SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

April  20, 2017

Via E-Mail
Mr. Huang Jiancong
Chief Executive Officer
ZK International Group Co., Ltd.
c/o Zhejiang  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.
Amendment 1 to Draft Registration Statement
Submitted April 4 , 2017
  CIK  No. 0001687451

Dear Mr. Huang :

We have reviewed your amended 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 lette r by providing the requested 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  an amendment is appropriate, 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.

The loss of any of our key vendors could have a materially adverse effect…, page 15

1. Please add updated disclosure for any vendor that accounts  for more than 10% of
overall purchases during the fiscal year ended September 30, 2016.  We note the
disclosure o n page 49.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
April  20, 2017
Page 2

 Our officers/directors have entered into an agreement to act in concert…, page 24;
Principal Shareholders, page 68

2. Refer to comments 7, 8, and 20 in our February 10, 2017 letter.  Please expand the
disclosure in the prospectus to indicate that  the agreement to act in concert stipulates
that if the parties are unable to reach an unanimous consent in relation to the matters
requiring action in concert, a decision made by more than 50% of the voting rights of
the parties will be deemed a decision unanimously passed by all parties and will be
binding on all parties.  Finally, disclose in the prospectus that the agreement in
concert has a duration or term of 20 years from its effective date of May 13, 2015.
We note the disclosures in the controlling  shareholders’ agreement to vote in concert
filed as exhibit 10.2 to the registration statement.

Shares Eligible for Future Sale…, p age 27

3. You disclose on page 27 that an aggregate of 9,000,000 shares will be outstanding
immediately before the consummation of this offering.  However, we note from your
disclosures throughout your filing that there were 11,500,000 ordinary shares issued
and outstanding as of March 24, 2017 following the stock split and two rounds of
private placements.  Please rec oncile your disclosures regarding the number of shares
which will be outstanding.
Capitalization Tables, Page 32

4. You indicate i n your response to prior comment 10 that the capitalization tables have
been updated.  However, the tables in the amendment do not appear to be updated as
of a date within 60 days of the filing date.  We continue to remind you of the
requirement under Item 3(B) of Form 20 -F.

5. It does not appear that your capitalization tables give effect to the private placements
in which you sold  an aggregate of 2,500,000 shares following the stock split.  Please
revise your capitalization tables accordingly.
Liquidity and Capital Resources, Page 37
6. We note your response to prior comment 12 and your updated disclosure on page 38
related to factors  for the significant increase in accounts receivable.  In the interest of
providing investors with a better insight into the collectability of your accounts
receivable, please also disclose in future filings other information, similar to what you
had provi ded in your response, including your typical payment terms, an aging
schedule, subsequent collection, and when you expect the outstanding amount to be
collected.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
April  20, 2017
Page 3

 Shares Available for Future Sale, page 78

7. We assume that the citation to footnote (1) in th e public offering prospectus  which
refers to shares offe red by the selling stockholders  should appear on the line f or
currently outstanding shares  rather than shares offered in this offering.  Please revise.

Material Tax Consequences Applicable to U.S. Hold ers of Our Ordinary Shares, page 78 ;
Legal Matters, pages 87 and 96; Exhibit 5. 1

8. Your response to comment 24 in our February 10, 2017 letter indicates that you plan
to file a tax opinion as an exhibit to the registration statement. We may have further
comment after you file the tax opinion as exhibit 8.1 , the legal opinion as exhibit 5.1 ,
and the related consents  as exhibits to the registration statement .

Underwriting, page 84

9. Identify the escrow agent.  We note the disclosure on the prospectus’ outside front
cover page that all investor funds will be held in an escrow account at Signature Bank
until you sell at least one million shares in the public offering.

Alternative Cover Page of S elling Shareholder  Prospectus, page 90

10. Please provide a fixed price  for the shares offered by the selling shareholders.  We
note your disclosure that it will be the same as for the public offering by the
company, but the prospect us cover page itself must disclose the actual offering price
of the shares.

Alternative Plan of Distribution  of Selling Shareholder  Prospectus , page 95

11. Please amend the first paragr aph of this section to clarify as you have done in the
third paragra ph of the prospectus cover page  that the selling shareholders will sell at  a
fixed price, identifyi ng that  price, until there is an established public trading market
for the shares.  At that time the selling shareholders may sell at market prices  or in
negotiated transactions or a combination of those methods.

