SecProbe.io

CORRESP
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VIA
EDGAR

ZK
INTERNATIONAL GROUP CO., LTD.

c/o
Zhejiang Zhengkang Industrial Co., Ltd.

No.
678 Dingxiang Road, Binhai Industrial Park

Economic
& Technology Development Zone

Wenzhou,
Zhejiang Province

People’s
Republic of China 325025

March
9, 2026

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jenny O’Shanick

    RE:
    ZK
    International Group Co., Ltd.

    Registration
    Statement on Form F-3

    File
    No. 333-293677

    Request for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the above-referenced Registration Statement so it will become effective on March 11, 2026
at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as ZK International Group Co., Ltd. (the “Company”)
or its counsel may request by telephone call to the Staff.

Please
contact Pang Zhang-Whitaker of Carter Ledyard & Milburn LLP, counsel to the Company, at (212) 238-8844, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    ZK
    International Group Co., Ltd.

    By:
    /s/
    Ruihong Ma

    Name:
    Ruihong
Ma

    Title:
    Chief
    Executive Officer

cc:

Pang
Zhang-Whitaker, Esq.

Darius
R. Alam, Esq.

Carter
Ledyard & Milburn LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 3, 2026

Ruihong Ma
Chief Executive Officer
ZK International Group Co., Ltd.
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People s Republic of China

 Re: ZK International Group Co., Ltd.
 Registration Statement on Form F-3
 Filed February 24, 2026
 File No. 333-293677
Dear Ruihong Ma:

 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Pang Zhang-Whitaker
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 25, 2023
Di Chen
Corporate Secretary
ZK International Group Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Re:ZK International Group Co., Ltd.
Form 20-F for the Fiscal Year Ended September 30, 2021
Filed January 28, 2022
File No. 001-38146
Dear Di Chen:
            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

CORRESP
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ZK INTERNATIONAL GROUP CO., LTD.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zhejiang Province

People’s Republic of China 325025

June 30, 2022

Via Electronic Mail

Dale Welcome

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

    Re:
    ZK International Group Co., Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
May 26, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to ZK International
Group Co., Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amended 20-F (the “Form 20-F/A”) is being submitted to accompany
this letter.

Form 20-F for the Fiscal Year Ended September
30, 2021

Part I, page 5

 1. At the onset of Part I, please revise to disclose prominently the following:

 • whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021;

 • whether and how the Holding Foreign Companies Accountable Act, the Accelerating
Holding Foreign Companies Accountable Act, and related regulations will affect your company, including the time frame change in PCAOB
inspections to two consecutive years instead of three years;

 • whether you have been or are expect to be identified by the Commission under
the HFCAA; and

 • a cross-reference to more detailed disclosures in your risk factors, including
the heading of the risk factor.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added the required disclosure in a section titled “Implications of
the Holding Foreign Companies Accountable Act (“HFCAA”)” on page 6 of the Form 20-F/A that ZH CPA, LLC is not subject
to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16,
2021. In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because
of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s
securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s
securities. In addition, under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if
our auditor is not inspected by the PCAOB for three consecutive years, which could be reduced to two consecutive years if the Accelerating
Holding Foreign Companies Accountable Act is signed into law, and this ultimately could result in our ordinary shares being delisted by
and exchange, Neither ZK International nor any of its subsidiaries has been identified and we do not expect ZK International or any of
its subsidiaries to be identified by the Commission under the HFCAA.. We have also added cross-reference to the risk factor “Item
3.D Risk Factors – Risk Related to our Ordinary Shares – Our ordinary shares may be delisted under the Holding Foreign Companies
Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our ordinary
shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

In addition, we revised “Item 3. Key Information
 – Summary of Risk Factors – Risk Related to our Ordinary Shares – Risks that trading in our securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor
and that as a result an exchange may determine to delist our securities” on page 15 of the Form 20-F/A and “Item 3.D Risk
Factors – Risk Related to our Ordinary Shares – Our ordinary shares may be delisted under the Holding Foreign Companies Accountable
Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our ordinary shares,
or the threat of their being delisted, may materially and adversely affect the value of your investment” starting on page 41 of
the Form 20-F/A to dislose the required information.

 2. At the onset of Part I, please disclose prominently that you are not a Chinese operating company but
a British Virgin Islands holding company with operations conducted by your subsidiaries, primarily based in China, and that this structure
involves unique risks to investors. Provide a cross-reference to your detailed discussion of risks facing the company as a result of this
structure.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added the required disclosure in the first paragraph of the section titled
 “Corporate Structure and the Risks Relating to Being a China-based Company” on page 7 of the Form 20-F/A and added a cross-reference
to the risk factors “Item 3.D Risk Factors — Risks Related to Our Corporate Structure —ZK International is a holding
company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make
dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our expenses or pay
dividends to holders of our ordinary shares.” on page 40 and “PRC regulation of loans to and direct investment in PRC entities
by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC
operating subsidiaries.”

 3. At the onset of Part I, please provide prominent disclosure about the legal and operational risks associated
with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these
risks could result in a material change in your operations and/or the value of your ordinary shares or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those
related data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange.

RESPONSE: We note the Staff’s
comment, and in response hereto, respectfully advise the Staff that we added the required disclosure in the second paragraph of the
section titled “Corporate Structure and the Risks Relating to Being a China-based Company” on page 7
of the Form 20-F/A.

 4. We note your disclosures on page 3; however, when you provide disclosure throughout the filing please
make it clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting business operations.
Refrain from using terms such as “we” or “our” when describing activities or functions of a subsidiary. For example,
disclose, if true, that your subsidiaries conduct operations in China and that the holding company does not conduct operations. Disclose
clearly the entity (including the domicile) in which investors own an interest.

RESPONSE: We note the Staff’s
comment, and in response hereto, respectfully advise the Staff that we have revised our disclosure throughout the Form 20-F/A, to
make it clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business
operations and, to refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entity, and that our subsidiaries conduct operations in China and that
the holding company does not conduct operations. We also added a statement on page 3 of the Form 20-F/A that Investors are cautioned
that you own interest in ZK International, the holding company established in the British Virgin Islands that does not have conduct
material operations. ZK International conducts business thought it subsidiaries, primarily based in China.

Item 3. Key Information, page 5

 5. At the onset of Item 3, please disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the filing. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in your operations and/or the value of your ordinary shares. Acknowledge any risks that any actions
by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a section titled “Summary of Risk Factors”, which included
subsections titled “Risks Related to Doing Business in China” and “Risks Related to Our Corporate Structures”
starting on page 7 of the Form 20-F/A.

 6. Please disclose each permission or approval that you or your subsidiaries are required to obtain from
Chinese authorities to operate your business and to offer securities to foreign investors. State whether you or your subsidiaries are
covered by permission requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
any other governmental agency that is required to approve operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added the required disclosure under the section titled “PRC Permissions
and Approvals” on page 16 of the Form 20-F/A.

