SecProbe.io

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 August 26, 2025

Wai Chung Li
Chief Executive Officer
FiEE, Inc.
Flat A1, 29/F, Block A , TML Tower ,
3 Hoi Shing Road , Tsuen Wan , Hong Kong

 Re: FiEE, Inc.
 Form 10-K for the Year Ended December 31, 2025
 File No. 001-37649
Dear Wai Chung Li:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 20,
 2025

 U.S.
 Securities and Exchange Commission
 Division
 of Corporation Finance
 Office
 of Manufacturing
 100
 F Street, NE
 Washington,
 D.C. 20549
 Attn:
 Charles Eastman and Claire Erlanger

 Re: FiEE,
 Inc.

 Form
 10-K for the Year Ended December 31, 2024
 Response
 letter dated July 28, 2025
 File
 No. 001-37649

 Dear
 Mr. Eastman and Ms. Erlanger:

 FiEE,
 Inc. (the " Company "), hereby responds to the comment provided by the Staff (the " Staff ")
 of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated August 6, 2025 (the
 " Comment Letter ") regarding the Company's Form 10-K for the fiscal year ended December 31, 2024.
 Set forth below in bold font is the comment of the Staff contained in the Comment Letter and immediately below the comment is the
 response of the Company with respect thereto.

 Response
letter dated July 28, 2025
 Form
10-K for the Year Ended December 31, 2024
 Form
 8-K filed April 10, 2025, page 1, page 1

 1.
 We
 note your response to our comment number 1. In light of the accounting error and non-reliance on previously issued financial
 statements, please tell us what consideration you gave to including your conclusions on effectiveness of disclosure controls
 and procedures and internal control over financial reporting (as applicable) in your amended filings. Additionally, please
 tell us what consideration your certifying officers have given to the conclusions disclosed in your Form 10-K for the year
 ended December 31, 2024 indicating that you had effective disclosure controls and procedures and internal control over
 financial reporting as of December 31, 2024.

 Response :
 The Company acknowledges the Staff's comment and respectfully advises the Staff that on August 20, 2025, the Company
 filed amendments to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly
 Report on Form 10-Q for the fiscal quarter ended March 31, 2025 to revise its conclusions on the effectiveness of disclosure
 controls and procedures and internal control over financial reporting.

 U.S.
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
August 20, 2025
Page 2

 If
 you should have any questions concerning the enclosed matters, please feel free to contact our counsel, Jonathan M. Barron of K&L
 Gates LLP, at jonathan.barron@klgates.com or by telephone at (212) 536-3915 or Justin H. Kleckner of K&L Gates LLP, at justin.kleckner@klgates.com
 or by telephone at (615) 514-1806.

 Sincerely,

 /s/
 Li Wai Chung

 Li Wai Chung

 Chief Executive
 Officer and President

<DOCUMENT>
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<TEXT>
 August 6, 2025

Wai Chung Li
Chief Executive Officer
FiEE, Inc.
Flat A1, 29/F, Block A , TML Tower ,
3 Hoi Shing Road , Tsuen Wan , Hong Kong

 Re: FiEE, Inc.
 Form 10-K for the Year Ended December 31, 2025
 Response letter dated July 28, 2025
 File No. 001-37649
Dear Wai Chung Li:

 We have reviewed your July 28, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our July 14,
2025 letter.

Response letter dated July 28, 2025
Form 10-K for the Year Ended December 31, 2024
Form 8-K filed April 10, 2025, page 1, page 1

1. We note your response to our comment number 1. In light of the
accounting error and
 non-reliance on previously issued financial statements, please tell us
what
 consideration you gave to including your conclusions on effectiveness of
disclosure
 controls and procedures and internal control over financial reporting
(as applicble) in
 your amended filings. Additionally, please tell us what consideration
your certifying
 officers have given to the conclusions disclosed in your Form 10-K for
the year ended
 December 31, 2024 indicating that you had effective disclosure controls
and
 procedures and internal control over financial reporting as of December
31, 2024.
 Please contact Charles Eastman at 202-551-3794 or Claire Erlanger at
202-551-3301
 August 6, 2025
Page 2

if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 28, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Charles Eastman and Claire Erlanger

 Re:
 FiEE, Inc.

 Form 10-K for the Year Ended December 31, 2024

 File No. 001-37649

 Dear Mr. Eastman and Ms. Erlanger:

 FiEE, Inc. (the " Company "), hereby responds to the comments provided by the Staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated July 14, 2025 (the " Comment Letter ") regarding the Company's Form 10-K for the fiscal year ended December 31, 2024. Set forth below in bold font are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto.

 Form 10-K for the Year Ended December 31, 2024

 Form 8-K filed April 10, 2025, page 1

 1.
 We note that on April 10, 2025 you filed a Form 8-K which included Item 4.02 disclosure related to Non-Reliance on Previously Issued Financial Statements. We note your disclosure that management concluded that the Company's financial statements as of and for the year ended December 31, 2023 included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and as of and for the interim periods ended March 31, 2024, June 30, 2024 and September 30, 2024 included in its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, respectively, should no longer be relied upon, due to certain errors in such financial statements. We also note that you disclosed that you expect to file restated financial statements and restated financial information in amendments to your Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, respectively. Please explain to us why you have not filed any of these amended reports or included disclosure about this restatement in your Form 10-K for the year ended December 31, 2024. If you have determined that it is no longer necessary to amend these filings, please provide us your analysis. Also, as part of your response and revisions to future filings, please also refer to the guidance in ASC 450-10-50-7.

 Response : The Company acknowledges the Staff's comment and respectfully advises the Staff that on July 28, 2025, the Company filed restated financial statements and restated financial information in amendments to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024. The Company advises the Staff that the delay in filing these amendments was the result of an administrative oversight.

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 July 28, 2025

 Page 2

 Report of Independent Registered Accounting Firm, page F-2

 1.
 We note from your Form 8-K 4.02 disclosure that in regards to the non-reliance on these previously filed financial statements, the decision was reached, and communicated to the independent accountant, on April 9, 2025. The independent accountant's report for the Form 10-K for fiscal year ended 12/31/24, also filed on April 10, 2025, is dated April 9, 2025, and no restated items are identified within the document. Please tell us whether the errors disclosed in your Form 8-K were corrected in the current Form 10-K, or if not, explain why the accountant issued their unqualified report covering the quarterly and annual periods in question.

 Response : The Company acknowledges the Staff's comment and respectfully advises the Staff that the errors disclosed in the Company's Form 8-K filed on April 10, 2025 were corrected in the current Form 10-K for the fiscal year ended December 31, 2024 as filed on April 10, 2025.

 [Signature Page Follows]

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 July 28, 2025

 Page 3

 If you should have any questions concerning the enclosed matters, please feel free to contact our counsel, Jonathan M. Barron of K&L Gates LLP, at jonathan.barron@klgates.com or by telephone at (212) 536-3915 or Justin H. Kleckner of K&L Gates LLP, at justin.kleckner@klgates.com or by telephone at (615) 514-1806.

 Sincerely,

 /s/ Li Wai Chung

 Li Wai Chung

 Chief Executive Officer and President

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Wai Chung Li
Chief Executive Officer
FiEE, Inc.
Flat A1, 29/F, Block A , TML Tower ,
3 Hoi Shing Road , Tsuen Wan , Hong Kong

 Re: FiEE, Inc.
 Form 10-K for the Year Ended December 31, 2025
 File No. 001-37649
Dear Wai Chung Li:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2025
Form 8-K filed April 10, 2025, page 1

1. We note that on April 10, 2025 you filed a Form 8-K which included Item
4.02
 disclosure related to Non-Reliance on Previously Issued Financial
Statements. We
 note your disclosure that management concluded that the Company s
financial
 statements as of and for the year ended December 31, 2023 included in
its Annual
 Report on Form 10-K for the fiscal year ended December 31, 2023, and as
of and for
 the interim periods ended March 31, 2024, June 30, 2024 and September
30, 2024
 included in its Quarterly Reports on Form 10-Q for the fiscal quarters
ended March
 31, 2024, June 30, 2024 and September 30, 2024, respectively, should no
longer be
 relied upon, due to certain errors in such financial statements. We also
note that you
 disclosed that you expect to file restated financial statements and
restated financial
 information in amendments to your Annual Report on Form 10-K for the
fiscal year
 ended December 31, 2023, and Quarterly Reports on Form 10-Q for the
fiscal quarters
 ended March 31, 2024, June 30, 2024 and September 30, 2024,
respectively. Please
 explain to us why you have not filed any of these amended reports or
included
 disclosure about this restatement in your Form 10-K for the year ended
December 31,
 July 14, 2025
Page 2

 2024. If you have determined that it is no longer necessary to amend
these filings,
 please provide us your analysis. Also, as part of your response and
revisions to future
 filings, please also refer to the guidance in ASC 450-10-50-7.
Report of Independent Registered Accounting Firm, page F-2

2. We note from your Form 8-K 4.02 disclosure that in regards to the
non-reliance on
 these previously filed financial statements, the decision was reached,
and
 communicated to the independent accountant, on April 9,2025. The
independent
 accountant's report for the Form 10-K for fiscal year ended 12/31/24,
also filed on
 April 10, 2025, is dated April 9, 2025, and no restated items are
identified within the
 document. Please tell us whether the errors disclosed in your Form 8-K
were
 corrected in the current Form 10-K, or if not, explain why the
accountant issued their
 unqualified report covering the quarterly and annual periods in
question.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Charles Eastman at 202-551-3794 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 21, 2023
Dustin Tacker
Chief Financial Officer
Minim, Inc.
848 Elm Street
Manchester, NH 03101
Re:Minim, Inc.
Form 10-K/A for the Year Ended December 31, 2021
Form 10-Q for the Quarter Ended September 30, 2022
Form 8-K furnished November 10, 2022
File No. 001-37649
Dear Dustin Tacker:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

13
February 2023

VIA
EDGAR

Heather
Clark

Office
of Manufacturing

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Re:
Comment Letter dated December 21, 2022; File No. 001-37649

In
response to the U.S. Securities and Exchange Commission (“SEC”) letter dated February 2, 2023, Minim, Inc. (the “Company”
or “we”) provides the below responses to each of the SEC’s comments.

