8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 14, 2006

Zoom Technologies, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-18672	51-0448969
(Commission File Number)	(I.R.S. Employer Identification No.)
207 South Street, Boston, MA	02111
(Address of Principal Executive Offices)	(Zip Code)

(617) 423-1072

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Effective August 14, 2006, Zoom Technologies, Inc. (the “Company”) agreed to pay specified lease expenses pursuant to a lease arrangement between the Company’s business processing outsourcing partner and a third party for a 35,575 square foot manufacturing and warehouse facility located in Tijuana, Mexico. The initial term of this lease arrangement extends through May 31, 2007, and will automatically extend for up to five additional two year periods, unless earlier terminated. The monthly rent for the initial term is approximately $14,500, subject to increases for changes in the consumer price index for subsequent terms. The agreement to pay the lease expenses of this lease arrangement was made in connection with the Company’s previously announced move of most of its manufacturing operations to Mexico, which is expected to occur on approximately September 1, 2006. Most of the Company’s manufacturing operations will be conducted at the facility subject to the lease arrangement.

In connection with the move of most of its manufacturing operations to Mexico, the Company will rely on a business processing outsourcing partner to hire, subject to the Company’s oversight, the production team for the Company’s manufacturing operation, provide the selected facility described above, and coordinate some of the start-up and ongoing manufacturing logistics relating to Mexico. The Company’s outsourcing partner’s related functions include acquiring the necessary Mexican permits, providing the appropriate Mexican operating entity, assisting in customs clearances, and providing other general assistance and administrative services in connection with the start-up and ongoing operation of the Mexican facility.

A copy of the Company’s agreement in connection with the lease arrangement described above is filed as Exhibit 10.1 to the Current Report on Form 8-K, and is incorporated herein by this reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	Letter agreement dated August 4, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 16, 2006	ZOOM TECHNOLOGIES, INC.
	By:/s/    Robert A. Crist
	Robert A. Crist, Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Description
10.1	Letter agreement dated August 4, 2006.

EX-10.1

910 Camino Del Mar, Suite F

Del Mar, CA 92014

Phone: (858) 794-7947, Fax: (858) 794-7948

MEMORANDUM

TO:	Frank Manning
FROM:	Rick Jaime
DATE:	August 4, 2006
SUBJECT:	Centro Industrial Los Pinos Blding #62

When countersigned by you, this memo shall confirm that Zoom has selected the property known as building #62 in the Limon III Industrial Park (address; Nave 62, Av. Ferrocarril Km 14.5 Fracc. Los Pinos, Tijuana B.C.)for its Facility in connection with the relationship between Zoom and North American Production Sharing Inc., based on the terms below. Additionally, Zoom has reviewed the lease North American has in place for the selected facility and approves of such lease. Zoom will assume all financial liability associated with the lease based on the following:

The terms of the lease are as follows:

· Rent start date will be October 1, 2006

· Zoom shall have immediate access to the building

· Monthly rent amount, starting two months after lease signature date = USD$14,415.18 (35,575 sq. ft X .41 price per sq foot = 14,415.18)

· Monthly Guard/maint. service 35,575 sq. ft. X .01 = $355.75 US

· Monthly rent/Service Total$14,770.93 US

· Zoom will pay for full risk building insurance as specified in lease. Zoom understands that this is currently available through North American for a cost of $9137.l7 dollars per year covering the following concepts: Fire building : $496,000 dollars Earthquake building: $446,400 dollars Hydrometeorology risks building: $446,400 dollars Fire contents: $2,500,000 dollars Earthquake contents: $2,250,000 dollars_ Hydrometeorology risks contents: $2,250,000 dollars Debris removal: $299,600 dollars General liability: $200,000 dollars Theft with violence: $50,000 dollars.

· Initial lease term to be from October 1, 2006 to May 1, 2007, with five two year options thereafter.

· CPI will be added to initial lease rate each year starting May 1, 2007 with cap of 5%

· Building will be furnished with 500 KVA of power located outside adjacent building.

· Building will come with miscellaneous improvements as observed by Zoom however improvements shall remain with building.

· North American will make best efforts to facilitate a sublease of approximately 5,000 square feet of Zoom’s Facility to another North American client. However client shall maintain financial responsibility for the Facility.

· North American understands that Zoom has no obligation under this letter until Zoom sees a written grant of permission from Alberto Limon Padillo for Zoom to use the premises for Zoom’s purposes and not for the purposes of the original lease.

· North American understands that Zoom has no obligation under this letter until Zoom sees a written grant of permission from Alberto Limon Padillo for Zoom to sublease approximately 5,000 square feet of space to the North American client we’ve discussed.

Please countersign this letter below as acceptance to the Agreement contained herein.

ZOOM by:

/s/ Frank B. Manning

Frank Manning

President/CEO