 7. At the onset of Item 3, please provide a clear description of how cash is transferred through your
organization. Disclose your intentions to distribute earnings or settle amounts owed under applicable agreements. Quantify any cash flows
and transfers of other assets by type that have occurred between the holding company and its subsidiaries and direction of transfer. Quantify
any dividends or distributions that a subsidiary have made to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make
clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability
to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to
distribute earnings from the company, including your subsidiaries to the parent company and U.S. investors as well as the ability to settle
amounts owed under applicable agreements.

RESPONSE: We note
the Staff’s comment, and in response hereto, respectfully advise the Staff that we added the required disclosure under the section
titled “Cash and Asset Transfers within the Corporate Structure” starting on page 16 of the Form 20-F/A.

 8. Please disclose that trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange
may determine to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December
16, 2021.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a section titled “Implications of the Holding Foreign Companies
Accountable Act (“HFCAA”)” on page 6 of the Form 20-F/A. We also highlighted such risk in ““Item 3. Key
Information – Summary of Risk Factors – Risk Related to our Ordinary Shares – Risks that trading in our securities may
be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely
our auditor and that as a result an exchange may determine to delist our securities” on page 15 of the Form 20-F/A,

A. Selected Financial Data, page 5

 9. Please ensure amounts presented here correspond with amounts presented in your financial statements.
In this regard, we note you disclose income from operations for the year ended September 30, 2021; however, you disclose an operating
loss in your financial statements.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised the section titled “Selected Financial Data” on page
18 of the Form 20-F/A to reconcile the amount with the audited financial statements.

D. Risk Factors, page 6

 10. Given the Chinese government’s significant oversight and discretion over the conduct of your
business, please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of your securities. Also, given recent statements by
the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China- based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE: We note the Staff’s
comment, and in response hereto, respectfully advise the Staff that we added a risk factor titled
 “The Chinese government may intervene or influence the operations of the PRC subsidiaries
at any time. Such risks may result in a material change in the operations of the PRC subsidiaries, significant depreciation of the
value of our ordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors and
cause the value of such securities to significantly decline or be worthless” on page 32 of the Form 20-F/A.

 11. Since your officers and directors are located in China, as disclosed in your risk factor on page 21,
please revise to also include a separate Enforceability section to disclose the difficulty of bringing actions and enforcing judgements
against these individuals.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised the risk factor “Since the operations of the PRC subsidiaries
and substantially all of our assets are located in the P

United States securities and exchange commission logo
May 26, 2022
Di Chen
Corporate Secretary
ZK International Group Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Re:ZK International Group Co., Ltd.
Form 20-F for the Fiscal Year Ended September 30, 2021
Filed January 28, 2022
File No. 001-38146
Dear Mr. Chen:
            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 20-F for the Fiscal Year Ended September 30, 2021
Part I, page 5
1.At the onset of Part I, please revise to disclose prominently the following:
•whether your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021;
•whether and how the Holding Foreign Companies Accountable Act, the Accelerating
Holding Foreign Companies Accountable Act, and related regulations will affect your
company, including the time frame change in PCAOB inspections to two consecutive
years instead of three years;
•whether you have been or are expect to be identified by the Commission under the
HFCAA; and
•a cross-reference to more detailed disclosures in your risk factors, including the

 FirstName LastNameDi Chen
 Comapany NameZK International Group Co., Ltd.
 May 26, 2022 Page 2
 FirstName LastNameDi Chen
ZK International Group Co., Ltd.
May 26, 2022
Page 2
heading of the risk factor.

2.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a British Virgin Islands holding company with operations conducted by your
subsidiaries, primarily based in China, and that this structure involves unique risks to
investors. Provide a cross-reference to your detailed discussion of risks facing the
company as a result of this structure.
3.At the onset of Part I, please provide prominent disclosure about the legal and operational
risks associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your ordinary shares or could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.
4.We note your disclosures on page 3; however, when you provide disclosure throughout
the filing please make it clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting business operations. Refrain from using
terms such as “we” or “our” when describing activities or functions of a subsidiary. For
example, disclose, if true, that your subsidiaries conduct operations in China and that the
holding company does not conduct operations. Disclose clearly the entity (including the
domicile) in which investors own an interest.
Item 3. Key Information, page 5
5.At the onset of Item 3, please disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the filing. For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your ordinary
shares. Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

 FirstName LastNameDi Chen
 Comapany NameZK International Group Co., Ltd.
 May 26, 2022 Page 3
 FirstName LastNameDi Chen
ZK International Group Co., Ltd.
May 26, 2022
Page 3
6.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer securities to foreign
investors. State whether you or your subsidiaries are covered by permission requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC) or any other governmental agency that is required to approve operations,
and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
7.At the onset of Item 3, please provide a clear description of how cash is transferred
through your organization. Disclose your intentions to distribute earnings or settle
amounts owed under applicable agreements. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company and its subsidiaries
and direction of transfer. Quantify any dividends or distributions that a subsidiary have
made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries to the parent company and U.S. investors
as well as the ability to settle amounts owed under applicable agreements.
8.Please disclose that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or
investigate completely your auditor, and that as a result an exchange may determine to
delist your securities. Disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021.

A. Selected Financial Data, page 5
9.Please ensure amounts presented here correspond with amounts presented in your
financial statements. In this regard, we note you disclose income from operations for the
year ended September 30, 2021; however, you disclose an operating loss in your financial
statements.
D. Risk Factors, page 6
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material

 FirstName LastNameDi Chen
 Comapany NameZK International Group Co., Ltd.
 May 26, 2022 Page 4
 FirstName LastNameDi Chen
ZK International Group Co., Ltd.
May 26, 2022
Page 4
change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

11.Since your officers and directors are located in China, as disclosed in your risk factor on
page 21, please revise to also include a separate Enforceability section to disclose the
difficulty of bringing actions and enforcing judgements against these individuals.
Item 5. Operating and Financial Review and Prospects, page 55
12.We note your disclosures under operating results beginning on page 55 do not quantify
and fully explain the reasons for material changes during the periods presented. Please
more fully address the following:
•revise your discussion of changes in revenues to quantify and disclose the impact of
changes in the volume of goods sold and the average selling prices during each
period and disclose and discuss the factors that impacted changes in volume and
price during each period; and
•given the material impact certain products have on gross profit margins, quantify
revenues by material product type/line and disclose and discuss the impact of changes
in product mix on gross profit margins during each period.
13.We note your disclosures under liquidity and capital resources on page 61 regarding the
aging of accounts receivable as of the last three balance sheet dates. We note you
indicate you evaluate the adequacy of your allowance for doubtful accounts based on
individual account analysis and historical collection trends; however, we also note the
significant deterioration in the aging of accounts receivable during the last three year,
including the fact that approximately 57% of outstanding accounts receivable at
September 30, 2021 are greater than one year old. Please more fully disclose and discuss
the specific facts and circumstances that resulted in the significant deterioration in the
aging of accounts receivable during the last three year and more fully explain how and
why you concluded the related allowance is adequate. Please also tell us and disclose the
amount of outstanding accounts receivable at September 30, 2021 that have been
subsequently collected.
14.Please disclose and discuss information regarding your critical accounting estimates.
Refer to Item 5.E of Form 20-F.
Item 10. Additional Information
D. Exchange Controls, page 79
15.We note two references to a VIE in the PRC in the last paragraph of this section on page
81; however, we noted no disclosures throughout the filing that indicate you operate