Form
10-K/A for the Year Ended December 31, 2021

Item
9A Controls and Procedures

Managements
Report on Internal Control over Financial Reporting, page 35

    SEC
                                                         Comment 1: We note your response to prior comment 1. Please respond to us to explicitly state whether your internal controls
                                                         over financial reporting are effective or not effective at December 31, 2021, in accordance with Item 308(a)(3) of Regulation
                                                         S-K.

    Company
    Response 1: Management has determined that internal controls over financial reporting were not effective as of December 31, 2021.
    In the Form 10-K/A, we stated “the Company did not have properly designed internal controls over financial reporting to account
    for inventory transactions.” Going forward, if the Company does not have effective controls over financial reporting, we will
    state that the controls are “not effective.”

Form
10-Q for the Quarter Ended September 30, 2022

Item
4. Controls and Procedures, page 22

    SEC
    Comment 2: We note your response to prior comment 2, however we do not believe your response completely responds to our comment.
    It is not clear how you determined your disclosure controls and procedures and internal controls over financial reporting were effective
    at September 30, 2022, in light of the previously disclosed material weaknesses. Please clearly explain to us the circumstances and
    changes that lead to effective controls at September 30, 2022 despite the disclosure that remediation of your material weaknesses
    has not yet been completed.

    Company
    Response 2: The Company’s management assesses that disclosure controls and procedures and internal controls over financial
    reporting were not effective as of September 30, 2022 as it pertained to the inventory deficiency identified as of December 31, 2021.
    The Company had implemented controls to remediate the deficiency. As of September 30, 2022, the remediating controls did not have
    sufficient period of time to validate that the controls were operating effectively.

Form
8-K furnished November 10, 2022

Exhibit
99.1, page 7

    SEC
                                                         Comment 3: We note your response to prior comment 3 that the adjustment “GAAP sales net to revenue bookings” in your
                                                         Adjusted EBITDA measure is required in the calculation of your debt covenants. However, we note that you currently do not present or
                                                         discuss your debt covenants in your MD&A section. We believe that in order to use the exception in Item 10(e)(5) of Regulation
                                                         S-K you would need to conclude that the covenant was material enough to be required to be disclosed within your Form 10-K such as
                                                         within your MD&A section, and you would also need to include the disclosures indicated in Question 102.09 of the Non-GAAP
                                                         Compliance and Disclosure Interpretations. Please revise or advise accordingly.

    Company
    Response 3: The Company has determined that prospectively it will exclude the GAAP sales net to revenue bookings in its filings and
    incorporate adjusted EBITDA into its MD&A within its 10Ks and 10Qs.

    SEC
Comment 4: Your response to prior comment 6 indicates that you believe the events are non-recurring as a result of the material weaknesses
and related errors. However, the inventory costing error corrected your inventory balances as of December 31, 2021 and March 31, 2022,
and presumably inventory costs going forward would be based on appropriate inventory balances. We do not believe it would be appropriate
to adjust the margin or net income amounts to reflect what would have been the amount had the errors not been corrected. Additionally,
we continue to have concerns about the adjustment related to the inventory reserves for one product. We continue to believe that this
adjustment is not consistent with the guidance in Question 100.01 of the Staff’s C&DI on Non-GAAP Financial Measures as we
believe this type of inventory write-off or provision represents normal charges incurred by businesses. Please revise to remove these
adjustments from your non-GAAP financial measures in future filings. We further note that you may disclose the impact of the error and
the inventory provision by separately identifying and quantifying the amounts in footnote or other disclosure, without adjusting the
gross margin or net income measure. Please revise accordingly.

    Company
    Response 4: We agree with the staff that the Company will remove an adjusted gross margin or net income related to these inventory
    adjustments in prospective filings.

If
the staff has further comments, please let me know.

Sincerely,

  /s/ Dustin
  Tacker

Dustin
Tacker

Chief
Financial Officer

    2

United States securities and exchange commission logo
February 2, 2023
Dustin Tacker
Chief Financial Officer
Minim, Inc.
848 Elm Street
Manchester, NH 03101
Re:Minim, Inc.
Form 10-K/A for the Year Ended December 31, 2021
Form 10-Q for the Quarter Ended September 30, 2022
Form 8-K furnished November 10, 2022
File No. 001-37649
Dear Dustin Tacker:
            We have reviewed your January 11, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 21, 2022 letter.
Form 10-K/A for the Year Ended December 31, 2021
Item 9A. Controls and Procedures
Management's Report on Internal Control over Financial Reporting, page 35
1.We note your response to prior comment 1.  Please respond to us to explicitly state
whether your internal controls over financial reporting are effective or not effective at
December 31, 2021, in accordance with Item 308(a)(3) of Regulation S-K.
Form 10-Q for the Quarter Ended September 30, 2022
Item 4. Controls and Procedures, page 22
2.We note your response to prior comment 2, however we do not believe your response

 FirstName LastNameDustin Tacker
 Comapany NameMinim, Inc.
 February 2, 2023 Page 2
 FirstName LastNameDustin Tacker
Minim, Inc.
February 2, 2023
Page 2
completely responds to our comment. It is not clear how you determined your disclosure
controls and procedures and internal controls over financial reporting were effective at
September 30, 2022, in light of the previously disclosed material weaknesses.  Please
clearly explain to us the circumstances and changes that lead to effective controls at
September 30, 2022 despite the disclosure that remediation of your material weaknesses
has not yet been completed.
Form 8-K furnished November 10, 2022
Exhibit 99.1, page 7
3.We note your response to prior comment 3 that the adjustment “GAAP sales net to
revenue bookings” in your Adjusted EBITDA measure is required in the calculation of
your debt covenants.  However, we note that you currently do not present or discuss your
debt covenants in your MD&A section.  We believe that in order to use the exception in
Item 10(e)(5) of Regulation S-K you would need to conclude that the covenant was
material enough to be required to be disclosed within your Form 10-K such as within your
MD&A section, and you would also need to include the disclosures indicated in Question
102.09 of the Non-GAAP Compliance and Disclosure Interpretations.  Please revise or
advise accordingly.
4.Your response to prior comment 6 indicates that you believe the events are non-recurring
as a result of the material weaknesses and related errors.  However, the inventory costing
error corrected your inventory balances as of December 31, 2021 and March 31, 2022, and
presumably inventory costs going forward would be based on appropriate inventory
balances.  We do not believe it would be appropriate to adjust the margin or net income
amounts to reflect what would have been the amount had the errors not been corrected.
Additionally, we continue to have concerns about the adjustment related to the inventory
reserves for one product.  We continue to believe that this adjustment is not consistent
with the guidance in Question 100.01 of the Staff's C&DI on Non-GAAP Financial
Measures as we believe this type of inventory write-off or provision represents normal
charges incurred by businesses.  Please revise to remove these adjustments from your non-
GAAP financial measures in future filings.  We further note that you may disclose the
impact of the error and the inventory provision by separately identifying and quantifying
the amounts in footnote or other disclosure, without adjusting the gross margin or net
income measure.  Please revise accordingly.

 FirstName LastNameDustin Tacker
 Comapany NameMinim, Inc.
 February 2, 2023 Page 3
 FirstName LastName
Dustin Tacker
Minim, Inc.
February 2, 2023
Page 3
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

11
January 2023

Heather
Clark

Office
of Manufacturing

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Re:
Comment Letter dated December 21, 2022; File No. 001-37649

In
response to the U.S. Securities and Exchange Commission (“SEC”) letter dated December 21, 2022, Minim, Inc. (the “Company”
or “we”) provides the below responses to each of the SEC’s comments.

