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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On May 5, 2014, management of Zoom Technologies, Inc. (the "Company"), as authorized by the Audit Committee of the Board of
Directors of the Company, concluded that the consolidated balance sheet and related consolidated statements of operations, comprehensive income/(loss),
stockholders' equity and cash flows included in its Annual Report on Form 10-K, filed on April 15, 2013 (the "2012 Financials") will need
to be restated as a result of the Company's erroneous application of the consolidation method of accounting for its former 50.1% equity interest investment in
Portables Unlimited, LLC ("Portables"). The previously filed financial statements listed above should no longer be relied upon. The Company has
discussed with its independent registered accounting firm, Marcum Bernstein & Pinchuk LLP ("Marcum"), regarding this issue.
As previously reported on a Current Report on Form 8-K filed on April 18, 2014 (the "April 18 8-K"), the Company's
management determined that the Company's former investment in Portables was incorrectly accounted for in the 2012 Financials by using the consolidation
method and should instead have been accounted for using the equity method. The error resulted in an overstatement of the total assets, total liabilities, net
revenues, cost of sales, operating expenses, and operating income in the previously filed consolidated financial statements. The Company did not demonstrate that
it had a controlling interest over the investment, but rather, the Company only exercised substantive participating rights; accordingly, the Company should have
used the equity method of accounting to account for its former investment in Portables.
Since the filing of the April 18 8-K, management has further determined that although net loss and related loss per share for the year ended
December 31, 2012 would be unaffected by such changes, the effect of the corrections on other line items were material, on an individual line item basis, to the
Company's previously reported financial statements. As a result, the Company intends to restate the 2012 Financials in its upcoming Annual Report on Form 10-K
for the fiscal year ended December 31, 2013 (the "2013 Annual Report"). Additionally, Marcum's audit report for the fiscal year ended December 31,
2013, to be included in the 2013 Annual Report, will reflect the restatement of the 2012 Financials.
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.
Date: May 8, 2014
By: /s/ Patrick Wong
Chief Financial Officer and Secretary