Plan.

Stock appreciation rights are rights to receive, without payment to the Company, cash or shares of common stock with a value determined by reference to the difference between the exercise or strike price of the stock appreciation rights and the fair market value or other specified valuation of the shares at the time of exercise. Stock appreciation rights may be granted in tandem with stock options or separately.

Stock awards may consist of shares of common stock and may provide for voting rights and dividend equivalent rights. The Company may specify conditions for awards, including vesting service and performance conditions. Vesting conditions may include, without limitation, provision for acceleration in the case of a change-in-control of the Company, ~~vesting conditions~~ and performance conditions, including, without limitation, ~~performance~~ conditions based on achievement of specific business objectives, increases in specified indices and attaining specified growth measures or rates.

At December 31, ~~2015~~2016 and ~~2014~~2015, the Company had no stock-based compensation awards outstanding and therefore, no unrecognized compensation cost. The Company had no stock-based grants and no options exercised during Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014. As a result, there were no stock-based compensation costs recognized in the Company’s ~~statements~~Statements of ~~operations~~Operations for Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014.

F-8

Note 5. Commitments and Contingencies

The Company does not have any commitments or contingencies that it believes may be material to its financial statements.

Note 6. Related Party Transactions

Since its inception, the Company has utilized the services of the management and staff of its Principal Stockholder, under a shared services agreement that allocated these costs on a percentage of time basis. The Company also shares office space with its Principal Stockholder under such agreement. Through December 31, ~~2015~~2016, the Principal Stockholder has waived its rights under the shared services agreement to be reimbursed with cash for these costs, however the Company settled the obligation through a deemed contribution of capital. The Company recorded $3435,~~469~~262, $3934,~~265~~469, and $3739,~~133~~265 as contributed capital for such services for Fiscal ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, respectively. The Company believes these allocations were made on a reasonable basis; however, they do not necessarily represent the costs that would have been incurred by the Company on a stand-alone basis.

~~During~~The ~~the year, the~~ Company’s Principal Stockholder ~~paid~~pays certain filing related expenses on behalf of the ~~company~~Company. The payable to affiliate for such expenses at December 31, 2015 ~~and 2014~~ was $5,802 ~~and $25,217, respectively~~.

Note 7. Quarterly Financial Information (Unaudited - See Accompanying Accountants’ Report)

	Quarter Ended
	March 31,2016			June 30,2016			September 30,2016			December 31,2016
Revenues	$	—		$	—		$	—		$	—
Gross profit	—			—			—			—
Operating loss	(69,131		)	(39,912		)	(19,943		)	(26,653		)
Net (loss) income	(69,131		)	335,088			(19,943		)	(26,653		)
Net (loss) income per share - basic and diluted	—			—			—			—
	Quarter Ended
	March 31,2015			June 30,2015			September 30,2015			December 31,2015
Revenues	$	—		$	—		$	—		$	—
Gross profit	—			—			—			—
Operating loss	(68,681		)	(31,079		)	(28,962		)	(24,344		)
Net loss	(68,681		)	(31,079		)	(28,962		)	(24,344		)
Net loss per share - basic and diluted	—			—			—			—
	Quarter Ended
	March 31,2014			June 30,2014			September 30,2014			December 31,2014
Revenues	$	—		$	—		$	—		$	—
Gross profit	—			—			—			—
Operating loss	(54,768		)	(29,364		)	(27,136		)	(43,323		)
Net loss	(54,768		)	(29,364		)	(27,136		)	(43,323		)
Net loss per share - basic and diluted	—			—			—			—

F-9

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

Filing Compare · NZCH Corp