Form
10-K/A for the Year Ended December 31, 2021

Item
9A Controls and Procedures

Managements
Report on Internal Control over Financial Reporting, page 35

    SEC
    Comment 1: Please revise to explicitly state whether your internal controls over financial reporting are effective or not effective
    in accordance with Item 308(a)(3) of Regulation S-K.

    Company
                                            Response 1: In the second paragraph under “Management’s Report on Disclosure
                                            Controls and Procedures” included in Item 9A, “Controls and Procedures,”
                                            of the Company’s annual report on Form 10-K/A for the year ended December 31, 2021,
                                            the Company states that the Company’s management has “…concluded that
                                            due to the existence of material weaknesses in our internal controls over financial reporting,
                                            described below, our disclosure controls and procedures were not effective as of the end
                                            of the period covered by this report…” The “Management’s Report
                                            on Internal Control over Financial Reporting” included in Item 9A then specifically
                                            describes the deficiencies relating to the internal controls over financial reporting.

    We
    agree with the staff that the “Management’s Report on Internal Control over Financial Reporting” section of that
    Item 9A does not explicitly state that the internal controls over financial reporting were not effective as of the end of the specified
    period. However, based on the explicit statement to that effect under “Management Report on Disclosure Controls and Procedures”
    and the specific description of the material weaknesses under “Management Report on Internal Control over Financial Reporting,”
    we believe that conclusion is readily apparent to investors. In future annual report filings, the Company will include within each
    of “Management’s Report on Disclosure Controls and Procedures” and “Management’s Report on Internal
    Control over Financial Reporting” a specific statement that management has determined that the relevant controls were either
    “effective” or “not effective.”

Form
10-Q for the Quarter Ended September 30, 2022

Item
4. Controls and Procedures, page 22

    SEC
                                            Comment 2: We note that you have concluded that your disclosure controls and procedures were
                                            effective at September 30, 2022. Given that your disclosure controls and procedures, and
                                            your internal controls over financial reporting were not effective at December 31, 2021,
                                            and the remediation of the material weaknesses in internal controls over financial reporting
                                            is not yet complete, please tell us how you determined your disclosure controls and procedures
                                            to be effective in both the March 31, 2022 and September 30, 2022 quarters. In this regard,
                                            we also note that you concluded that disclosure controls and procedures were not effective
                                            in the June 30, 2022 quarter. Please advise or revise accordingly.

    Company
    Response 2: With respect to the report on Form 10-Q for the quarter ended March 31, 2022, the Company states in the second paragraph
    that the Company’s management has “…concluded that due to the existence of material weaknesses in our internal
    controls over financial reporting, described below, our disclosure controls and procedures were not effective as of the end of the
    period covered by this report...” We then proceeded with the description of the material weaknesses in the subsequent paragraph.

    With
    respect to the Company’s report on Form 10-Q for the quarter ended September 30, 2022, we note that Item 4 of the Form 10-Q
    requires furnishing information required by Items 307 and 308(c) of Regulation S-K. Item 307 requires a disclosure of the conclusions
    of the principal executive and principal financial officers regarding the effectiveness of the registrant’s disclosure controls
    and procedures at the end of the period covered by the report. Item 308(c) requires disclosing any changes in the registrant’s
    internal control over financial reporting identified in connection with the evaluation that occurred during the registrant’s
    last fiscal quarter.

    The
    Company believes the disclosures in Item 4 of the Company’s report on Form 10-Q for the quarter ended September 30, 22 provide
    the disclosures required by Items 307 and 308(c) of Regulation S-K. In response to Item 307, that disclosure states: “Based
    upon the evaluation and other than as disclosed herein, our Chief Executive Officer and Chief Financial Officer concluded that our
    disclosure controls and procedures were effective as of the end of the period covered by this report.” In response to Item
    308(c), that disclosure describes the material weaknesses which existed as of December 31, 2021 which the Company’s Chief Executive
    Officer and Chief Financial Officer had determined, as described in Item 9A of the Company’s report on Form 10-K(A) for the
    year ended December 31, 2021, could result in the Company incorrectly reporting its inventory and the specific steps which the Company
    has taken during 2022 (including during the third quarter of 2022) to remediate those material weaknesses.

Form
8-K furnished November 10, 2022

Exhibit
99.1, page 7

    SEC
                                            Comment 3: Please provide further detail on the nature of the adjustment “GAAP sales
                                            net to revenue bookings” and tell us why you believe it is an appropriate adjustment
                                            to Adjusted EBITDA under the guidance in Reg G and Item 10(e) of Regulation S-K.

    Company
                                            Response 3: The term “GAAP sales net” refers to the “net sales” stated
                                            in the Company’s consolidated statements of operations as prepared in accordance with
                                            GAAP. As described under “Non-GAAP Financial Measures” in Exhibit 99.1 to the
                                            Company’s Form 8-K furnished on November 10, 2022, the Company calculates and
                                            reports its “Adjusted EBITDA” in accordance with the Company’s Loan and
                                            Security Agreement, as amended, with Silicon Valley Bank. That agreement defines “Adjusted
                                            EBITDA” to include, among other adjustments to “Net Income” as determined
                                            in accordance with GAAP, an addition for “any increase in Deferred Revenue from the
                                            immediately preceding quarter” and a deduction for “any decrease in Deferred
                                            Revenue from the immediately preceding quarter.”

    Within
    the Company’s specific industry, our competitors sell the software stand-alone, with recurring monthly charges for renewals,
    while the Company provides its software to customers at a fixed, one-time fee which includes deferred revenue which is then subsequently
    adjusted in the calculation of the Company’s Adjusted EBITDA for each quarterly period. We therefore believe the adjustment
    for deferred revenue used in calculating Adjusted EBITDA improves comparison to our competitors, who have a different revenue recognition
    model.

    2

    SEC
                                            Comment 4: We note that the reconciliation on pages 7 and 8 refers to EBITDA as “GAAP
                                            Based” with Adjusted EBITDA referred to as “Non-GAAP Based.” As EBITDA is
                                            a non-GAAP measure, please revise to retitle this measure to avoid referring to it as a GAAP
                                            based measure. Your narrative on page 2 should be revised to include all the disclosures
                                            required by Item 10(e)(1)(i) of Regulation S-K for both EBITDA and Adjusted EBITDA.

    Company
                                            Response 4: We agree with the staff that both “EBITDA” and “Adjusted EBITDA”
                                            are non-GAAP terms, and the Company’s future filings will therefore not refer to either
                                            “EBITDA” or “Adjusted EBITDA” as “GAAP Based”. Furthermore,
                                            because our Loan and Security Agreement uses the term “Adjusted EBITDA,” and
                                            not “EBITDA,” and we believe investors are more interested in our Adjusted EBITDA
                                            rather than EBITDA, our future filings will include a calculation of Adjusted EBITDA, rather
                                            than EBITDA, with a reconciliation showing all adjustments to GAAP net income used in calculating
                                            Adjusted EBITDA.

    Furthermore,
    all of our future filings and press releases which contain references to Adjusted EBITDA will contain a disclosure similar to that
    which appeared under “Non-GAAP Financial Measures” in Exhibit 99.1 to the Company’s Report on Form 8-K referenced
    above and which reads as follows (with a further statement that the Company calculates Adjusted EBITDA in accordance with its loan
    agreement):

    “In
    addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”),
    this news release [report] contains the non-GAAP financial measures Adjusted EBITDA, which we define as GAAP net income (loss) plus
    depreciation of fixed assets and amortization of intangible assets, other (expense) income, net, income tax provision, material one-time
    expenses and income, and stock-based compensation expenses, and Revenue Bookings, which we define as GAAP Revenue, which was $13.8
    million for Q3 2022, plus the change in deferred revenue recorded within the financial reporting period being disclosed, which amounted
    to $0.2 million for Q3 2022.

    We
    use these non-GAAP financial measures in internal forecasts and models when establishing internal operating budgets, supplementing
    the financial results and forecasts reported to our Board of Directors, and evaluating short-term and long-term operating trends
    in our operations. We believe that these measures provide an enhanced understanding of our underlying operational measures to manage
    the business, to evaluate performance compared to prior periods and the marketplace, and to establish operational goals.

    Minim
    believes that these non-GAAP financial measures are also useful to investors and analysts in comparing its performance across reporting
    periods on a consistent basis.

    These
    non-GAAP financial measures should not be considered in isolation or as a substitute for financial information provided in accordance
    with GAAP. These financial measures may not be computed in the same manner as similarly titled measures used by other companies.
    We expect to continue to incur expenses similar to the financial adjustments described above and investors should not infer from
    our presentation of these non-GAAP financial measures that these costs are unusual, infrequent or non-recurring.”

    SEC
                                            Comment 5: In a related matter, please note that EBITDA, by definition, should only reflect
                                            adjustments for interest, taxes, depreciation and amortization. Either remove the other income
                                            from your calculation of EBITDA or revise to include the adjustment in your Adjusted EBITDA
                                            calculation instead. Refer to Question 103.01 of the SEC’s Compliance and Disclosure Interpretations
                                            on Non-GAAP Financial Measure for further

    guidance.