Undertakings, page 100

12. Refer to comment 3 8 in our February 10, 2017 letter.  The undertaking required by
Item 512(a)(5)(ii) of Regulation S -K is an undertaking applicable to a Rule 415
offering.  Since the public offering by the company and the resale offering by the
selling shareholders are Rule  415 offerings, please provide the required undertaking
as requested previously.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
April  20, 2017
Page 4

 Signatures, page 101

13. Besides the person or persons signing the registration statement on the company’s
behalf, these persons must sign the registration statement in the capa cities and on the
dates indicated:  the company’s principal executive officer, the company’s principal
financial officer, the company’s principal accounting officer or controller, and at least
a majority of the board of directors.  Additionally, any person  who occupies more
than one of the specified positions must indicate each capacity in which he signs the
registration statement.  See Instructions 1 and 2 for signatures on Form F -1, and
revise.

Notes to Consolidated Financial Statements
General
14. We note t hat you have revised your financial statements as of September 30, 2016
and 2015 to give retroactive effect to the stock split.  We also note that the audit
report has not been updated to address the changes to the historical financial
statements.  Please have your auditor provide you an audit opinion which provides
audit coverage of the financial statement changes re sulting from your stock split.
15. We note from your response to prior comment 28 that you have identified one single
operating and reportable seg ment.  Please disclose in your document your
determination of one single reportable segment and how you reached the
determination based on the guidance from ASC 280 -10-50.
Note 17 – Subsequent Events, p age F -23
16. We note from your disclosure on page 5 that y ou issued an aggregate of 2,500,000
shares for total proceeds of $1,300,000 in two rounds of private placements following
the recapitalization.  However, it appears that only one of these private placements
was discussed in your subsequent events footnote.   Please revise your disclosures to
address all your subsequent share issuances.
17. Please revise your disclosure to indicate the date through which subsequent events
were evaluated and whether that date is either the date the financial statements were
issued  or available to be issued.  Refer to ASC 855 -10-50-1.
Item 8 – Exhibits and Financial Statement Schedules, Page 98
18. We note your response to our previous comment 36.  It remains unclear to us why
you determined that you are not required to provide p arent -only financial statements
prescribed by Rule 5 -04 of Regulation S -X.  Please  tell us the amount of restricted net
assets of consolidated subsidiaries as of September 31, 2016 and how you  computed
the amount.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
April  20, 2017
Page 5

 Exhibit 8.2

19. Refer to comments 24 and 25 in our February 10, 2017 letter.  Gaopeng & Partners
must consent also to being named in the registration statement.  For guidance you
may wish to refer to Section IV of our Staff Legal Bulletin No. 19 (CF) or SLB 19
which is av ailable on the Commission’s website.  Additionally, Gaopeng & Partners
must consent to the use of its name and the opinion expressed in the enforceability of
liabilities section of the registration statement.  Please revise.

20. The disclaimer on page 5 of th e opinion that the opinion may not be relied upon by
anyone other than the company, the underwriters, and their legal and financial
advisors without the prior permission of the company and Gaopeng & Partners is
inappropriate because investors are entitled to rely on the opinion.  For guidance you
may wish to refer to Section III.D.1. of our SLB 19 which is available on the
Commission’s website.  Please revise.

21. We assume that the reference on page 5 of the opinion to “this private equity
financing in overse as capital markets” is inadvertent.  Please revise.

Exhibits 10.11, 10.12, 10.13, 10.14 10.15, 10.16, and 10.17

22. We note that you filed forms or drafts of the loan agreements as exhibits to the
registration statement in response to comment 14 in our Febru ary 10, 2017 letter.
Please file executed loan agreements as exhibits to the registration statement.

Exhibit 10.18

23. Your response to comment 40 in our February 10, 2017 letter indicates that you plan
to file the escrow agreement as an exhibit to the regi stration statement.  Ensure that
you file the executed escrow agreement and not the form or draft of the escrow
agreement as an exhibit to the registration statement.

You may contact SiSi Cheng , Staff Accountant, at (202) 551 -5004  or Kevin W.
Stertzel , Staff Accountant , at (202) 551 -3723  if you have questions about comments on
the financial statements and related matters.  You may contact Edward M. Kelly, Special
Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any other questions .

Very trul y yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

Mr. Huang Jiancong
ZK International Group Co., Ltd.
April  20, 2017
Page 6

 cc: Via E -mail
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
501 Madison Avenue, 14th Floor
New York, NY 10022