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) February 11, 2004

                             Zoom Technologies, Inc.
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             (Exact Name Of Registrant As Specified In Its Charter)

                                    Delaware
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                 (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)


Item 7. Financial Statements and Exhibits.
       (c) Exhibits.

Exhibit Number       Description
--------------       -----------
    99.1             Press release dated February 11, 2004 of Zoom Technologies,
                     Inc. (the "Company") announcing  its financial  results for
                     the fourth quarter ended December 31, 2003.

Item 12.  Results of operations and financial condition.

     On February 11, 2004,  the Company  issued a press release  announcing  its
financial  results for the fourth quarter ended December 31, 2003. 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 12 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.







                                    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: February 11, 2004            ZOOM TECHNOLOGIES, INC.



                                    By:    /s/ Robert A. Crist
                                        --------------------------
                                            Robert A. Crist, Chief
                                            Financial Officer



                                  EXHIBIT INDEX

Exhibit Number       Description
--------------       -----------
    99.1             Press release dated February 11, 2004 of Zoom Technologies,
                     Inc. (the "Company") announcing  its financial  results for
                     the fourth quarter ended December 31, 2003.




                                  EXHIBIT 99.1

Zoom Technologies Reports Higher Sales and Profit for the Fourth Quarter of 2003
--------------------------------------------------------------------------------

     Boston,  February  11, 2004 -Zoom  Technologies,  Inc.  (NASDAQ:  ZOOM),  a
leading  manufacturer  of modems and other data  communication  products,  today
reported  net income of $757  thousand or $.09 per diluted  share for its fourth
quarter ending  December 31, 2003, a positive  income swing of $1.3 million from
Zoom's net loss of $529 thousand or $.07 per diluted share in the fourth quarter
of 2002.

     Zoom's net sales were $9.2 million for the fourth quarter of 2003, up 11.5%
from $8.2  million for the fourth  quarter of 2002,  due  primarily  to dramatic
growth in ADSL modem sales.

     Zoom's  net loss for the year 2003 was $668  thousand  or $.08 per  diluted
share on sales of $33.3 million,  compared to a net loss of $5.1 million or $.65
per diluted  share on sales of $37.3 million for 2002.  Zoom incurred  losses in
the first two  quarters  of 2003,  and then  became  profitable  in the last two
quarters of 2003 as ADSL modem sales grew and Zoom's costs declined.

     Gross profit was $3.4  million or 36.6% of net sales in the fourth  quarter
of 2003 compared to $2.4 million or 29.1% of net sales in the fourth  quarter of
2002. The improved  gross profit  dollars and  percentage  reflect the impact of
product cost  improvements  and the increased dollar value of European sales due
to the strength of the euro and the pound.

     Operating  expenses  were $2.6  million or 28.6% of net sales in the fourth
quarter  of 2003  compared  to $2.9  million or 35.2% of net sales in the fourth
quarter of 2002.  The decline in operating  expenses was  primarily due to lower
employee-related  operating expenses as Zoom's worldwide  headcount dropped from
185 to 159 from December 31, 2002 to December 31, 2003.

     Zoom's cash  balance on December  31, 2003 was $9.9  million,  up from $7.6
million on December 31, 2002. On December 31, 2003 Zoom's current ratio was 5.6.

     "We are  particularly  encouraged by the growth of our ADSL modem business,
which has increased for 8 straight  quarters,  more than quadrupling in revenues
to $2.2 million from Q4 2002 to Q4 2003," said Frank Manning,  Zoom's  President
and CEO.  "Europe is  particularly  strong for us, and we are also  seeing  good
growth in the US and Asia.  Our DSL  customers now include  European  retailers,
Internet Service Providers,  and even telephone operating companies.  We plan to
extend our ADSL product line to include  wireless  networking and Voice over IP.
While we are  encouraged by our progress in the ADSL modem  market,  the overall
market for dial-up modems sold by retailers,  an important part of our business,
has continued to decline."

     "We are focusing our  development  efforts  primarily in the ADSL,  dial-up
modem,  dialer,  and Voice over IP areas,  with exciting  product  introductions
planned  throughout  2004. We also remain committed to our other Internet access
product lines, including cable modems."

     "Overall our business has been  running  efficiently.  Operating  costs are
down,  inventory  turns are up,  receivables  collections are good, and our cash
position is strong."

Zoom has scheduled a Q4 2003  earnings  conference  call for Wednesday  February
11th at 5:00 p.m.  Eastern Time. You may access the  conference  call by dialing
(800)  915-4836  for calls  made  within the United  States  and  dialing  (973)
317-5319 for calls outside the United States. The call will also be simulcast to
stock analysts and other interested parties on Zoom's website  (www.zoom.com/Q4)
and other financial and  investor-oriented  websites via the CCBN / StreetEvents
network.  Shortly  after the  conference  call,  a  recorded  broadcast  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.