    Company
    Response 5: We agree with the staff’s comment as to the definition of “EBITDA.” However, for the reasons described
    in the response to Comment 4 above, the Company intends to state, and provide reconciliations to GAAP net income, for only Adjusted
    EBITDA, and not EBITDA, in future filings.

    3

    As
    the Company believes is fairly customary for purposes of calculating Adjusted EBITDA, the Company intends to continue to include
    adjustments for “other income (expense)” as those respective amounts are reported in the Company’s GAAP statements
    of operations. We note that those amounts are generally not significant (namely, $24 thousand in the 2021 reported periods and $0
    in the 2022 reported) periods and are generally not reflective of the Company’s normal operations.

    SEC
                                            Comment 6: We note that in the Q3 2022 Financial Updates section at the top of your earnings
                                            release, you disclose gross margin before inventory reserves and net loss before inventory
                                            costing errors. As inventory provisions and write-offs are cost of sales items, and are typically
                                            recurring costs that are based on a variety of factors, tell us how you considered the guidance
                                            in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation
                                            and why you believe excluding these expenses from Non-GAAP performance measures is appropriate.
                                            Additionally, please note that when you present a measure such as these, they should be titled
                                            as Non-GAAP measures and reconciled to the most comparable GAAP measure.

    Company
                                            Response 6: On reflection, we agree with the staff’s comment that the adjusted gross
                                            margin should have been labeled as “Non-GAAP.” We will correct this in future
                                            filings by noting it is a non-GAAP measure and providing the reconciliation to the GAAP measure.

    In
    relation to Question 100.01, we believe that the nature of events that created the reported errors and the reserve are non-recurring.
    The Company’s financial history has not incurred such events of such magnitude, nor do we anticipate these events to occur
    in the future. As described in the “Management’s Report on Internal Control over Financial Reporting” sections
    of Item 9A of the Company’s’ report on Form 10-K/A for the year ende

United States securities and exchange commission logo
December 21, 2022
Dustin Tacker
Chief Financial Officer
Minim, Inc.
848 Elm Street
Manchester, NH 03101
Re:Minim, Inc.
Form 10-K/A for the Year Ended December 31, 2021
Form 10-Q for the Quarter Ended September 30, 2022
Form 8-K furnished November 10, 2022
File No. 001-37649
Dear Dustin Tacker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K/A for the Year Ended December 31, 2021
Item 9A  Controls and Procedures
Managements Report on Internal Control over Financial Reporting, page 35
1.Please revise to explicitly state whether your internal controls over financial reporting are
effective or not effective in accordance with Item 308(a)(3) of Regulation S-K.
Form 10-Q for the Quarter Ended September 30, 2022
Item 4. Controls and Procedures, page 22
2.We note that you have concluded that your disclosure controls and procedures were
effective at September 30, 2022.  Given that your disclosure controls and procedures, and
your internal controls over financial reporting were not effective at December 31, 2021,
and the remediation of the material weakness in internal controls over financial reporting

 FirstName LastNameDustin Tacker
 Comapany NameMinim, Inc.
 December 21, 2022 Page 2
 FirstName LastNameDustin Tacker
Minim, Inc.
December 21, 2022
Page 2
is not yet complete, please tell us how you determined your disclosure controls and
procedures to be effective in both the March 31, 2022 and September 30, 2022 quarters. In
this regard, we also note that you concluded that disclosure controls and procedures were
not effective in the June 30, 2022 quarter. Please advise or revise accordingly.
Form 8-K furnished November 10, 2022
Exhibit 99.1, page 7
3.Please provide further detail on the nature of the adjustment “GAAP sales net to revenue
bookings” and tell us why you believe it is an appropriate adjustment to Adjusted
EBITDA under the guidance in Reg G and Item 10(e) of Regulation S-K.
4.We note that the reconciliation on pages 7 and 8 refers to EBITDA as “GAAP Based”
with Adjusted EBITDA referred to as "Non-GAAP Based."  As EBITDA is a non-GAAP
measure, please revise to retitle this measure to avoid referring to it as a GAAP based
measure.  Your narrative on page 2 should be revised to include all the disclosures
required by Item 10(e)(1)(i) of Regulation S-K for both EBITDA and Adjusted EBITDA.
5.In a related matter, please note that EBITDA, by definition, should only reflect
adjustments for interest, taxes, depreciation and amortization. Either remove the other
income from your calculation of EBITDA or revise to include the adjustment in your
Adjusted EBITDA calculation instead.  Refer to Question 103.01 of the SEC's
Compliance and Disclosure Interpretations on Non-GAAP Financial Measure for further
guidance.
6.We note that in the Q3 2022 Financial Updates section at the top of your earnings release,
you disclose gross margin before inventory reserves and net loss before inventory costing
errors.  As inventory provisions and write-offs are cost of sales items, and are typically
recurring costs that are based on a variety of factors, tell us how you considered the
guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretation and why you believe excluding these expenses from Non-GAAP
performance measures is appropriate.  Additionally, please note that when you present a
measure such as these, they should be titled as Non-GAAP measures and reconciled to the
most comparable GAAP measure.

 FirstName LastNameDustin Tacker
 Comapany NameMinim, Inc.
 December 21, 2022 Page 3
 FirstName LastName
Dustin Tacker
Minim, Inc.
December 21, 2022
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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July
26, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Heather C. Clark, Esq.

    Re:
    Minim, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-257656

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Company respectfully requests that
the effective time and date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated
so that the same will become effective at 4:00 p.m. Eastern on July 28, 2021 or as soon thereafter as is practicable.

In
connection with this request, the Company hereby acknowledges as follows:

    ●
    the
    registrant is aware of its obligations under the Act;

    ●
    should
    the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the SEC from taking any action with respect to the Registration Statement;

    ●
    the
    action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or
    any person under the federal securities laws of the United States.

Under
separate cover, B. Riley Securities, Inc., as representative of the underwriters, will send the SEC a letter joining in this request
for acceleration of the effective date.

[Signature
Page Follows]

    Very
truly yours,

    Minim,
    Inc.

    By:

    /s/
    Sean Doherty

    Name:
    Sean
    Doherty

    Title:

    Chief
    Financial Officer

[Signature
Page to Acceleration Request Letter]

CORRESP
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B.
Riley Securities, Inc.

11100
Santa Monica Blvd., Suite 800

Los
Angeles, CA 90025

July
26, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Heather C. Clark

    Re:
    Minim,
    Inc.

    Registration
    Statement on Form S-l

    File
    No. 333-257656

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the
underwriters of Minim, Inc.’s proposed public offering of its common stock, hereby join Minim, Inc.’s request for acceleration
of the above-referenced Registration Statement, requesting acceleration of the effective date to 4:00 p.m. (Eastern time) on Wednesday,
July 28, 2021, or as soon thereafter as is practicable.

In
accordance with Rule 460 under the Securities Act, and in connection with the foregoing, please be advised that as of the date hereof,
we have distributed approximately 730 electronic copies of the Company’s preliminary prospectus, dated July 26, 2021 to
prospective underwriters, dealers, institutional investors and others.

We,
the undersigned, advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

[Signature
page follows.]

Very
truly yours,

    B. RILEY SECURITIES, INC.

                                                                     as Representative of the Underwriters

    By:
    /s/
    Jimmy Baker

    Name:
    Jimmy
    Baker

    Title:
    Head
    of Capital Markets

[Minim,
Inc. Acceleration Request]

United States securities and exchange commission logo
July 7, 2021
Sean Doherty
Chief Financial Officer
Minim, Inc.
848 Elm Street
Manchester, New Hampshire 03101
Re:Minim, Inc.
Draft Registration Statement on Form S-1
Filed July 2, 2021
File No. 333-257656
Dear Mr. Doherty:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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June
15, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Attn:
Andi Carpenter, Esq.

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Minim,
    Inc. (CIK No. 0001467761)

    Registration
    Statement on Form S-1 (File No. 333-256958)

Dear
Ms. Carpenter:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Minim, Inc. (the “Company”)
respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will
become effective at 9:30 a.m., Eastern Time, on June 17, 2021, or as soon thereafter as is practicable.

We
wish to advise you that there is no underwriter presently engaged for the offer and sale of securities contemplated by the above-referenced
Registration Statement.

This
letter constitutes the Company’s confirmation of its awareness of its obligations under the Act.

    Very truly yours,

    Minim, Inc.

    By:
    /s/
    Sean Doherty

    Name:
    Sean
    Doherty

    Title:
    Chief
    Financial Officer

    Cc:
    Richard
    F. Langan, Jr., Esq.

    Nixon
    Peabody LLP

    Pierce
    H. Han, Esq.