 FirstName LastNameDi Chen
 Comapany NameZK International Group Co., Ltd.
 May 26, 2022 Page 5
 FirstName LastName
Di Chen
ZK International Group Co., Ltd.
May 26, 2022
Page 5
through a VIE structure. Please explain to us and/or revise your disclosures to address this
apparent inconsistency. If accurate, please affirmatively state at the onset of Part I that you
do not use a VIE structure.
Consolidated Financial Statements
Note 8 - Long-Term Investment, page F-17
16.We note you entered into a Subscription Agreement with CG Malta that resulted in an
ownership interest of 15.73 % and it appears you are committed to purchase additional
ownership interests no later than April 30, 2022. We also note you account for your
investment in CG Malta at cost under ASC 321 and have elected the measurement
alternative under ASC 321 to use cost minus impairment for the subsequent measurement
of this investment. Based on your ownership interest and your commitment to purchase
additional ownership interests, please more fully explain to us how you determined this
investment is not required to be accounted for under ASC 323. Please also explain to us if
and how the purchase of additional ownership interests subsequent to year-end impacted
your accounting for this investment. In addition, given the materiality of this investment to
your assets and total equity, please revise your disclosures under either Item 4 or Item 5 to
more fully address the current financial condition and results of operations of CG Malta.
Your disclosures should allow investors to better understand the nature and magnitude of
CG Malta's operations so they can better assess the purchase price.
Note 19 - Segment Reporting, page F-25
17.We note you determined you have one operating segment as defined by ASC 280. Based
on the significant differences between your historical business operations in China relative
to the business operations conducted by and expected to be conducted by the multiple
xSigma subsidiaries, please more fully explain to us how you determined you have one
operating segment.
            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 Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 16, 2019
Shaochai Yang
Chief Financial Offier
ZK International Group Co., Ltd.
No.678 Dingxiang Road
Binhai Industrial Park
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:ZK International Group Co., Ltd.
Form 20-F For the Year Ended September 30, 2018
Filed January 31, 2019
File No. 001-38146
Dear Ms. Yang:
            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 and
Construction

CORRESP
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ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial
Park

Economic & Technology Development
Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

July 8, 2019

Via E-Mail

Division of Corporation Finance

Officer of Manufacturing and Construction

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

    Re:
    ZK International Group Co., Ltd.

Annual Report on Form 20-F
for the Year Ended September 30, 2018

Submitted January 31, 2019

File No. 001-38146

Dear Ms. Long:

We are in receipt of your comment letter
dated June 4, 2019 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions
raised by the Staff. For your convenience, the matters are listed below, followed by our responses:

Item 3 Key Information

A. Selected Financial Data, page 5

    1.
    We note that you only presented selected financial data for the years ended September 30, 2016, 2017 and 2018 and you did not explain the reasons for the omission in the filing of financial data for the year ended September 30, 2015 which was the earliest audited period presented in your initial registration statement. Please revise future filings to comply fully with Item 3(A) of Form 20-F and the related instructions or tell us why you believe no such revision is required.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have revised the Selected Financial Data to include the financial data for the year ended September 30, 2015.

Item 15. Controls and Procedures, page 74

    2.
    We note that your disclosure of remediation plans appears to replicate the disclosure provided in the prior year’s 20-F. Please revise to discuss the status of your remediation activities, what remediation steps have yet to be taken and the approximate timeline for those plans for each category of material weaknesses.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we revise our disclosure under Item 15
as follows:

As a result,
the Company plans to develop remedial actions to strengthen its accounting and financial reporting functions. To strengthen the
Company’s internal control over financial reporting, the Company plans to put design, implement, and test internal control
over financial reporting. In addition to the foregoing efforts, the Company expects to implement the following remedial actions:

 · Development and formalization of key accounting and financial reporting policies and procedures
by September 30, 2019;

 · Hire addition personnel with experience in US GAAP financial reporting and control procedures;
and

 · Formalization of periodic communication between management and the audit committee by September
30, 2019.

Notes to Financial Statements

Note 2 – Significant Accounting Policies Accounts Receivable, page F-10

    3.
    We note you appear to have removed certain accounts receivable disclosures, including discussion of your detailed allowance determination methodology (e.g., you previously disclosed you provide an allowance of 5% for accounts receivable balances that have been outstanding between 1 year and 2 years, 20% for balances that have been outstanding between 2 years and 3 years, 40% for balances that have been outstanding between 3 years to 5 years, and 100% for balances older than 5 years), aging schedule, subsequent collections and when you expect the outstanding amounts to be collected. We note this information was included in your initial registration statement, and certain disclosures were added in direct response to comment 12 in our letter dated February 10, 2017. As accounts receivable remains your most significant asset and continues to increase over time, we continue to believe you should present in future filings the expanded accounts receivable disclosures that were previously included in your initial registration statement, to better assist investors in assessing collectability of your accounts receivable.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully clarify for the Staff that we removed the discussion of our allowance determination
methodology because we evaluate our bad debt allowance on case by case basis. The aging of one client’s accounts receivable
still remains as the most important factor to determine the allowance. However, we will also consider other factors, including
the subsequent collection and financial condition of the client. This methodology is more compliant with US GAAP than our previous
methodology which applied fixed allowance rate to each aging category.

The following table has been included in our Liquidity
and Capital Resources section and provides our net accounts receivable aging schedule as of September 30, 2018, 2017, 2016
and 2015:

    Total

    < 1 Year

    1 – 2 Years

    2-3 Years

    > 3 Years

    As of September 30, 2018

    $
    27,134,237

    $
    20,549,351

    $
    4,222,769

    $
    2,037,074

    $
    325,043

    As of September 30, 2017

    $
    21,261,609

    $
    15,048,061

    $
    5,516,294

    $
    532,776

    $
    164,478

    As of September 30, 2016

    $
    23,843,980

    $
    20,003,450

    $
    3,345,126

    $
    383,699

    $
    111,705

    As of September 30, 2015

    $
    15,225,136

    $
    14,218,558

    $
    336,988

    $
    617,243

    $
    52,347

The following table summarizes the amount that we
subsequently collected as of May 31, 2019 based on the aging schedule above:

    Total

    < 1 Year

    1 – 2 Years

    2-3 Years

    > 3 Years

    September 30, 2018

    $
    27,134,237

    $
    20,549,351

    $
    4,222,769

    $
    2,037,074

    $
    325,043

    Subsequently collected

    $
    17,588,664

    $
    13,687,958

    $
    2,606,858

    $
    1,022,092

    $
    271,756

We expect the unreserved accounts receivable are all
collectible within the next 12 months, as our customers keep making payment and there are no indications that we will not be able
to collect the remaining balance.

