1083243--3/9/2010--ZAP_COM

related topics

{stock, price, share}

{interest, director, officer}

{stock, price, operating}

{provision, law, control}

{acquisition, growth, future}

{tax, income, asset}

If an acquisition or business combination is consummated, stockholders will likely not know its structure in advance and will likely suffer dilution. The Company is categorized as a shell company as that term is used in the Commission s rules. Management devotes insignificant time to activities of the Company. Zap.Com s officers and our Principal Stockholder may have conflicts of interest. There is significant competition for acquisition candidates. There is no assurance of a continued public trading market for our stock and being a low priced security may affect the market value of our stock. Our Principal Stockholder controls us and the presence of interlocking directors and officers create potential conflicts of interest and could prevent a change of control. We may have liabilities as a member of our Principal Stockholder s consolidated tax group. 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. Our anti-takeover provisions in our corporate documents may have an adverse effect on the market price of our common stock.

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1083243--3/9/2010--ZAP_COM_CORP