    Nixon
    Peabody LLP

United States securities and exchange commission logo
June 15, 2021
Sean Doherty
Chief Financial Officer
Minim, Inc.
848 Elm Street
Manchester, New Hampshire 03101
Re:Minim, Inc.
Registration Statement on Form S-1
Filed June 10, 2021
File No. 333-256958
Dear Mr. Doherty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Andi Carpenter at 202-551-3645 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 17, 2020
Jeremy Hitchcock
Executive Chairman
Zoom Telephonics, Inc.
225 Franklin Street
Boston, Massachusetts 02110
Re:Zoom Telephonics, Inc.
Registration Statement on Form S-1
Filed June 11, 2020
File No. 333-239122
Dear Mr. Hitchcock:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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zmtp_corresp

June
17, 2020

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Attn:
Erin Purnell, Esq.

100 F.
Street, N.E.

Washington,
D.C. 20549

Re:

Zoom
Telephonics, Inc. (CIK No. 0001467761)

Registration Statement on Form S-1 (File No.
333-239122)

Dear
Ms. Purnell:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended (the “Act”), Zoom Telephonics, Inc. (the
“Company”) respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 9:30 a.m., Eastern Time,
on June 22, 2020, or as soon thereafter as is
practicable.

We wish
to advise you that there is no underwriter presently engaged for
the offer and sale of securities contemplated by the
above-referenced Registration Statement.

This
letter constitutes the Company’s confirmation of its
awareness of its obligations under the Act.

Very truly
yours,

Zoom Telephonics, Inc.

By:

/s/ Jacquelyn Barry
Hamilton

Name:

Jacquelyn Barry
Hamilton

Title:

Chief Financial
Officer

cc:

Richard F. Langan,
Jr., Esq.

Nixon
Peabody LLP

Pierce
H. Han, Esq.

Nixon
Peabody LLP

CORRESP
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Blueprint

Zoom
Telephonics, Inc.

99 High Street

Boston, MA 02110

June
12, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division of
Corporation Finance

100 F.
Street, N.E.

Washington, D.C.
20549

Re:

Zoom Telephonics,
Inc. (the “Company”)

Registration
Statement on Form S-1

File
No. 333-232027

Request
for Acceleration

Ladies
and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests
acceleration by the Securities and Exchange Commission (the
“Commission”) of the effective date of the
Registration Statement on Form S-1 (File No. 333-232027) (the
“Registration
Statement”) of the
Company. The Company respectfully requests that the Registration
Statement become effective as of 4:30 p.m., Washington, D.C. time,
on June 14, 2019, or as soon as practicable
thereafter.

The
Company respectfully requests that it be notified of such
effectiveness by a telephone call to Robert A. Petitt of Burns
& Levinson LLP at (617) 345-3361 and that such effectiveness
also be confirmed in writing.

If you
have any further questions or comments, or if you require any
additional information, please contact the undersigned by telephone
at (617) 423-1072 or our attorney, Robert A. Petitt at the number
above. Thank you for your assistance.

Very
truly yours,

ZOOM
TELEPHONICS, INC.

By:

/s/
Frank B. Manning

Name:

Frank
B. Manning

Title:

Chief
Executive Officer and Acting Chief Financial Officer

cc:

Stephen
D. Brook, Esq., Burns & Levinson LLP

Robert
A. Petitt, Esq., Burns & Levinson LLP

June 11, 2019
Frank Manning
Chairman and Chief Executive Officer
Zoom Telephonics, Inc.
99 High Street
Boston, Massachusetts 02110
Re:Zoom Telephonics, Inc.
Registration Statement on Form S-1
Filed June 7, 2019
File No. 333-232027
Dear Mr. Manning:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Dundas, Attorney  Adviser, at (202) 551-3436 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Robert A. Petitt, Esq.

CORRESP
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Blueprint

Zoom Telephonics, Inc.

99 High Street

Boston, MA 02110

January 11,
2017

VIA
EDGAR AND FACSIMILE

United
States Securities and Exchange Commission

Division of
Corporation Finance

100 F.
Street, N.E.

Washington, D.C.
20549

Re:

Zoom
Telephonics, Inc. (the “Company”)

Registration
Statement on Form S-1

File
No. 333-214980

Request for
Acceleration

Ladies
and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests
acceleration by the Securities and Exchange Commission (the
“Commission”) of the effective date of the
Registration Statement on Form S-1 (File No. 333-214980) (the
“Registration
Statement”) of the
Company. The Company respectfully requests that the Registration
Statement become effective as of 4:30 p.m., Washington, D.C. time,
on January 13, 2017, or as soon as practicable
thereafter.

The
Company respectfully requests that it be notified of such
effectiveness by a telephone call to Robert A. Petitt of Burns
& Levinson LLP at (617) 345-3361 and that such effectiveness
also be confirmed in writing.

If you
have any further questions or comments, or if you require any
additional information, please contact the undersigned by telephone
at (617) 423-1072 or our attorney, Robert A. Petitt at the number
above. Thank you for your assistance.

Very
truly yours,

Zoom
Telephonics, Inc.

By: /s/ Frank B. Manning

Name:
Frank B. Manning

Title:
President, Chief Executive Officer, Chairman of the Board and
acting Chief Financial Officer

cc:

Stephen
D. Brook, Esq., Burns & Levinson LLP

CORRESP
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    zoom_corresp.htm

March 24, 2016

VIA EDGAR

Lahdon Rahmati, Esq.

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Re:

Zoom Telephonics, Inc.

File No. 333-208738

Registration Statement on Form S-1

Dear Ms. Rahmati:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Zoom Telephonics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on Form S-1, File No. 333-208738, filed by the Registrant with the Securities and Exchange Commission (the “Commission”), as amended, and all exhibits thereto (collectively, the “Registration Statement”). We request that the Registration Statement be declared effective at 12:00 p.m. on March 28, 2016, or as soon thereafter as is practicable.

The Registrant acknowledges that:

●

should the Commission or the staff, acting pursuant to the delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

●

the action of the Commission or staff, acting pursuant to the delegated authority, in declaring the Registration Statement effective, does not relieve us from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

●

we may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (617) 753-0025.

Sincerely,

/s/ Phil Frank

Phil Frank

Chief Financial Officer

Zoom Telephonics, Inc.

Zoom Telephonics, Inc., 207 South Street, Boston, MA 02111

Tel: 617.423.1072   Fax: 617.753.0923   www.zoomtel.com

CORRESP
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    zmtp_corresp.htm

June 24, 2015

VIA EDGAR

Larry Sprigel, Esq. and Gregory Dundas, Esq.

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Re:

Zoom Telephonics, Inc.

File No. 333-204502

Registration Statement on Form S-1

Dear Mr. Sprigel and Mr. Dundas:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Zoom Telephonics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on Form S-1, File No. 333-204502, filed by the Registrants with the Securities and Exchange Commission (the “Commission”), as amended, and all exhibits thereto (collectively, the “Registration Statement”). We request that the Registration Statement be declared effective at 12:00 p.m. on June 25, 2015, or as soon thereafter as is practicable.

The Registrant acknowledges that:

●

should the Commission or the staff, acting pursuant to the delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

●

the action of the Commission or staff, acting pursuant to the delegated authority, in declaring the Registration Statement effective, does not relieve us from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

●

we may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (617) 753-0003.

Sincerely,

/s/ Frank Manning

Frank Manning

Chief Executive Officer

Zoom Telephonics, Inc.

June 3 , 2015

Frank Manning
President, Chief Executive Officer , and Chairman of the Board
Zoom Telephonics, Inc.
207 South Street
Boston, Massachusetts 02111

 Re: Zoom Telephonics , Inc.
 Registration Statement on Form S-1
Filed  May 28 , 201 5
  File No.  333-204502

Dear Mr. Manning :

This is to advise you that we have not  reviewed , and will not review , your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with  respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Frank Manning
Zoom Telephonics , Inc.
June 3 , 201 5
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Gregory Dundas, Attorney -Advisor,  at (202) 551 -3436 with any
quest ions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

cc: Daniele Ouellette Levy, Esq.

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    zmtp_corresp.htm

July 19, 2013

VIA EDGAR AND FACSIMILE: 703-813-6986

Larry Sprigel, Esq. and Justin Kisner, Esq.

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Re:

Zoom Telephonics, Inc.

File No. 333-188926

Registration Statement on Form S-1

Dear Mr. Sprigel and Mr. Kisner:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Zoom Telephonics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on Form S-1, File No. 333-188926, filed by the Registrants with the Securities and Exchange Commission (the “Commission”), as amended, and all exhibits thereto (collectively, the “Registration Statement”). We request that the Registration Statement be declared effective at 4:00 P.M. on July 19, 2013, or as soon thereafter as is practicable.

The Registrant acknowledges that:

●

should the Commission or the staff, acting pursuant to the delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

●

the action of the Commission or staff, acting pursuant to the delegated authority, in declaring the Registration Statement effective, does not relieve us from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

●

we may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (617) 753-0003.