    4.
    You indicate on page 9 that some of your accounts receivable have carried a balance owed for more than three years. Please tell us how you considered reclassifying the portion of accounts receivable that are not expected to be collected within one year as non-current on your balance sheet.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we evaluated the clients who carried a balance owed for
more than three years on individual basis and followed up with each client on their payment schedule, we concluded that the unreserved
accounts receivable aged for more than three year are all collectible within the next 12 months. As shown in the subsequent collection
table, we have collected $271,756, representing 83.6% of such accounts receivable as of May 31, 2019.

Recent Accounting Pronouncements, page F-13

    5.
    We note your disclosures in prior filings and on page 20 of this Form 20-F, that you have irrevocably elected not to avail yourself of the exemption from delaying the adoption of new or revised accounting standards and that you will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We also note your disclosure on pages F-13 and F-15 that you have not adopted ASC 606 as of September 30, 2018 because you are an EGC. Please revise to clearly indicate the date on which you will adopt the new revenue guidance.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we plan to adopt ASC 606 for the fiscal year
ended September 30, 2019. We have revised disclosure in our 20-F/A in Risk Factors – Risks Related to Our Ordinary Shares
– We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable
to emerging growth companies will make our ordinary shares less attractive to investors.

Note 16 – Segment Reporting, page F-22

    6.
    You state that management, including the CODM, reviews operating results by the revenue of different products. Tell us what consideration you have given to presenting disaggregated revenue information consistent with the product category information provided to and reviewed by your management. Refer to ASC 280-10-50-40.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully clarify for the Staff that the company believes further breakout of
the revenue by products is not required. In reaching this conclusion, the company considered the guidance related to the segment
aggregation criteria in ASC 280-10-50-11. Specifically, we note that the products have similar production processes, classes of
customers, and methods used to distribute such products. For example, pipe products and pipe fitting products, which are two major
segments of our products, are generally sold to water and gas suppliers, and our clients usually purchase both segments of products
in one order so they can be assembled into one system. In addition, the two segments of our products are produced in similar fashion
as pipe fitting products are generally made from pipe products with few additional processes, such as bending, cutting, reshaping
and polishing. We believe all our product segments possess similar economic characteristics, and therefore should be aggregated
into one operating segment.

We hope this response
has addressed all of the Staff's concerns relating to the Comment Letter. Should you have additional questions regarding the information
contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq.
of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

    ZK International Group Co., Ltd.

    By:
    /s/ Jiancong Huang

    Name:
    Jiancong Huang

    Title:
    Chairman of the Board & Chief Executive Officer

CORRESP
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July 3, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F. Street NE

Washington, DC 20549

Attention: Sisi Cheng and Kevin Stertzel

    Re:
    ZK International Group Co., Ltd.

    Form 20-F for Fiscal year Ended September 30, 2018

    Filed January 31, 2019

    File No. 001-38146

Dear Ms. Chen and Mr. Stertzel:

Reference is made to the letter (the “Comment
Letter”) dated June 4, 2019, containing comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission on ZK International Group Co., Ltd.’s Annual Report on Form 20-F
for the fiscal year ended September 30, 2018. We submitted a letter on June 18, 2019 on behalf of ZK International Group Co., Ltd.
(the “Company”) to request a ten (10) business day extension of the deadline for responding to the Comment Letter.
We submit this letter on behalf of the Company to request an additional three (3) business day extension of the deadline in order
to allow the Company additional time to gather necessary information and respond fully to the Comment Letter. This letter confirms
that the Company anticipates submitting its response to the Comment Letter on or before July 8, 2019.

If you have any questions, please do not
hesitate to contact William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. at wsr@orllp.legal or jye@orllp.legal.

Sincerely,

    Very truly yours,

    /s/ Ortoli Rosenstadt

    Ortoli Rosenstadt LLP

    cc:
    Di Chen, Corporate Secretary, ZK International Group Co., Ltd.

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June 18, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F. Street NE

Washington, DC 20549

Attention: Sisi Cheng and Kevin Stertzel

    Re:
    ZK International Group Co., Ltd.

    Form 20-F for Fiscal year Ended September 30, 2018

    Filed January 31, 2019

    File No. 001-38146

Dear Ms. Chen and Mr. Stertzel:

Reference is made to the letter (the “Comment
Letter”) dated June 4, 2019, containing comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission on ZK International Group Co., Ltd.’s Annual Report on Form 20-F
for the fiscal year ended September 30, 2018. We submit this letter on behalf of ZK International Group Co., Ltd. (the “Company”)
to request a ten (10) business day extension of the deadline for responding to the Comment Letter in order to allow the Company
additional time to gather necessary information and respond fully to the Comment Letter. This letter confirms that the Company
anticipates submitting its response to the Comment Letter on or before July 2, 2019.

If you have any questions, please do not
hesitate to contact William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. at wsr@orllp.legal or jye@orllp.legal.

Sincerely,

    Very truly yours,

    /s/ Ortoli Rosenstadt

    Ortoli Rosenstadt LLP

    cc:
    Di Chen, Corporate Secretary, ZK International Group Co., Ltd.

June 4, 2019
Shaochai Yang
Chief Financial Offier
ZK International Group Co., Ltd.
No.678 Dingxiang Road
Binhai Industrial Park
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:ZK International Group Co., Ltd.
Form 20-F For the Year Ended September 30, 2018
Filed January 31, 2019
File No. 001-38146
Dear Ms. Yang:
            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 20-F For the Year Ended September 30, 2018
Item 3 Key Information
A. Selected Financial Data , page 5
1.We note that you only presented selected financial data for the years ended September 30,
2016, 2017 and 2018 and you did not explain the reasons for the omission in the filing of
financial data for the year ended September 30, 2015 which was the earliest audited period
presented in your initial registration statement. Please revise future filings to comply fully
with Item 3(A) of Form 20-F and the related instructions or tell us why you believe no
such revision is required.
Item 15. Controls and Procedures , page 74
2.We note that your disclosure of remediation plans appears to replicate the disclosure

