SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

February 10, 2017

Via E-Mail
Mr. Huang Jiancong
Chief Executive Officer
ZK International Group Co., Ltd.
c/o Wenzhou Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025

Re: ZK International Group Co., Ltd.
Draft Registration Statement
Submitted January 17, 2017
  CIK  No. 0001687451

Dear Mr. Huang :

We reviewed your draft registration statement and have the following comments.
In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.

Please respond to this letter by providing the reque sted information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is ap propriate, please tell us why in
your response.

After reviewing the information you provide in response to these  comments  and
your amended draft registration statement or filed registration statement,  we may have
additional comments.

General

1. Provide us copies of any artwork that you intend to use as soon as pos sible for our
review .  Since we may have comments on these materials, you may wish to
consider waiting for comments be fore printing and circulating any artwork.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 2

 2. Provide us  copies of all written commun ications  as defined in Ru le 405 under the
Securities Act  that you or anyone authorized to do so on your behalf present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.   Similarly, provide us any research
reports about you that are published or distributed in reliance upon Section 2(a)( 3)
of the Securities Act  added  by Section 105(a) of the Jumpstart Our Business
Startups Act by any broker or dealer that is participating or wil l participate in your
offering.

3. We note several places in your prospectus where it appears that you may have
omitted some text.  For example, please see the first paragraph of the risk factor
entitled “We may incur liability for unpaid  taxes . . . ” on page 13 and disclosure
in the section entitled “Regulations on Patents ” on page 63.  Please review and
revise your prospectus as necessary to address omitted information .

Registration  Statement’s Facing  Page

4. Provide the information required for the agent for service.

Closing of Offering, page 12

5. Please briefly explain the terms of the escrow pertaining to the release of funds to
the company .  For example, will funds be released to the company  as soon as the
minimum is reached, or only upon a closing date to be determined?

We may incur liabili ty for unpaid taxes, including interest and penalties, page 13

6. We note your risk factor disclosure which states that you may need to accept
unfavorable contract terms from your clients, including the accrual of accounts
receivable for the delivery of prod ucts until the completion of certain construction
projects, without recognizing revenue in the interim.  Please clarify for us and in
your document whether or not this situation exists as of your balance sheet dates.
We are unable to locate any disclosure  of deferred revenues associated with
accounts receivable in your financial statements.

Our officers and/or directors will control a majority of our Ordinary  Shares…, page 24;
Principal Shareholders, page 70;  Note 1 – Organization and Nature of Operations, ZK
International Group Co., Ltd. (“ZK International”), page F -7

7. Expand the disclosure on pages 24 and 70 to indicate that the persons to whom
ZK International’s equity interest was transferred on October 12, 2015 entered
into an agreement on May 13, 2015 to vote their shares in concert in ZK
International , as described in Note 1 to your audited financial statements .
Additionally,  file the May 13, 2015 agreement as an  exhibit to the registration

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 3

 statement  and, advise what consideration you have given to filing any agreement
relati ng to the October 12, 2015 equity transfer as an exhibit to the registration
statement.  See Item 8 of Form F -1 and Item 601(b)(10) of Regulation S -K.

As a “controlled company ” under the rules of the Nasdaq Capital Market . . . ”, page 25

8. Elsewhere, you state that Mr. Huang owns 45% of the  company ’s ordinary shares.
Please clarify whether the majority  voting power you cite in this risk factor is
attributable to his control of the remaining shares by way of the voting agreement
discussed in Note 1 to your audited financial statements.

Use of Proceeds, page 29

9. Please briefly explain the steps the company  expects to take in order to remit
proceeds of the offering into China.  We note your risk factor disclosure generally
describing applicable regulations, but please address the company ’s remittance
plan in the Use of Proceeds section.  For example, do you expect to loan the
proceeds to your subsidiaries, or make an investment?  What steps must the
company take and how long do you expect the process to co ntinue before you can
use the proceeds of the offering?  Also, please note that the risk factor you cite in
the Use of Proceeds  section does not appear in y our document.  We assume that
you meant to refer to a risk entitled “PRC regulation of loans and direct
investment . . . ” on page 21 .