Sincerely,

/s/ Frank Manning

Frank Manning

Chief Executive Officer

Zoom Telephonics, Inc.

CORRESP
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    zoom_corresp.htm

July 10, 2013

Via EDGAR

Larry Sprigel, Esq. and Justin Kisner, Esq.

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:
Zoom Telephonics, Inc.

Form 10-K for Year End December 31, 2012

Filed March 29, 2013

Form 10-Q for Period End March 31, 2013

Definitive Proxy Statement

Filed April 30, 2013

File No. 000-53722

Dear Mr. Sprigel and Mr. Kisner:

This letter is in response to the comments made by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its correspondence dated July 9, 2013 (the “Comment Letter”) to Zoom Telephonics, Inc. (the “Company”) with respect to the filings referenced above.

Set forth below are the Company’s responses to the comments in the Comment Letter. For your convenience, we have repeated your comments in bold.

*               *               *

Form 10-Q for the Fiscal Year Ended March 31, 2013

Results of Operations, page 13

1.           We note your response to comment two from our letter dated June 24, 2013.  In your proposed future disclosure you have stated your general inventory reserve policy, but you have not specifically addressed how you considered the decrease in sales in your inventory valuation for obsolete and slow moving products.  Please revise.

Response

Zoom did consider the decrease in sales from Q1 2012 and Q4 2012 to Q1 2013 in determining the proper inventory valuation for obsolete and slow moving products.   Zoom’s net sales decreased $1.16 million from Q1 2012 to Q1 2013, with the majority of the decrease due to a decline in sales of cable modems.  Zoom’s net sales decreased $630 thousand from Q4 2012 to Q1 2013, with Zoom’s cable modem sales dropping $640 thousand and no other product category dropping by more than $25 thousand.  The decrease in cable modem sales from both Q1 2012 and Q4 2012 to Q1 2013 was due to decreases in sales in two cable modem product categories. On March 31, 2013 Zoom had 2.3 months of inventory for one of the two categories and 2.5 months of inventory for the second of the two categories, based on sales in Q1 2013.  Zoom determined not to take an inventory reserve for either of these two cable modem product categories as of March 31, 2013, as the comparison of sales to inventory for these two products showed that recording an inventory reserve for obsolete and slow moving cable modem products was not warranted.

Zoom Telephonics, Inc., 207 South Street, Boston, MA 02111

Tel: 617.423.1072   Fax: 617.753.0923   www.zoomtel.com

We will revise future filings to include the following disclosure and where appropriate will include additional specifics to support Zoom’s inventory valuation:

“Zoom determines its inventory reserves for obsolete and slow moving products by reviewing for each Zoom product its past and forecast sales, open sales orders, inventory levels, planned product changes, and anticipated price drops.  Zoom takes a reserve if this data suggests that Zoom is likely to need to sell a product's inventory below its current inventory valuation in order to sell all of that product's inventory within the next 12 months.

*               *               *

As part of this response letter, the Company acknowledges the following:

●

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this response or any further comments, please contact the undersigned at 617-753-0003.

Very truly yours,

/s/  Frank Manning

Frank Manning

Chief Executive Officer

CORRESP
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July 10, 2013

Via EDGAR

Larry Sprigel, Esq. and Justin Kisner, Esq.

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:           Zoom Telephonics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed July 1, 2013

File No. 333-188926

Dear Mr. Sprigel and Mr. Kisner:

This letter is in response to the comments made by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its correspondence dated July 9, 2013 (the “Comment Letter”) to Zoom Telephonics, Inc. (the “Company”) with respect to the registration statement referenced above.

Set forth below are the Company’s responses to the comments in the Comment Letter. For your convenience, we have repeated your comments in bold.

Results of operations, page 36

Three months ended March 31, 2013 to three months ended March 31, 2012, page 36

1.

We note your response to comment six from our letter dated June 24, 2013.  In the new disclosure you have stated your general inventory reserve policy, but you have not specifically addressed how you considered the decrease in sales in your inventory valuation for obsolete and slow moving products.  Please revise.

Response

Zoom did consider the decrease in sales from Q1 2012 and Q4 2012 to Q1 2013 in determining the proper inventory valuation for obsolete and slow moving products.

We have revised the registration statement to include the following information responsive to your comment:  “Zoom determines its inventory reserves for obsolete and slow moving products by reviewing for each Zoom product its past and forecast sales, open sales orders, inventory levels, planned product changes, and anticipated price drops.  Zoom takes a reserve if this data suggests that Zoom is likely to need to sell a product's inventory below its current inventory valuation in order to sell all of that product's inventory within the next 12 months.  Zoom’s net sales decreased $1.16 million from Q1 2012 to Q1 2013, with the majority of the decrease due to a decline in sales of cable modems.  Zoom’s net sales decreased $630 thousand from Q4 2012 to Q1 2013, with Zoom’s cable modem sales dropping $640 thousand and no other product category dropping by more than $25 thousand.  The decrease in cable modem sales from both Q1 2012 and Q4 2012 to Q1 2013 was due to decreases in sales in two cable modem product categories. On March 31, 2013 Zoom had 2.3 months of inventory for one of the two categories and 2.5 months of inventory for the second of the two categories, based on sales in Q1 2013.  Zoom determined not to take an inventory reserve for either of these two cable modem product categories as of March 31, 2013, as the comparison of sales to inventory for these two products showed that recording an inventory reserve for obsolete and slow moving cable modem products was not warranted.”

Zoom Telephonics, Inc., 207 South Street, Boston, MA 02111

Tel: 617.423.1072   Fax: 617.753.0923   www.zoomtel.com

Exhibits

Exhibit 8.1—Tax Opinion

2.

Revise your tax opinion to remove the ambiguity as to the material tax conclusions that are subject of the opinion.  Revise to make clear that the prospectus disclosure covers all the material, not just certain tax consequences to investors.  Clearly identify the “four statements” contained in the prospectus’ tax discussion referenced by the opinion.  With respect to the opinion’s reiteration of the four statements under “Opinion,” the use of the phrases “appears to meet” and “appear to be consistent” are not sufficiently definitive for a tax opinion.  Please revise accordingly.

Response

We have revised the Tax Opinion, Exhibit 8.1 to address these comments.

*               *               *

As part of this response letter, the Company acknowledges the following:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this response or any further comments, please contact the undersigned at 617-753-0003.

Sincerely,

/s/  Frank Manning

Frank Manning

President and Chief Executive Officer

July 9, 2013

Via E -mail
Mr. Frank Manning
Chief Executive Officer
Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111

Re: Zoom Telephonics, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed July 1, 2013
  File No. 333 -188926

Dear Mr. Manning:

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 1 to Registration Statement on Form S -1

Results of operations, page 36

Three months ended March 31, 2013 to three months ended March 31, 2012 , page 36

1. We note your response to comment six from our letter dated June 24, 2013.   In the new
disclosure you have stated your general inventory reserve policy, but you have not
specifically addressed  how you considered the decrease in sales in your inventory
valua tion for obsolete and slow moving products. Please revise.

Mr. Frank Manning
Zoom Telephonics, Inc.
July 9, 2013
Page 2

 Exhibits

Exhibit 8.1 – Tax Opinion

2. Revise your tax opinion to remove the ambiguity as to the material tax conclusions that
are subject of the opinion.  Revise to make clear that the prospectus d isclosure covers all
material, not just certain tax consequences to investors.  Clearly identify the “four
statements” contained in the prospectus’ tax discussion referenced by the opinion.  With
respect to the opinion’s reiteration of the four statements under “Opinion,” the use of the
phrases “appears to meet” and “appear to be consistent” are not sufficiently definitive for
a tax opinion.  Please revise accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant, at  (202) 551 -3351 if you have questions regarding comments on the

Mr. Frank Manning
Zoom Telephonics, Inc.
July 9, 2013
Page 3

 financial statements and related matters.  Please contact Justin Kisner, Attorney -Adviser, at (202)
551-3788 or me at 202 -551-3810 with  any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Daniele Ouellette Levy, Esq.
 Morse, Barnes -Brown & Pendleton, PC

CORRESP
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    zmtp_corresp.htm

July 1, 2013

Via EDGAR

Larry Sprigel, Esq. and Justin Kisner, Esq.

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:           Zoom Telephonics, Inc.

Form 10-K for Year End December 31, 2012

Filed March 29, 2013

Form 10-Q for Period End March 31, 2013

Definitive Proxy Statement

Filed April 30, 2013

File No. 000-53722

Dear Mr. Sprigel and Mr. Kisner:

This letter is in response to the comments made by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its correspondence dated June 24, 2013 (the “Comment Letter”) to Zoom Telephonics, Inc. (the “Company”) with respect to the filings referenced above.

Set forth below are the Company’s responses to the comments in the Comment Letter. For your convenience, we have repeated your comments in bold.

*               *               *

Form 10-K for the Fiscal Year Ended December 31, 2012

(2) Summary of Significant Accounting Policies, page F-7

(h) Revenue Recognition, page F-9

1.