 FirstName LastNameShaochai  Yang
 Comapany NameZK International Group Co., Ltd.
 June 4, 2019 Page 2
 FirstName LastNameShaochai  Yang
ZK International Group Co., Ltd.
June 4, 2019
Page 2
provided in the prior year’s 20-F. Please revise to discuss the status of your remediation
activities, what remediation steps have yet to be taken and the approximate timeline for
those plans for each category of material weaknesses.
Notes to Financial Statements
Note 2 – Significant Accounting Policies
Accounts Receivable , page F-10
3.We note you appear to have removed certain accounts receivable disclosures, including
discussion of your detailed allowance determination methodology (e.g., you previously
disclosed you provide an allowance of 5% for accounts receivable balances that have been
outstanding between 1 year and 2 years, 20% for balances that have been outstanding
between 2 years and 3 years, 40% for balances that have been outstanding between 3
years to 5 years, and 100% for balances older than 5 years), aging schedule, subsequent
collections and when you expect the outstanding amounts to be collected.  We note this
information was included in your initial registration statement, and
certain disclosures were added in direct response to comment 12 in our letter dated
February 10, 2017. As accounts receivable remains your most significant asset and
continues to increase over time, we continue to believe you should present in future filings
the expanded accounts receivable disclosures that were previously included in your initial
registration statement, to better assist investors in assessing collectability of your accounts
receivable.
4.You indicate on page 9 that some of your accounts receivable have carried a balance owed
for more than three years. Please tell us how you considered reclassifying the portion of
accounts receivable that are not expected to be collected within one year as non-current on
your balance sheet.
Recent Accounting Pronouncements , page F-13
5.We note your disclosures in prior filings and on page 20 of this Form 20-F, that you have
irrevocably elected not to avail yourself of the exemption from delaying the adoption of
new or revised accounting standards and that you will be subject to the same new or
revised accounting standards as other public companies that are not emerging growth
companies. We also note your disclosure on pages F-13 and F-15 that you have not
adopted ASC 606 as of September 30, 2018 because you are an EGC. Please revise to
clearly indicate the date on which you will adopt the new revenue guidance.
Note 16 – Segment Reporting , page F-22
6.You state that management, including the CODM, reviews operating results by the
revenue of different products. Tell us what consideration you have given to presenting
disaggregated revenue information consistent with the product category information
provided to and reviewed by your management. Refer to ASC 280-10-50-40.

 FirstName LastNameShaochai  Yang
 Comapany NameZK International Group Co., Ltd.
 June 4, 2019 Page 3
 FirstName LastName
Shaochai  Yang
ZK International Group Co., Ltd.
June 4, 2019
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 SiSi Cheng at 202-551-5004 or Kevin Stertzel at 202-551-3723 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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ZK International
Group Co., Ltd.

c/o Zhejiang Zhengkang Industrial

Co., Ltd.

No. 678 Dingxiang Road, Binhai Ind. Park

Economic & Technology Development
Zone

Wenzhou, Zhejiang Province

People’s Republic of China 325025

April 26, 2019

Via E-Mail

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    ZK International Group Co., Ltd. (the “Company”)

Registration Statement on Form F-3

File No. 333-230860 (the “Registration
Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 3:00 p.m., Eastern Time, on April 29, 2019, or as soon thereafter
as is practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the F-1 Registration Statements in accordance with Rule 461. The request may be made by
an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Ortoli Rosenstadt LLP.

The Company acknowledges that:

 · should the Commission or the staff, acting
pursuant to delegated authority, declares 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 further questions, please
contact William Rosenstadt, Esq. or Jason “Mengyi” Ye, Esq., at +1 (212) 588-0022, from the Company’s U.S. counsel,
Ortoli Rosenstadt LLP.

    Very
    truly yours,

    ZK International Group Co., Ltd.

    By:
    /s/ Jiancong Huang

    Name:
    Jiancong Huang

    Title:

        Chairman of the Board and

        Chief Executive Officer

April 25, 2019
Di Chen
Secretary
ZK International Group Co., Ltd.
No. 678 Dingxiang Road, Binhai Ind. Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:ZK International Group Co., Ltd.
Registration Statement on Form F-3
Filed April 15, 2019
File No. 333-230860
Dear Mr. Chen:
            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 Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial
Park

Economic & Technology Development
Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

June 30, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    ZK International Group Co., Ltd. (the “Company)

    Registration Statement on Form F-1

    File No. 333-218198 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 5:30 pm on Friday, June 30, 2017, or as soon thereafter as is
practicable. There have been no material adverse developments in the Company’s financial condition and/or results of operations
since September 30, 2016.

The Company acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declares 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.

        Very truly yours,

        ZK International Group Co., Ltd.

    By:
    /s/ Jiancong Huang

    Name:
    Jiancong Huang

    Title:
    Chairman of the Board & Chief Executive Officer

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Boustead Securities, LLC

6 Venture, Suite 325

Irvine, CA 92618

June 30, 2017

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention: Pamela Long

 Re: ZK
International Group Co., Ltd..

Registration
Statement on Form F-1

(File No. 333-218198)

Dear Ms. Long:

Acting on behalf of the several underwriters,
we hereby join in the request of ZK International Group Co., Ltd.. that the effective date of the above-captioned Registration
Statement be accelerated so that it will become effective at 5:30 p.m., Eastern Time, on June 30, 2017, or as soon thereafter as
practicable.

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Securities Act"), each of the undersigned affirms that it is aware of its obligations under
the Securities Act in connection with this offering.

        Very Truly Yours,

    By:  Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

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ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial
Park

Economic & Technology Development
Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

June 29, 2017

Via E-Mail

Pamela A. Long

Assistant Director

Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

    Re:
    ZK International Group Co., Ltd.

Pre-effective Amendment 2 to
Registration Statement on Form F-1

Submitted June 15, 2017

File No. 333-218198

Dear Ms. Long:

We are in receipt of Staff’s verbal
comments on or about June 15, 2017 regarding the above referenced filing. As requested by the Staff, we have provided responses
to the questions raised verbally by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:

Dilution, page 33

 1. Reconcile calculations of the net tangible book value after
the offering.

RESPONSE: We note the Staff’s
comment, and in response thereto, have amended the disclosure in the “Dilution”
section on page 33 to provide the revised calculation.

BVI Opinion

 2. Filing of the BVI opinion.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully file opinion by our BVI counsel Mourant Ozannes as Exhibit 5.1.

We hope this response has addressed all
of the Staff's verbal comments. Should you have additional questions regarding the information contained herein, please contact
our outside securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. of Ortoli Rosenstadt LLP at wsr@ortolirosenstadt.com
or jye@ortolirosenstadt.com.

    ZK International Group Co., Ltd.

    By:
    /s/ Jiancong Huang

    Name:
    Jiancong Huang

    Title:
    Chairman of the Board & Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

June 14, 2017

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

Re: ZK International Group Co., Ltd.
Pre-effective Amendment 1 to Registration Statement  on Form F -1
Filed June 12 , 2017
  File No. 333 -218198

Dear Mr. Huang :

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

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

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

Prospectus’ Outside Front Cover Page

1. Refer to your response to comment 1 in our June 1, 2017.  Rev ise the disclosure on
the prospectus’ outside front cover page to state that all funds will be returned
promptly to investors within five business days if you do not sell at least 1,000,000
ordinary shares by September 30, 2017.  We note the disclosure und er
“Underwriting” on page 85.