This release  contains  forward-looking  information  relating to Zoom's  plans,
expectations and intentions,  including  statements relating to Zoom's plans for
developing  and  introducing  products,  Zoom's growth and success in ADSL modem
sales,  Zoom's ADSL  prospects  and momentum.  Actual  results may be materially
different  from  those  expectations  as a result  of known and  unknown  risks,
including Zoom's potential  future losses;  Zoom's ability to obtain  additional
financing  for  working  capital and other  purposes;  Zoom's  prospects  in the
dial-up modem market,  which has the potential for reduced sales, lower margins,
and less favorable  selling terms; the uncertainty of market growth of cable and
ADSL modem markets,  and the uncertainty of Zoom's ability to more  successfully
penetrate those markets,  which have been  challenging  markets with significant
barriers  to  entry;   Zoom's  ability  to  effectively  manage  its  inventory;
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,  and other
delays in shipments of products; Zoom's dependence on one or a limited number of
suppliers for certain key components;  rapid technological change;  competition;
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
                                   (Audited)

                                                     Dec 31,            Dec 31,
                                                      2003               2002
--------------------------------------------------------------------------------
                                                                  

Assets

Current assets:

        Cash                                          $ 9,904           $ 7,612
        Accounts receivable, net                        3,945             3,714
        Inventories, net                                4,771             6,783
        Prepaid expenses and other                        435             1,038
--------------------------------------------------------------------------------

               Total current assets                    19,055            19,147

Property and equipment, net                             2,919             3,486

--------------------------------------------------------------------------------
               Total assets                           $21,974           $22,633
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

        Accounts payable                              $ 2,172           $ 2,407
        Accrued expenses                                1,012             1,207
        Current portion of long-term debt                 224               192
--------------------------------------------------------------------------------
               Total current liabilities                3,408             3,806

        Long-term debt                                  5,096             5,342
--------------------------------------------------------------------------------
               Total liabilities                        8,504             9,148
--------------------------------------------------------------------------------
Stockholders' equity:

        Common stock and additional paid-in capital    28,581            28,245
        Treasury stock                                     (7)               (2)
        Retained earnings (deficit) and
         foreign currency translation                 (15,104)          (14,758)
--------------------------------------------------------------------------------
               Total stockholders' equity              13,470            13,485
--------------------------------------------------------------------------------
               Total liabilities &
               Stockholders' equity                   $21,974           $22,633
--------------------------------------------------------------------------------





                                  ZOOM TECHNOLOGIES, INC.
                          Consolidated Statements of Operations
                            In thousands,except per share data
                                       (Audited)

                                                   Three Months Ending          Years Ending
                                                 ----------------------     -------------------
                                                12/31/03       12/31/02     12/31/03   12/31/02
-----------------------------------------------------------------------------------------------
                                                                            
Net sales                                         $9,157       $ 8,215       $33,335    $37,274
Cost of goods sold                                 5,804         5,822        23,120     27,937
-----------------------------------------------------------------------------------------------

    Gross profit                                   3,353         2,393        10,215      9,337

Operating expenses:
    Selling                                        1,306         1,360         5,271      5,848
    General and administrative                       705           817         3,117      3,405
    Research and development                         612           716         2,767      3,527
-----------------------------------------------------------------------------------------------
    Total operating expenses                       2,623         2,893        11,155     12,780
-----------------------------------------------------------------------------------------------
    Operating profit (loss)                          730          (500)         (940)    (3,443)

Other income (expense), net                           27           (27)          272         67
------------------------------------------------------------------------------------------------
    Income(loss) before income taxes                 757          (527)         (668)    (3,376)

Income tax expense(benefit)                            -             2             -      2,015
------------------------------------------------------------------------------------------------
    Income (loss) before extraordinary gain          757          (529)         (668)    (5,391)

Extraordinary gain                                     -             -             -        255
------------------------------------------------------------------------------------------------
    Net income (loss)                             $  757       $  (529)      $  (668)   $(5,136)
------------------------------------------------------------------------------------------------

Basic earnings (loss) per share:

    Earnings (loss) per share before
      extraordinary gain                          $ 0.09        $ (0.07)    $  (0.08)   $ (0.68)
    Extraordinary gain                                 -              -            -       0.03
    Earnings (loss) per share                     $ 0.09        $ (0.07)    $  (0.08)   $ (0.65)
------------------------------------------------------------------------------------------------
Diluted earnings (loss) per share:

    Earnings (loss) per share before
      extraordinary gain                          $ 0.09        $ (0.07)    $  (0.08)   $ (0.68)
    Extraordinary gain                                 -              -            -       0.03
    Earnings (loss) per share                     $ 0.09        $ (0.07)    $  (0.08)   $ (0.65)
------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding:

        Basic                                      7,970          7,861        7,883      7,861
        Diluted                                    8,593          7,861        7,883      7,861
------------------------------------------------------------------------------------------------