We note based on your discussion on page F-8 you have significant consigned inventory.  Please disclose your revenue recognition policy as it relates to consignment sales.

Response

We will revise future filings to include the following disclosure:

“When Zoom consigns inventory to a retailer, sales revenue for an item in that inventory is recognized when that item is sold by the retailer to a customer. The item remains in Zoom inventory when it is consigned, and moves out of Zoom inventory when the item is sold by the retailer.”

Form 10-Q for the Quarterly Period Ended March 31, 2013

Results of operations, page 13

2.

We note that sales in the first quarter of 2013 have significantly decreased when compared to the same period last year. Also we note that inventory balance has increased since December 31, 2012. Tell us how you considered the decrease in sales in your inventory valuation for obsolete and slow moving products.

Response

We will revise future filings to include the following disclosure:

“Zoom determines its inventory reserves for obsolete and slow moving products by reviewing for each Zoom product its past and forecast sales, open sales orders, inventory levels, planned product changes, and anticipated price drops.  Zoom takes a reserve if this data suggests that Zoom is likely to need to sell a product's inventory below its current inventory valuation in order to sell all of that product's  inventory within the next 12 months.”

Definitive Proxy Statement

Section 16(a) Beneficial Ownership Reporting Compliance, page 14

3. Please disclose the identity of the directors who failed to file a timely Form 4 disclosure.

Response

The four directors who failed to file a timely Form 4 are J. Ronald Woods, Bernard Furman, Joseph Donovan and Peter Kramer.  We will include this disclosure in future filings.

*               *               *

As part of this response letter, the Company acknowledges the following:

●

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this response or any further comments, please contact the undersigned at 617-753-0003.

Very truly yours,

/s/  Frank Manning

Frank Manning

                       Chief Executive Officer

CORRESP
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    zmtp_corrresp.htm

July 1, 2013

Via EDGAR

Larry Sprigel, Esq. and Justin Kisner, Esq.

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:           Zoom Telephonics, Inc.

Registration Statement on Form S-1

Filed May 29, 2013

File No. 333-188926

Dear Mr. Sprigel and Mr. Kisner:

This letter is in response to the comments made by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its correspondence dated June 24, 2013 (the “Comment Letter”) to Zoom Telephonics, Inc. (the “Company”) with respect to the registration statement referenced above.

Set forth below are the Company’s responses to the comments in the Comment Letter. For your convenience, we have repeated your comments in bold.

General

1.           We note that if you cancel the rights offering, all subscription payments will be returned “as soon as practicable.”  This timing is too vague. Please provide a more definite timeframe (e.g. days, weeks, etc.).

Response

We have revised the registration statement to state that in the event the Company cancels the rights offering, all subscription payments will be returned within 5 business days.

2.           Clarify how shareholders will be notified if the offering is cancelled, terminated or extended.

Response

We have revised the registration statement to state that in the event the rights offering is cancelled, terminated or extended, we will notify shareholders of such cancellation, termination or extension by issuing a press release.  We will file a copy of the press release with the Commission on Form 8-K.

3.           Please confirm that you provided notice of this offering to the Financial Industry Regulatory Authority pursuant to Rule 10b-17 of the Securities Exchange Act of 1934.

Response

We filed the notice of our offering with the Financial Industry Regulatory Authority on May 31, 2013.

4.    We note your statement that you reserve the right in your sole discretion to amend or modify the terms of the rights offering.  Please confirm that if such changes result in a new security being offered shareholders will be afforded an opportunity to change their investment decision.

Response

We have modified the registration statement to delete the statement that we reserve the right to amend or modify the terms of the rights offering since we do not reserve such a right.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 32

Results of Operations, page 36

Three Months Ended March 31, 2013 Compared to Three Months Ended March 21, 2012, page 36

5.    As required by Item 303(a)(3)(iii) of Regulation S-K, please provide a narrative discussion addressing the extent to which your reported decrease in net sales for the first quarter of 2013 compared to the first quarter in 2012 is attributable to increased price, increased volume, the introduction of new products or services, the increased competitive conditions to offer high-demand products such as, DSL and cable broadband modems, to a select number of desired customers, or other relevant factors.

Response

We have revised the registration statement with a narrative discussion that addresses your request.

Results of operations, page 36

Three months ended March 31, 2013 to three months ended March 31, 2012

6.    We note that the sales in the first quarter of 2013 have significantly decreased when compared to the same period last year. Also we note that inventory balance has increased since December 31, 2012.  Please disclose how you considered the decrease in sales in your inventory valuation for obsolete and slow moving products.

Response

We have revised the registration statement to include the following information responsive to your comment:  “Zoom determines its inventory reserves for obsolete and slow moving products by reviewing for each Zoom product its past and forecast sales, open sales orders, inventory levels, planned product changes, and anticipated price drops.  Zoom takes a reserve if this data suggests that Zoom is likely to need to sell a product's inventory below its current inventory valuation in order to sell all of that product's  inventory within the next 12 months.”

Fiscal 2012 Compared to Fiscal 2011, page 40

Liquidity and Capital Resources, page 40

7.           You repeat your liquidity and capital resources discussion for 2013 in this section.  Please delete this repetitive discussion or replace with a of liquidity and capital resources for the years 2011 and 2012.

Response

We have revised the registration statement to delete this repetitive discussion.

8.    Based on your disclosure on page 41, your Financing Agreement has a two year term and has a balance $910,807 as of December 31, 2012.  As such, please include your debt- obligations in your contractual obligations table on page 42.

Response

We have revised the registration statement to include our debt-obligations in the contractual obligation table on page 42.

Business, page 42

Competition, page 49

9.    As a result of its spin-off from Zoom Technologies in 2009, the company became an independent company.  Confirm that your company does not compete against Zoom Technologies.  Describe any continuing relationships between the two companies.

Response

We hereby confirm that our company does not compete against Zoom Technologies.  We have no continuing relationship other than the trademark agreement we filed with the Commission on Form 8-K with the SEC on October 22, 2010.  In addition, Zoom Telephonics owns 80,000 shares of Zoom Technologies as previously disclosed, and some Zoom directors and officers own Zoom Technologies shares that in aggregate total under 2% of Zoom Technologies’ outstanding shares.

Legal Proceedings, page 53

10.    Please revise to include the name of the court or agency in which the proceedings are pending, a description of the factual basis alleged underlying each proceeding, and the relief sought.  Refer to Item 103 of Regulation S-K.

Response

We have revised the registration statement to include the following information responsive to your comment:

“On October 15, 2012, Telecomm Innovations LLC filed suit against us in the U.S. District Court for the District of Delaware for patent infringement.  See Telecomm Innovations LLC v. Zoom Telephonics, Inc., Civil Action No. 1:12-cv-01337-SLR (D. Del.).  Telecomm Innovations alleges that it owns U.S. Patent No. 5,396,519 Patent (“the ‘519 Patent”) and U.S. Patent No. 5,600,712 (“the '712 Patent”) and that we directly and indirectly infringe claims of the '519 Patent and the ’712 Patent, including by making, using, importing, selling, offering for sale, and/or providing or causing to be used products that incorporate dial up modems, including, without limitation, products such as Model 3095 (USB Mini External Modem).  Telecomm Innovations seeks an unspecified amount in damages and attorneys’ fees.  We intend to defend our rights vigorously, and have counterclaimed that the ‘519 Patent and the ’712 Patent are invalid and not infringed.  This matter is currently in a limited discovery phase, and its outcome is uncertain.”

Board of Directors and Management, page 53

Information Regarding the Board of Directors, page 53

11.           Please revise to identify the principal occupation held by Mr. Peter R. Kramer during the past five years.  Refer to Item 401(e)(1) of Regulation S-K.  Further, please explain the listing of Mr. Kramer’s current principal occupation as “Artist” on page 53.  We note Mr. Kramer has been a director of the company since 1977 and served as Executive Vice President from May 1977 until November 2009.

Response

Mr. Kramer retired from his position of Executive Vice President in 2009.  He is currently a full time independent artist.

12.   Please disclose any other directorships held, including any other directorships held during the past five years, by each director.  Refer to Item 401(e)(2) of Regulation S-K.

Response

We have confirmed that the registration statement accurately discloses any other directorships held, including any other directorships held during the past five years, by each director.

Summary of United States Federal Income Tax Consequences, page 60

13.           We note several representations which may be material to investors.  Please file an opinion of counsel or of an independent public or certified public accountant or, in lieu thereof, a revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to the shareholders as described in the filing, or explain why such an opinion need not be filed.  Refer to Item 601(b)(8) of Regulation S-K.  For further guidance, please refer to Section III.A.2, Staff Legal Bulletin No. 19 (CF), available on our website at http://www.sec.gov/interps/legal/cfslb19.htm.

Response

We have provided the tax opinion requested above as Exhibit 8.1.