Mr. Huang Jiancong
ZK International Group Co., Ltd.
June 1 4, 2017
Page 2

 Board Committees, page 65

2. Refer to your response to comment 4 in our June 1, 2017 letter.  Identify the chairs of
the compensation and governance committees.

Governance Committee, page 66

3. Refer to your response to comment 5 in our June 1, 2017 letter.  Based on your
supplemental response, we believe you mean to refer to the Governance Committee’s
review of “red flags” or issues…”  Please revise your disclosure as appropriate.

Director Compensation, page 67

4. Disclosure in this section continues to refer to a class of directors.  Please revise,
consistent with your response to comment 3.

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

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

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

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ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial
Park

Economic & Technology Development
Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

June 15, 2017

Via E-Mail

Pamela A. Long

Assistant Director

Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

 Re: ZK International Group
Co., Ltd.

Pre-effective Amendment 1 to
Registration Statement on Form F-1

Submitted June 12, 2017

File No. 333-218198

Dear Ms. Long:

We are in receipt of your comment letter
dated June 14, 2017 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions
raised by the Staff. For your convenience, the matters are listed below, followed by our responses:

Prospectus’ Outside Front Cover Page

 1. Refer to your response to comment 1 in our June 1, 2017. Revise the disclosure on the prospectus’
outside front cover page to state that all funds will be returned promptly to investors within five business days if you do not
sell at least 1,000,000 ordinary shares by September 30, 2017. We note the disclosure under “Underwriting” on page 85.

RESPONSE: We note the Staff’s
comment, and in response thereto, have revised the disclosure on the cover page of the amended
registration statement to clarify that all funds will be returned promptly to investors within five business days if we do not
sell at least 1,000,000 ordinary shares by September 30, 2017.

Board Committees, page 65

 2. Refer to your response to comment 4 in our June 1, 2017 letter. Identify the chairs of the
compensation and governance committees.

RESPONSE: We note the Staff’s
comment, and in response thereto, have provided the respective chair for each committee on page 65 of the amended registration
statement.

Governance Committee, page 66

 3. Refer to your response to comment 5 in our June 1, 2017 letter. Based on your supplemental
response, we believe you mean to refer to the Governance Committee’s review of “red flags” or issues…”
Please revise your disclosure as appropriate.

RESPONSE: We note the Staff’s
comment, and in response thereto, have revised the disclosure to clarify that the Governance Committee (and not the Compensation
Committee) shall also review any “red flags” or issues that may arise out of the Compensation Committee compensation
and award recommendations and report them to the Board of Directors. (pg 66)

Director Compensation, page
67

 4. Disclosure in this section continues to refer to a class of directors. Please revise, consistent
with your response to comment 3.

RESPONSE: We note the Staff’s
comment, and in response thereto, have removed the disclosure relating to class of directors under “Director Compensation”
on pg 67. In addition, we have provided disclosure under “Term of Director and Officer” that all directors hold office
until the next annual meeting of shareholders at which they would be recommended for re-election by the shareholders and until
their successors have been duly elected and qualified.

We hope this response has addressed all
of the Staff's concerns relating to the Comment Letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@ortolirosenstadt.com or jye@ortolirosenstadt.com.

    ZK International Group Co., Ltd.

    By:
    /s/ Jiancong Huang

    Name:
    Jiancong Huang

    Title:
    Chairman of the Board & Chief Executive Officer

CORRESP
1
filename1.htm

ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial
Park

Economic & Technology Development
Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

June 12, 2017

Via E-Mail

Pamela A. Long

Assistant Director

Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

    Re:
    ZK International Group Co., Ltd.

Registration Statement on Form
F-1

Submitted May 24, 2017

File No. 333-218198

Dear Ms. Long:

We are in receipt of your comment letter
dated June 1, 2017 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions
raised by the Staff. For your convenience, the matters are listed below, followed by our responses:

Prospectus’ Outside Front Cover Page; Underwriting,
page 85

    1.
    Disclosure on the prospectus’ outside front cover page that all funds will be returned promptly to investors within three business days if you do not sell at least 1,000,000 ordinary shares by September 30, 2017 is inconsistent with disclosure in the underwriting section that all funds will be returned promptly to investors within five business days if you do not sell at least 1,000,000 ordinary shares by September 30, 2017. Please reconcile the disclosures.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have revise the disclosure on the cover page to clarify that all funds will be returned promptly to investors within five business
days if we do not sell at least 1,000,000 ordinary shares by September 30, 2017. In addition, we respectfully include the executed
escrow deposit agreement with Signature Bank as Exhibit 10.18 to the amended registration statement.

We are substantially dependent upon our senior management…,
page 17; Management, page 63

    2.
    Disclosure that Mr. Jiancong Huang is your interim chief financial officer is inconsistent with disclosure in the management section and elsewhere that Ms. Shaochai Yang is your chief financial officer. Please reconcile the disclosures.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the disclosure on page
17 to clarify that Mr. Jiancong Huang is currently our Chief Executive Officer and Chairman
of the Board.

We plan to have a classified board structure..., page 27;
Board of Directors, page 64; Director Compensation, page 67

    3.
    Your risk factor discloses that you will have a classified board structure, but your revised disclosure in the board of directors section does not confirm this. Please clarify whether you plan to have a classified board structure, and in your disclosures regarding the board of directors, ensure that you state the date of expiration of the current term for each director.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully clarify for the Staff that we do not plan to have a classified board structure and therefore
have removed the risk factor on page 27. We have further revised our disclosure on pg 67 to state that the current term of each
director expires upon one year.

Board
Committees, page 65

    4.
    Identify the members of each board committee, and indicate the chair of each board committee.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we provide the members of each board committee
and respective chair on page 65 of the amended registration statement. We also provide such information below for the Staff’s
review.