Capitalization Tables , page 32

10. Please note the requirement to include information in the capitalization tables as
of a date within 60 days of the filing date.  See Item 3(B) of Form 20 -F.

Liquidity and Capital Resources, Page 39

11. Cash used in operating activities both in fiscal years 2015 and 2016 appears to be
significantly impacted by changes in working capital components, including
accounts  receivable , advances to suppliers, advance from customers, and
inventories. In this regard, please expand your disclosures to discuss the
underlying factors for such changes rather than repeating what is shown on the
statement of cash flows.  As part of your discussion, please co nsider providing
financial measures such as “days sales outstanding,” “days payables outstanding,”
and “inventory turnover” ratios which may be relevant to a reader of your
financial statements.  See Section IV.B of Release No. 33 -8350.  In addition,
pleas e consider expanding your risk factor discussion to address risks related the
impact of negative operating cash flows which appear to be due to increases in
accounts receivable.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 4

 12. We note your accounts receivable increased by $8.6 million betw een September
30, 2015 and 2016  while reven ues increased by $1.8 million. Please tell us and
disclose:

 the underlying factors for the significant increase in accounts receivable in
comparison to revenues during the period;

 your typical payment terms with customers ( i.e., 30 days, 60 days);

 an aging schedule that details the accounts receivable amounts outstanding at
the balance sheet dates by categories of time ( i.e., over 30 days, over 90 days,
over six months, over one year, one two years, over three years, etc.);

 the amount that has been subsequently collected for each category presented
in the aging schedule;

 any customers that individually comprised a significant concentration of your
accounts receivable at the balance sheet dates;  and

 when you expect outstand ing amounts to be collected and the factors that you
consider when assessing outstand ing amounts for collectability.
13. To the extent that collectability of accounts  receivable  may impact  your future
liquidity , please also enhance your liquidity  and capital r esources discussion to
address the potential impact .  Furthermore, please revise your balance sheet to
reclassify any portion of accounts receivable that are not expected to be collected
within one year as “non -current.”

Credit Facility, page 41

14. Advise what consideration you have given to filing the loan agreements as
exhibits to the registration statement.  See Item 8 of Form F -1 and Item
601(b)(10) of Regulation S -K.

Properties, pag e 64

15. Disclosure indicates that you lease your properties.  Advise what consideration
you have given to filing the lease agreements for these properties as exhibits to
the registration statement.  See Item 8 of Form F -1 and Item 601(b)(10 ) of
Regulation S -K.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 5

 Board Committees, page 67

16. Please tell us supplementally when  you expect to establish your audit, nominating
and compensation committees.

Employment Agreements, page 69

17. We note your disclosure that you have employment agreements with your
officers.  Please disclose whether you have an employment agreement with Mr.
Jiancong Huang, and, if so, summarize the employment agreement’s principal
provisions.  Additionally, file the employment agreement as an exhibit to the
registration statement.  See Item 8 of Form F -1 and Item 601(b)(10) of Regulation
S-K.

Related Party Transactions, page 7 0

18. We note your disclosure which states that acquisition costs for certain entities
were not paid for acquisitions done by contracts and industrial and commercial
registration.  We further note your disclosure which states, considering the
condition, the a cquisition cost was recorded in additional paid -in capital in the
consolidated financial statements.   Please explain your accounting for these
acquisitions as we note elsewhere in your document that you state these
acquisitions were between and among enti ties under common control.

Principal Shareholders, page 70

19. We are unable to locate the narrative text to which footnotes (1) and (2) to the
table relate.  Please revise.

20. We note your statement that all persons in the table have sole voting and
investment power for all Ordinar y Shares.  Please reconcile this statement with
the fact that the shareholders have entered into an agreement to vote their shares
in concert , as described in Note 1 to your audited financial statements .  Clarify
whether, under this agreement, any one or more shareholders control the vote of
the other shareholder s.  In this regard , we note disclosure on page 25 that your
principal shareholder will beneficially own a majority of the voting power of the
company  after the offering .  Since he is shown as owning onl y 45% of the
company ’s shares, we assume that he controls the votes of the other shareholders
under this voting agreement.

