Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 13, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Common Stock, Shares Outstanding | 50,004,474 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ZPCM | ||
Entity Registrant Name | NZCH Corporation | ||
Entity Central Index Key | 1,083,243 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 113,544 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents, at Carrying Value | $ 840,890 | $ 595,514 |
Prepaid Expense, Current | 3,772 | 5,802 |
Assets | 844,662 | 601,316 |
Accounts Payable and Other Accrued Liabilities, Current | 3,421 | 8,896 |
Due to Affiliate | 0 | 5,802 |
Liabilities | 3,421 | 14,698 |
Commitments and Contingencies | ||
Common Stock, Value, Issued | 50,004 | 50,004 |
Additional Paid in Capital | 11,154,979 | 11,119,717 |
Retained Earnings (Accumulated Deficit) | (10,363,742) | (10,583,103) |
Stockholders' Equity Attributable to Parent | 841,241 | 586,618 |
Liabilities and Equity | $ 844,662 | $ 601,316 |
Balance Sheet (Parenthetical) (
Balance Sheet (Parenthetical) (Parentheticals) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Par value | $ 0.01 | |
Authorized | 150,000,000 | |
Issued | 0 | 0 |
Outstanding | 0 | 0 |
Par value | $ 0.001 | |
Authorized | 1,500,000,000 | |
Common Stock, Shares, Issued | 50,004,474 | 50,004,474 |
Outstanding | 50,004,474 | 50,004,474 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Document Fiscal Year Focus | 2,016 | ||
Revenues | $ 0 | $ 0 | $ 0 |
Cost of Revenue | 0 | 0 | 0 |
Gross Profit | 0 | 0 | 0 |
General and Administrative Expense | 155,639 | 153,066 | 154,591 |
Operating Expenses | 155,639 | 153,066 | 154,591 |
Operating Income (Loss) | (155,639) | (153,066) | (154,591) |
Other Nonoperating Income | 375,000 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 219,361 | (153,066) | (154,591) |
Income Tax Expense (Benefit) | 0 | 0 | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 219,361 | $ (153,066) | $ (154,591) |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 50,004,474 | 50,004,474 | 50,004,474 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Common Stock, Shares, Issued | 50,004,474 | 50,004,474 | ||
Common Stock, Value, Issued | $ 50,004 | |||
Additional Paid in Capital | $ 11,045,983 | |||
Retained Earnings (Accumulated Deficit) | $ (10,275,446) | |||
Stockholders' Equity Attributable to Parent | $ 820,541 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (154,591) | |||
Contributed capital from Harbinger Group Inc. for unreimbursed management services | $ 39,265 | |||
Common Stock, Shares, Issued | 50,004,474 | 50,004,474 | ||
Common Stock, Value, Issued | $ 50,004 | |||
Additional Paid in Capital | 11,085,248 | |||
Retained Earnings (Accumulated Deficit) | (10,430,037) | |||
Stockholders' Equity Attributable to Parent | $ 705,215 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (153,066) | |||
Contributed capital from Harbinger Group Inc. for unreimbursed management services | 34,469 | |||
Common Stock, Shares, Issued | 50,004,474 | |||
Common Stock, Value, Issued | 50,004 | $ 50,004 | ||
Additional Paid in Capital | 11,119,717 | 11,119,717 | ||
Retained Earnings (Accumulated Deficit) | (10,583,103) | (10,583,103) | ||
Stockholders' Equity Attributable to Parent | 586,618 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 219,361 | |||
Contributed capital from Harbinger Group Inc. for unreimbursed management services | 35,262 | |||
Common Stock, Shares, Issued | 50,004,474 | |||
Common Stock, Value, Issued | 50,004 | $ 50,004 | ||
Additional Paid in Capital | 11,154,979 | $ 11,154,979 | ||
Retained Earnings (Accumulated Deficit) | (10,363,742) | $ (10,363,742) | ||
Stockholders' Equity Attributable to Parent | $ 841,241 |
Statements of Cash Flows
Statements of Cash Flows | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Document Fiscal Year Focus | 2,016 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 219,361 | $ (153,066) | $ (154,591) |
Contributed capital from Harbinger Group Inc. for unreimbursed management services | 35,262 | 34,469 | 39,265 |
Gain (Loss) on Disposition of Intangible Assets | (375,000) | 0 | 0 |
Increase (Decrease) in Prepaid Expense | 2,030 | (5,802) | 0 |
Increase (Decrease) in Accounts Payable, Related Parties | (5,802) | (19,415) | 20,467 |
Net Cash Provided by (Used in) Operating Activities | (129,624) | (153,399) | (76,378) |
Proceeds from Sale of Intangible Assets | 375,000 | 0 | 0 |
Cash and Cash Equivalents, Period Increase (Decrease) | 245,376 | (153,399) | (76,378) |
Cash and Cash Equivalents, at Carrying Value | 840,890 | 595,514 | 748,913 |
Increase (Decrease) in Accounts Payable | (5,475) | (9,585) | 18,481 |
Net Cash Provided by (Used in) Investing Activities | $ 375,000 | $ 0 | $ 0 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2016 | |