    ·
    Audit Committee:  Min Ni (Chair), Linge Zhou, Lei Zhao

    ·
    Compensation Committee:  Min Ni (Chair), Linge Zhou, Lei Zhao, Di Chen

    ·
    Nomination Committee:  Lei Zhao (Chair), Min Ni, Linge Zhou

    ·
    Governance Committee:  Linge Zhou (Chair), Lei Zhao, Min Ni,

    ·
    Enterprise Risk Oversight Committee:  Jiancong Huang (Chair), Lei Zhao, Min Ni, Linge Zhou, Guolin Wang

Compensation Committee, page 66; Governance Committee, page
66

    5.
    Disclosure indicates that the compensation committee is to review and make recommendations about all forms of compensation to be provided to your directors and executive officers. Disclosure indicates also that the governance committee is to review matters of compensation and recommend awards under your long term and short term incentive plans. Elaborate on how the compensation committee and the governance committee will coordinate what appear to be joint compensation responsibilities.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that it is Company’s understanding that the
SEC has mandated new rules to ensure the accuracy of disclosing executive compensation pursuant to Item 402(c)(2)(x) of Regulation
S-K. Smaller reporting companies, and foreign private issuers such as our company would not be subject to the requirement. We respectfully
take the position that our Compensation Committee has an obligation to our shareholders to ensure that c-suite level compensation
and employee stock option award programs, if any, accurately reflect the performance of our company. Conversely, the Governance
Committee, while the responsibilities of which may appear joint in nature with that of the Compensation Committee, is to review
any “red flags” or issues that may arise out of the Compensation Committee compensation and award recommendations and
report them to the Board of Directors. The committees themselves, at times, may be collaborative but will not coordinate as the
process is intended to be a “checks and balance” approach. It is being set up as an internal control mechanism that
would safeguard against fraud and errors due to omission. (pg 66)

Underwriting, page 85

    6.
    We note your response to comment 9 in our April 20, 2017 letter. Please revise your discussion of the escrow agreement to identify correctly the escrow agent. Your current disclosure references Signature Bank.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully clarify for the Staff that Signature Bank will act as the escrow agent
for this offering. In addition, we respectfully include the executed escrow deposit agreement
with Signature Bank as Exhibit 10.18 to the amended registration statement.

Financial Statements

General

    7.
    We remind you that if your filing does not become effective by June 30, 2017, you will need to update your financial statements to include unaudited financial statements for the six months ended June 30, 2017. Refer to Rule 3-12 of Regulations S-X and Item 8.A.5 of Form 20-F.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully note the Staff’s comment. We also respectfully advise the Staff that our fiscal
year end is September 30 and therefore our six-month unaudited interim financial statements would be as of March 31, 2017.

We hope this response has addressed all
of the Staff's concerns relating to the Comment Letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi "Jason" Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@ortolirosenstadt.com or jye@ortolirosenstadt.com.

    ZK International Group Co., Ltd.

    By:
    /s/ Jiancong Huang

    Name:
    Jiancong Huang

    Title:
    Chairman of the Board & Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

June 1, 2017

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

Re: ZK International Group Co., Ltd.
Registration Statement  on Form F -1
Submitted May 2 4, 2017
  File No. 333 -218198

Dear Mr. Huang :

We have limited our review of your registration statement to those issues that we
have addressed in our comments.  In our comments  we may ask you to provide us
information so that we may better understand your disclosure.

Prospectus’ Outside Front  Cover Page; Underwriting, page 85

1. Disclosure on the prospectus’ outside front cover page that all funds will be returned
promptly to investors within three business days if you do not sell at least 1,000,000
ordinary shares by September 30, 2017 is incon sistent with disclosure in the
underwriting section that all funds will be returned promptly to investors within five
business days if you do not sell at least 1,000,000 ordinary shares by September 30,
2017.  Please reconcile the disclosures.

We are subs tantially dependent upon our senior management…, page 17; Management,
page 63

2. Disclosure that Mr. Jiancong Huang is your interim chief financial officer is
inconsistent with disclosure in the management section and elsewhere that Ms.
Shaochai Yang is your  chief financial officer.  Pleas e reconcile the disclosures.

Mr. Huang J iancong
ZK International Group Co., Ltd.
June 1 , 2017
Page 2

 We plan to have a classified board structure…, page 27; Board of Directors, page 64;
Director Compensation, page 67

3. Your risk factor discloses that you will have a classified board structure, b ut your
revised disclosure in the board of directors section does not confirm this.  Please
clarify whether you plan to have a classified board structure, and in your disclosures
regarding the board of directors, ensure that you state the date of expiration of the
current term for each director.

Board Committees, page 65

4. Identify the members of each board committee, and indicate the chair of each board
committee.

Compensation Committee, page 66; Governance Committee, page 66

5. Disclosure indicates that the compensation committee is to review and make
recommendations about all forms of compensation to be provided to your directors
and executive officers.  Disclosure indicates also that the governance committee is to
review matters of compen sation and recommend awards under your long term and
short term incentive plans.  Elaborate on how the compensation committee and the
governance committee will coordinate what appear to be joint compensation
responsibilities.

Underwriting, page 85

6. We not e your response to comment 9 in our April 20 , 2017  letter.  Please revise your
discussion of the escrow agreement to  identify  correctly the escrow agent.  Your
current discl osure references Signature Bank.

Financial Statements

General

7. We remind you that  if your filing does not become effective by June 30, 2017, you
will need to update your financial statements to include unaudited financial
statements for the six months ended June 30, 2017.   Refer to Rule 3 -12 of
Regulations S -X and Item 8.A.5 of Form 20 -F.

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.

Mr. Huang J iancong
ZK International Group Co., Ltd.
June 1 , 2017
Page 3

Refer to Rules 460 and 461 regarding requests for a cceleration.  Please allow
adequate time for us to review any amendment before the requested effective date of the
registration statement.

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

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

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

CORRESP
1
filename1.htm

ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial
Park

Economic & Technology Development
Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

May 23, 2017

Via E-Mail

Pamela A. Long

Assistant Director

Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

    Re:
    ZK International Group Co., Ltd.

Amendment 1 to Draft Registration
Statement

Submitted April 4, 2017

CIK No. 0001687451

Dear Ms. Long:

We are in receipt of your comment letter
dated April 20, 2017 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions
raised by the Staff. For your convenience, the matters are listed below, followed by our responses:

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

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

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have revised the risk factor relating to our major vendors on page 15 accordingly.

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

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

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have expanded the disclosure on page
24 and page 69 to note the term of the vote-in-concert agreement is effective for 20 years from May 13, 2015 and that if the parties
are unable to reach a unanimous consent in relation to the matters requiring action in concert, a decision made by more than 50%
of the voting rights of the parties will be deemed a decision unanimously passed by all parties and will be binding on all parties.

Shares Eligible for Future Sale...,
page 27

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

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page 27 to indicate that an
aggregate of 12,000,000 ordinary shares will be outstanding immediately before the consummation of this offering.

ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

Capitalization Tables, Page 32

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

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff based on our counsel’s verbal communication
with Ms. Sisi Cheng on March 23, 2017, we plan to update the capitalization table in the next amendment and prior to the effectiveness
of the registration statement.

    5.
    It does not appear that your capitalization tables give effect to the private placements in which you sold an aggregate of 2,500,000 shares following the stock split. Please revise your capitalization tables accordingly.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that based on our counsel’s verbal communication
with Ms. Sisi Cheng on March 23, 2017, we plan to update the capitalization table in the next amendment and prior to the effectiveness
of the registration statement.