Notes to Financial Statements Years Ended December 31, 2011 and 2012, page F-7

(2) Summary of Significant Accounting Policies, page F-7

(h) Revenue Recognition, page F-9

14.    We note based on your discussion on page F-8 you have significant consigned inventory.  As such please disclose your revenue recognition policy as it relates to consignment sales.

Response

We have revised the registration statement to include the following disclosure:

“When Zoom consigns inventory to a retailer, sales revenue for an item in that inventory is recognized when that item is sold to by the retailer to a customer. The item remains in Zoom inventory when it is consigned, and moves out of Zoom inventory when the item is sold by the retailer.”

Item 17. Undertakings, page II-4

15.    Please disclose whether the company reserves the right to reoffer unsubscribed shares publicly.  If true, provide the necessary disclosure pursuant to Item 512(c) of Regulation S-K.

Response

Zoom Telephonics, Inc. does not reserve the right to reoffer unsubscribed shares publicly.

Item 17. Undertakings, page II-5

16.     As you cannot incorporate subsequent Exchange Act documents by reference, delete the Item 512(b) undertaking of Regulation S-K.  For guidance please refer to Division of Corporation Finance Compliance and Disclosure Interpretations, Securities Act Rules, Question and Answer 212.11, available at on our website at http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

Response

We have deleted the Item 512(b) undertaking of Regualtion S-K.

Signatures, page II-6

17.    Please revise to include the controller or principal accounting officer signature in addition to your principal executive officer and principal financial officer.  See Instruction 1 to “Signatures” on Form S-1.

Response

We have revised the registration statement to include a signature by our controller.

*               *               *

As part of this response letter, the Company acknowledges the following:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this response or any further comments, please contact the undersigned at 617-753-0003.

 Sincerely,

 /s/  Frank Manning

 Frank Manning

               President and Chief Executive Officer

June 24, 2013

Via E -mail
Mr. Frank Manning
Chief Executive Officer
Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111

Re: Zoom Telephonics, Inc.
Form 10 -K for Year End December 31, 2012
  Filed March 29, 2013
Form 10 -Q for Period End March 31, 2013
Definitive Proxy Statement
  Filed April 30, 2013
File No. 000 -53722

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us  when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additio nal comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

(2)  Summary of Significant Accounting Policies, page F -7

(h) Revenue Recognition, page F -9

1. We note based on your discussion on page F -8 you have si gnificant consigned inventory.
Please disclose your revenue recognition policy as it relates to consignment sales.

Mr. Frank Manning
Zoom Telephonics, Inc.
June 24 , 2013
Page 2

Form 10 -Q for the Quarterly Period Ended March 31, 2013

Results of operations, page 13

2. We note that the sales in the first quarter of 2013 have significantly decreased when
compared to the same period last year. Also we note that inventory balance has increased
since December 31, 2012.  Tell us how you considered the decrease in sales in you r
inventory valuation for obsolete and slow moving products.

Definitive Proxy Statement

Section 16(a) Beneficial Ownership Reporting Compliance, page 14

3. Please disclose the identity of the directors who failed to file a timely Form 4 disclosure.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Frank Manning
Zoom Telephonics, Inc.
June 24 , 2013
Page 3

 You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant, at  (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Justin Kisner, Attorney -Adviser, at (202)
551-3788 or me at 202 -551-3810 with  any other  questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Daniele Ouellette Levy, Esq.
 Morse, Barnes -Brown & Pendleton, PC

June 24, 2013

Via E -mail
Mr. Frank Manning
Chief Executive Officer
Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111

Re: Zoom Telephonics, Inc.
Registration Statement on Form S -1
Filed May 29, 2013
  File No. 333 -188926

Dear Mr. Manning :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe 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 any amendment to your regist ration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -1

General

1. We note that if you cancel the rights offering, all subscription payments will be returned
“as soon as practicable.”  This timing is too vague.  Please revise to provide a more
definite timeframe (e.g. days, weeks, etc.).

2. Clarify how shareholders will be notified if the offering is cancelled, terminated or
extended.

3. Please confirm that you provide d notice of this offering to the Financial Industry
Regulatory Authority pursuant to Rule 10b -17 of the Securities Exchange Act of 1934.

Mr. Frank Manning
Zoom Telephonics, Inc.
June 24, 2013
Page 2

 4. We note your statement that you reserve the right in your sole discretion to amend or
modify the terms of the rights offering.  Please confirm that if such changes result in a
new security being offered shareholders will be afforded an opportunity to change their
investment decision.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32

Results of Operations, page 36

Three Months Ended March 31, 2013 Compared to Three Months Ended March 21, 2012, page
36

5. As required by Item 303(a)(3)(iii) of Regulation S -K, please provide a narrative
discussion addressing the extent to which yo ur reported decrease in net sales for the first
quarter of 2013 compared to the first quarter in 2012 is attributable to increased price,
increased volume, the introduction of new products or services, the increased competitive
conditions to offer high -demand products such as, DSL and cable broadband modems, to
a select number of desired customers, or other relevant factors.

Results of operations, page 36

Three months ended March 31, 2013 to three months ended March 31, 2012

6. We note that the sales in the  first quarter of 2013 have significantly decreased when
compared to the same period last year. Also we note that inventory balance has increased
since December 31, 2012.  Please disclose how you considered the decrease in sales in
your inventory valuation  for obsolete and slow moving products.

Fiscal 2012 Compared to Fiscal 2011, page 40

Liquidity and Capital Resources, page 40

7. You repeat your liquidity and capital resources discussion for 2013 in this section.  Please
delete this repetitive discussion or replace with a of liquidity and capital resources for the
years 2011 and 2012.

8. Based on your disclosure on page 41, your Financing Agreement has a two year term and
has a balance $910,807 as of December 31, 2012.  As such, please include you r debt -
obligations in your contractual obligations table on page 42.

Mr. Frank Manning
Zoom Telephonics, Inc.
June 24, 2013
Page 3

 Business, page 42

Competition, page 49

9. As a result of its spin -off from Zoom Technologies in 2009, the company became an
independent company.  Confirm that your company does not compet e against Zoom
Technologies.  Describe any continuing relationships between the two companies.

Legal Proceedings, page 53

10. Please revise to include the name of the court or agency in which the proceedings are
pending, a description of the factual basis al leged underlying each proceeding, and the
relief sought.  Refer to Item 103 of Regulation S -K.

Board of Directors and Management, page 53

Information Regarding the Board of Directors, page 53

11. Please revise to identify the principal occupation held by Mr . Peter R. Kramer during the
past five years.  Refer to Item 401(e)(1) of Regulation S -K.  Further, please explain the
listing of Mr. Kramer’s current principal occupation as “Artist” on page 53.  We note Mr.
Kramer has been a director of the company since  1977 and served as Executive Vice
President from May 1977 until November 2009.

12. Please disclose any other directorships held, including any other directorships held during
the past five years, by each director.  Refer to Item 401(e)(2) of Regulation S -K.

Summary of United States Federal Income Tax Consequences, page 60

13. We note several representations which may be material to investors.  Please file an
opinion of counsel or  of an independent public or certified public accountant or, in lieu
thereof, a revenue ruling from the Internal Revenue Service, supporting the tax matters
and consequences to the shareholders as described in the filing, or explain why such an
opinion nee d not be filed.  Refer to Item 601(b)(8) of Regulation S -K.  For further
guidance, please refer to Section III.A.2, Staff Legal Bulletin No. 19 (CF), available on
our website at http://www.sec.go v/interps/legal/cfslb19.htm .

Mr. Frank Manning
Zoom Telephonics, Inc.
June 24, 2013
Page 4

 Notes to Financial Statements Years Ended December 31, 2011 and 2012, page F -7

(2) Summary of Significant Accounting Policies, page F -7

(h) Revenue Recognition, page F -9

14. We note based on your discussion on page F -8 you have  significant consigned inventory.
As such please disclose your revenue recognition policy as it relates to consignment
sales.

Item 17. Undertakings, page II -4

15. Please disclose whether the company reserves the right to reoffer unsubscribed shares
publicl y.  If true, provide the necessary disclosure pursuant to Item 512(c) of Regulation
S-K.

Item 17. Undertakings, page II -5

16. As you cannot incorporate subsequent Exchange Act documents by reference, delete the
Item 512(b) undertaking of Regulation S -K.  For  guidance please refer to Division of
Corporation Finance Compliance and Disclosure Interpretations, Securities Act Rules,
Question and Answer 212.11, available at on our website at
http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm .

Signatures, page II -6

17. Please revise to include the controller or principal accounting officer signature in addition
to your principal executive officer and principal financial officer.  See Instruction 1 to
“Signatures” on Form S -1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwith standing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Mr. Frank Manning
Zoom Telephonics, Inc.
June 24, 2013
Page 5

  the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Inessa K essman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant, at  (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Justin Kisner, Attorney -Adviser, at (202)
551-3788 or me at 202 -551-3810 with  any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Daniele Ouellette Levy, Esq.
 Morse, Barnes -Brown & Pendleton, PC