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) July 30, 2008

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):

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

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

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

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

Item 2.02Results of Operations and Financial Condition

On July 30, 2008, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference.    The information furnished in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.     Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number	Exhibit Description
99.1	Press release dated July 30, 2008 of Zoom Technologies, Inc. announcing its financial results for the second quarter ended June 30, 2008.

2

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: July 30, 2008	ZOOM TECHNOLOGIES, INC.
	By:	/s/ Robert A. Crist
	Robert A. Crist, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press release dated July 30, 2008 of Zoom Technologies, Inc. announcing its financial results for the second quarter ended June 30, 2008.

EX-99.1

Exhibit 99.1

Zoom Technologies Reports Results for the Second Quarter of 2008

Boston, MA, July 30, 2008 –Zoom Technologies, Inc. (NASDAQ: ZOOM), a leading manufacturer of modems and other communication products, today reported net sales of $4.1 million for its second quarter ended June 30, 2008, up 13.4% from $3.6 million for its first quarter ended March 31, 2008 and down 6.5% from $4.3 million for the second quarter of 2007. Zoom reported a net loss of $0.8 million or $0.09 per share for Q2 2008 compared to a net loss of $0.9 million or $0.10 per share for Q1 2008 and a net loss of $1.3 million or $0.14 per share for Q2 2007.

Gross profit was $0.9 million or 22.6% of net sales in Q2 2008, up from $0.7 million or 20.2% of net sales in Q1 2008 and up from $0.5 million or 10.8% in Q2 2007. The increase in gross profit compared to Q1 2008 was primarily due to higher sales. The increase in gross profit compared to Q2 2007 in spite of lower sales was primarily due to reduced product returns and resulting favorable adjustments to return reserves.

Operating expenses were $1.8 million or 45.5% of net sales in Q2 2008, versus $1.8 million or 49.0% in Q1 2008 and $2.0 million or 45.5% of net sales in Q2 2007. Operating expenses in Q2 2008 were lower than Q2 2007 in every major expense category - Selling, G&A and R&D.

Zoom’s cash balance on June 30, 2008 was $3.0 million, down from $3.6 million on December 31, 2007. This change was primarily due to Zoom’s loss, a $0.3 million investment in RedMoon Inc., and a $0.4 million reduction in accounts payable and accrued expenses, partially offset by a $1.3 million decrease in inventory and a $0.4 million decrease in accounts receivable. Zoom’s current ratio was 3.4 on June 30, 2008. Zoom has no long-term debt.

“In trying to return to profitability, Zoom will continue to try to grow its revenues through new customers and new products,” said Frank Manning, Zoom’s President and CEO. “We recently added Wal-Mart and Costco as important new customers. We were also selected for the first phase of a proprietary product development program with significant upside potential this year and beyond. We began sampling the X6v, an ADSL wireless-G router with built-in VoIP, and we have substantial customer interest in this product. We continued to invest in product development for exciting new Global Village phone services that we expect to launch in Q3 2008. China remains an important focus for us, and we are in discussions with China-based partners who may help us to expand Zoom’s sales in China. In addition, as noted last quarter, we have hired an investment banker in China and we continue to look seriously at strategic alternatives.”

Zoom has scheduled a conference call at 10:00 a.m. Eastern Time. You may access the conference call by dialing (866) 393-7958 for calls made within the United States and (706) 643-5255 for calls made from outside the United States. The conference ID is 57602252. The call will also be simulcast to stock analysts and other interested parties on Zoom’s website, www.zoom.com/Q2, and to other financial and investor-oriented websites via the CCBN/StreetEvents network. Shortly after the conference call, a recording of the call will be available on Zoom’s website. For additional information, please contact Investor Relations, Zoom Technologies, 207 South Street, Boston, MA 02111, telephone (617) 423-1072, email investor@zoom.com, or visit Zoom’s website at www.zoom.com.

About Zoom Technologies

Zoom Technologies, Inc. designs, produces, markets, and supports communication products under the Zoom, Hayes^®, and Global Village^® brands. Zoom is headquartered in Boston, and its European sales and support center is in the UK. Zoom markets its products in over forty countries, and provides multi-lingual support from its offices in Boston, Florida, and the UK. For more information about Zoom and its products, please see www.zoom.com.

###

Forward Looking Statements

This release contains forward-looking information relating to Zoom’s plans, expectations, and intentions, including statements relating to Zoom’s new products and exploration of strategic alternatives Actual results may be materially different from expectations as a result of known and unknown risks, including: the need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping capabilities in Mexico; Zoom’s reliance on an outsourcing partner to conduct production operations in Mexico; Zoom’s dependence on key employees; the uncertainty of future demand from any specific customer or for all of Zoom’s customers as a group; Zoom’s reliance on a relatively limited number of customers for sale of its products; Zoom’s reliance on international sales; the uncertainty of the regulatory environment for Zoom’s products; uncertainty of new product development and introduction, including budget overruns, project delays, and the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; Zoom’s dependence on one or a limited number of suppliers for certain key components; rapid technological change; competition; factors affecting Zoom’s liquidity; and other risks set forth in Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

ZOOM TECHNOLOGIES, INC.

Consolidated Balance Sheets

In thousands

(Unaudited)

	6/30/08			12/31/07
ASSETS
Current assets:
Cash	$	2,988		$	3,648
Accounts receivable, net		1,737			2,129
Inventories		3,171			4,452
Prepaid expenses and other		287			336
Total current assets		8,183			10,565
Property and equipment, net		143			172
Investment		1,504			1,179
Total assets	$	9,830		$	11,916
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,724		$	2,079
Accrued expenses		519			415
Deferred gain on sale of real estate – current portion		149			341
Total current liabilities		2,392			2,835
Deferred gain on sale of real estate - long-term portion		-			-
Total liabilities		2,392			2,835
Stockholders’ equity:
Common stock and additional paid-in capital		31,716			31,601
Treasury stock		(7	)		(7	)
Accumulated other comprehensive income (loss)		585			587
Retained earnings (accumulated deficit)		(24,856	)		(23,100	)
Total stockholders’ equity		7,438			9,081
Total liabilities & stockholders’ equity	$	9,830		$	11,916

ZOOM TECHNOLOGIES, INC.

Consolidated Statements of Operations

In thousands, except for per share data

(Unaudited) 

	Three Months Ended						Six Months Ended
	6/30/08			6/30/07			6/30/08			6/30/07
Net sales	$	4,061		$	4,342		$	7,642		$	9,096
Cost of goods sold		3,143			3,871			6,000			7,506
Gross profit		918			471			1,642			1,590
Operating expenses:
Selling		822			878			1,562			1,772
General and administrative		589			607			1,137			1,245
Research and development		436			491			903			982
Total Operating Expenses		1,847			1,976			3,602			3,999
Operating profit (loss) before building sale		(929	)		(1,505	)		(1,960	)		(2,409	)
Gain on sale of real estate		96			96			192			192
Operating profit (loss)		(833	)		(1,409	)		(1,768	)		(2,217	)
Other income (expense), net		—			70			13			128
Income (loss) before income taxes		(833	)		(1,339	)		(1,755	)		(2,089	)
Income tax expense (benefit)		—			—			—			—
Net income (loss)	$	(833	)	$	(1,339	)	$	(1,755	)	$	(2,089	)
Basic and diluted earnings (loss) per share:
Earnings (loss) per share	$	(0.09	)	$	(0.14	)	$	(0.19	)	$	(0.22	)
Weighted average number of shares outstanding:
Basis and Diluted		9,347			9,347			9,347			9,347