Liquidity and Capital Resources, Page 37

    6.
    We note your response to prior comment 12 and your updated disclosure on page 38 related to factors for the significant increase in accounts receivable. In the interest of providing investors with a better insight into the collectability of your accounts receivable, please also disclose in future filings other information, similar to what you had provided in your response, including your typical payment terms, an aging schedule, subsequent collection, and when you expect the outstanding amount to be collected.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have expanded our disclosure in “Cash
Flow Summary” under “Liquidity and Capital Resources” section to our Financial Statement to provide investors
with a better insight into our accounts receivable (pg 38).

Shares Available for Future Sale, page 78

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

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have placed the footnote (1) on the line for currently outstanding
shares.

Material Tax Consequences Applicable to U.S. Holders of Our
Ordinary Shares, page 78; Legal Matters, pages 87 and 96; Exhibit 5.1

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

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that our counsel is preparing the tax opinion, which will be filed
by the next amendment as exhibit 8.1.

Underwriting, page 84

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

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have instead decided to use Securities
Transfer Corporation as the escrow agent for our best-efforts initial public offering. We have updated our disclosure throughout
the registration statement, including the “Underwriting” section accordingly.

ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

Alternative Cover Page of Selling Shareholder Prospectus,
page 90

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

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the disclosure in the alternative
cover page to clearly state that the selling shareholders will sell at a fixed price of $5.00 per share, representing the price
at which we sell shares in our public offering pursuant to the registration statement.

Alternative Plan of Distribution of Selling Shareholder Prospectus,
page 95

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

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the first paragraph of
the alternative plan of distribution on page 95 to clarify that the selling shareholders will sell at a fixed price of $5.00 per
share until there is an established public trading market for the shares. At that time the selling shareholders may sell at market
prices or in negotiated transactions or a combination of those methods.

Undertakings, page 100

    12.
    Refer to comment 38 in our February 10, 2017 letter. The undertaking required by Item 512(a)(5)(ii) of Regulation S-K is an undertaking applicable to a Rule 415 offering. Since the public offering by the company and the resale offering by the selling shareholders are Rule 415 offerings, please provide the required undertaking as requested previously.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have provided the undertaking required by Item 512(a)(5)(ii)
of Regulation S-K in the F-1 registration statement.

Signatures, page 101

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

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the signature page pursuant to Instructions 1
and 2 for signatures on Form F-1.

Notes to Consolidated Financial Statements

General

    14.
    We note that you have revised your financial statements as of September 30, 2016 and 2015 to give retroactive effect to the stock split. We also note that the audit report has not been updated to address the changes to the historical financial statements. Please have your auditor provide you an audit opinion which provides audit coverage of the financial statement changes resulting from your stock split.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have included an updated audit opinion provided by our auditor covering
the financial statement changes resulting from the stock split.

ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

    15.
    We note from your response to prior comment 28 that you have identified one single operating and reportable segment. Please disclose in your document your determination of one single reportable segment and how you reached the determination based on the guidance from ASC 280-10-50.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we carefully reviewed the guidance under ASC 280-10-50-1 where it specifies
that an operating segment is a component of a public entity that has “all of the following characteristics”:

a. It engages in business activities from which
it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the
same public entity);

b. Its operating results are regularly reviewed
by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and
assess its performance;

c. Its discrete financial information is available.

In identifying our operating segment, we assessed
the characteristics of our operations, which include similarities in the Company’s products in the gas and water transmission
system markets, how our products are applied in clients’ projects and geographies and the Company’s unified marketing
and distribution strategy. All of our products are marketed under one brand and as such all of the Company’s products collectively
benefit in the marketplace from this common marketing strategy. Resource allocation decisions are driven by the potential for increased
sales. This includes considerations of whether the Company would be able to achieve expanded distribution, increased market penetration,
improved client consumption or whether a particular product can be sold into a new geography. In making decisions about resource
allocation and assessing performance, the Chief Operating Decision Maker (“CODM”) focuses on sales performance by sales
channel and market segment using internally generated sales data - only on a consolidated basis only, discussions with senior management,
and externally developed market consumption data acquired from independent sources.

Based on the following:

 1) We did not and currently have no plan to organize our company around differences in products
and services, geographic areas, regulatory environment an, or a combination of factors as described under ASC 280;

 2) Absence of the discrete financial information available in our business, we have only one operating
segment.

We have concluded that we are not qualified
for the segment reporting.

Note 17 – Subsequent Events, page F-23

    16.
    We note from your disclosure on page 5 that you issued an aggregate of 2,500,000 shares for total proceeds of $1,300,000 in two rounds of private placements following the recapitalization. However, it appears that only one of these private placements was discussed in your subsequent events footnote. Please revise your disclosures to address all your subsequent share issuances.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure in the subsequent events footnote of
the registration statement to address all subsequent share issuances.

    17.
    Please revise your disclosure to indicate the date through which subsequent events were evaluated and whether that date is either the date the financial statements were issued or available to be issued. Refer to ASC 855-10-50-1.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure in the subsequent events footnote of
the amended draft registration statement to indicate the date through which subsequent events were evaluated and whether that
date is either the date the financial statements were issued or available to be issued.

ZK International Group Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zheijiang Province

People’s Republic of China 325025

Item 8 – Exhibits and Financial Statement Schedules,
Page 98

    18.
    We note your response to our previous comment 36. It remains unclear to us why you determined that you are not required to provide parent-only fin

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

April  20, 2017

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

Re: ZK International Group Co., Ltd.
Amendment 1 to Draft Registration Statement
Submitted April 4 , 2017
  CIK  No. 0001687451

Dear Mr. Huang :

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

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

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

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

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

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

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

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

Shares Eligible for Future Sale…, p age 27

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

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

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

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

 Shares Available for Future Sale, page 78

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

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

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

Underwriting, page 84

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

Alternative Cover Page of S elling Shareholder  Prospectus, page 90

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

Alternative Plan of Distribution  of Selling Shareholder  Prospectus , page 95

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

Undertakings, page 100

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

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

 Signatures, page 101

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

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

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

 Exhibit 8.2

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

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

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

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

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

Exhibit 10.18

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

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

Very trul y yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

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

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

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

February 10, 2017

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

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

Dear Mr. Huang :

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

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

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

General

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

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

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

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

Registration  Statement’s Facing  Page

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

Closing of Offering, page 12

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

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

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

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

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

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

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

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

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

Use of Proceeds, page 29

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

Capitalization Tables , page 32

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

Liquidity and Capital Resources, Page 39

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

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

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

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

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

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

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

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

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

Credit Facility, page 41

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

Properties, pag e 64

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

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

 Board Committees, page 67

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

Employment Agreements, page 69

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

Related Party Transactions, page 7 0

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

Principal Shareholders, page 70

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

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

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

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

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

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

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

 identify the parties, including any related parties;

 the purpose of the issuance;

 how you accounted or will account for the issuance;

 the nature of any consideration;

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

o indicate whether the fair value was contemporaneous or retrospective;

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

Material Tax Consequences . . . , page 80

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

Enforceability of Civil Liabilities, page 85

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

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

 Financial Statements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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