21. Disclosure in Note 17 to your audited financial statements states that the company
has agreed to issue shares to three individuals who paid the company $231,000 to
fund its operations i n December 2016.  Please disclose whether any of these

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 6

 individuals are persons listed in the beneficial ownership table  and if so, whether
you have included these shares , which they have a right to acquire , in the table .

22. You disclose on page 70 that as a result of the 180 for 1 stock split of your
ordinary shares, there will be 90,000,000 ordinary shares issued and outstanding
before  completion of this offering.  However, we note from your disclosures
throughout your document that there will be 9,000,000 ordinary shares issued and
outstanding after the stock split.  Please revise or advise.

23. Please provide us an analysis of any equity  issuances since September 30, 2016 as
well as any planned equity issuances.  For each transaction:

 identify the parties, including any related parties;

 the purpose of the issuance;

 how you accounted or will account for the issuance;

 the nature of any consideration;

 the fair value and your basis for determining the fair value; and

o indicate whether the fair value was contemporaneous or retrospective;

o to the extent applicable, reconcile the fair values you used for equity
transactions to the fair value  indicated by the anticipated IPO price.
Please note w e will  be unable to complete our evaluation of your response until
the initial public offering  range has been disclosed.

Material Tax Consequences . . . , page 80

24. We note that disclosure in this section  is the opinion of Ortoli Rosenstadt LLP,
your U .S. counsel , and Gaopeng & Partners Law Firm, your PRC counsel .  Please
ensure that you file counsels ’ consents to the reference to their names and
opinions in this section.  Please also tell us supplemental ly whether you plan to
file tax opinions as exhibits to the registration statement.

Enforceability of Civil Liabilities, page 85

25. Please ensure that you file the consents of your BVI counsel and Gaopeng and
Partners Law Firm to the use of their name and opinion expressed  in this section.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 7

 Financial Statements

General
26. We note that you conduct substantially all of your operations outside of the
United States. T o enhance our understanding of how you prepare your financial
statements,  we ask that you provide us  information that will help us  answer the
following questions:

 How do you maintain your books and records and prepare your financial
statements?  If you maintain your books and records in accordance with
U.S. GAAP, describe the controls that you maintain to ensure that the
activities you conduct and the transactions that you consummate are
recorded in accordance with U.S. GAAP ;

 If you do not maintain your books and records in accordance with U.S.
GAAP , describe the process that you go through to convert your books
and records to U.S. GAAP  for SEC reporting.  Describe  the controls that
you maintain to ensure that you have made all necessary and appropriate
adjustments in y our conversions and disclosures;

 What is the background of the people involved in your financial reporting?
We would like to understand more about t he background of the people
who are primarily responsible for preparing and supervising the
preparation of your financial statements and their knowledge of U.S.
GAAP  and SEC rules and regulations.  Do not identify people by name,
but for each person, pleas e tell us :

o what role he or she takes in preparing your  financial statements;

o what relevant education and ongoing training he or she has had
relating to U.S. GAAP ;

o the nature of his or her contractua l or other relationship to you;

o whether he or she holds  and maintains any professional
designations such as certified public accountant (U.S.) or c ertifi ed
management a ccountant; and

o about his or her professional experience, including experience in
preparing and/or auditing financial statements prepared in
accordance with U.S. GAAP .

Mr. Huang Jiancong
ZK International Group Co., Ltd.
February 10, 2017
Page 8

  If you retain an accounting firm or other similar organization to prepare
your financia l statements, please tell us:

o the name and address of the acc ounting firm or organization;

o the qualifications of their employees who perform the services for
your company;

o how and why they are qualified to prepa re your financial
statements;

o how many hours they spent last year performi ng these services for
you; and

o the total amount of fees that you paid to each accounting firm or
organization  in connection with the preparation of your financial
statements for the most recent fiscal year end.

 If you retain individuals who are not your employees and are not
employed by an accounting firm or other similar