Business and Organization [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Business and Organization NZCH Corporation (“NZCH” or the “Company”, formerly Zap.Com Corporation) was formed for the purpose of creating and operating a global network of independently owned websites. During the fiscal year ended December 31, 2016 , the Company sold its domain names, including the zap.com domain name. HRG Group, Inc. (the Company’s “Principal Stockholder”) is the holder of approximately 99.5% of NZCH’s outstanding common stock and, prior to its reincorporation in December 2009, was named Zapata Corporation. NZCH has no business operations other than complying with its reporting requirements under the Securities Exchange Act of 1934. 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 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Significant Accounting Policies Unless otherwise noted on Part IV of this Form 10-K, “Fiscal 2016 ” refers to the fiscal year ended December 31, 2016 , “Fiscal 2015 ” refers to the fiscal year ended December 31, 2015 and “Fiscal 2014 ” refers to the fiscal year ended December 31, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | 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 2016 , 2015 and 2014 . The components of the Company’s deferred income tax assets and associated valuation allowance at December 31, 2016 and December 31, 2015 are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 310,864 $ 387,640 Total deferred tax assets 310,864 387,640 Less: valuation allowance (310,864 ) (387,640 ) 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, 2016 , the Company had approximately $888,000 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, 2016 or 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 2012 and state and local income tax examinations for years after 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. |
Stock Options and Stock Issuanc
Stock Options and Stock Issuance Plans | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options and Stock Issuance Plans [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 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, 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, 2016 and 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, and performance conditions, including, without limitation, conditions based on achievement of specific business objectives, increases in specified indices and attaining specified growth measures or rates. At December 31, 2016 and 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 2016 , 2015 and 2014 . As a result, there were no stock-based compensation costs recognized in the Company’s Statements of Operations for Fiscal 2016 , 2015 and 2014 . |
Committment and Contingencies
Committment and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies The Company does not have any commitments or contingencies that it believes may be material to its financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 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, 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 $35,262 , $34,469 , and $39,265 as contributed capital for such services for Fiscal 2016 , 2015 and 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. The Company’s Principal Stockholder pays certain filing related expenses on behalf of the Company. The payable to affiliate for such expenses at December 31, 2015 was $5,802 . |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | 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, June 30, September 30, December 31, 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 — — — — |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | 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 Tax, Policy [Policy Text Block] | 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. |
Earnings Per Share, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Components of deferred income tax assets and associated valuation allowance [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred income tax assets and associated valuation allowance at December 31, 2016 and December 31, 2015 are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 310,864 $ 387,640 Total deferred tax assets 310,864 387,640 Less: valuation allowance (310,864 ) (387,640 ) Net deferred income taxes $ — $ — |
Business and Organization (Deta
Business and Organization (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basis and Organization [Abstract] | |||
Proceeds from Sale of Intangible Assets | $ 375,000 | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2016USD ($) |
Income Taxes [Abstract] | |
Operating Loss Carryforwards | $ 888,000 |
Income Taxes Schedule of Deferr
Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance [Line Items] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | $ (76,776) | |
Operating Loss Carryforwards | 888,000 | |
Deferred Tax Assets, Gross | 310,864 | $ 387,640 |
Deferred Tax Assets, Valuation Allowance | (310,864) | (387,640) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Stock Options and Stock Issua19
Stock Options and Stock Issuance Plans (Details) | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due to Affiliate | $ 0 | $ 5,802 | |
Contributed capital from Harbinger Group Inc. for unreimbursed management services | $ 35,262 | $ 34,469 | $ 39,265 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Gross Profit | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Operating Income (Loss) | (19,943) | (39,912) | (69,131) | (24,344) | (28,962) | (31,079) | (68,681) | (155,639) | (153,066) | (154,591) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (26,653) | $ (19,943) | $ 335,088 | $ (69,131) | $ (24,344) | $ (28,962) | $ (31,079) | $ (68,681) | $ 219,361 | $ (153,066) | $ (154,591) |
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |