8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 23, 2011

ZOOM TELEPHONICS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-53722	04-2621506
(Commission File Number)	(I.R.S. Employer Identification No.)
207 South Street, Boston, MA	02111
(Address of Principal Executive Offices)	(Zip Code)

(617) 423-1072

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 23, 2011, the Company issued a press release announcing its financial results for the fourth quarter ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference.    The information furnished in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.     Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press release dated February 23, 2011 of Zoom Telephonics, Inc. announcing its financial results for the fourth quarter ended December 31, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZOOM TELEPHONICS, INC.
Dated: March 4, 2011	By:	/s/ Frank Manning
		Frank Manning, President& CEO and Acting Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press release dated February 23, 2011 of Zoom Telephonics, Inc. announcing its financial results for the fourth quarter ended December 31, 2010.

EX-99.1

Exhibit 99.1

Zoom Telephonics Reports Q4 2010 Net Income of $0.19 per share

Boston, MA, February 23, 2011 – Zoom Telephonics, Inc. (OTCBB: ZMTP), a leading manufacturer of modems and other communication products, today reported net sales of $3.1 million for its fourth quarter ended December 31, 2010 (“Q4 2010”), up 10.5% from $2.8 million for the fourth quarter of 2009 (“Q4 2009”).  Zoom reported an operating profit of $0.2 million for Q4 2010, an improvement over an operating loss of $0.4 million in Q4 2009.  Zoom reported net income of $0.4 million or $0.19 per share for Q4 2010, compared to a net loss of $0.4 million or $0.19 per share for Q4 2009.

Gross profit was $1.2 million or 39.6% of net sales in Q4 2010, up from $0.9 million or 30.8% of net sales in Q4 2009.  The increase in gross profit was primarily due to manufacturing overhead cost reductions and a shift in sales toward Zoom’s higher margin products.

Operating expenses were $1.1 million or 34.7% of net sales in Q4 2010 versus $1.2 million or 44.3% of net sales in Q4 2009.  The decline in operating expenses was primarily due to reduced personnel costs.

In Q4 2010 Zoom recorded as Other Income its net profit of $293 thousand from sale of Zoom.com and certain trademark rights in exchange for 80,000 shares of common stock of Zoom Technologies, Inc. (NASDAQ: ZOOM).

Zoom Telephonics’ net sales were $13.3 million for the year ended December 31, 2010, up 23.8% from $10.7 million for the year ended December 31, 2009.  Zoom’s operating loss in 2010 was $0.1 million, a $2.5 million improvement over Zoom’s $2.6 million operating loss in 2009, as Zoom’s higher sales in 2010 resulted in an increase of $1.3 million in gross profit, and as cost controls and lower legal fees resulted in a $1.2 million reduction in operating expenses.

In late December 2010 Zoom completed a rights offering to its shareholders, netting $812 thousand after expenses.

Zoom’s cash balance on December 31, 2010 was $1.01 million, down from $1.22 million on December 31, 2009. The major contributors to cash during 2010 were the rights offering and $268 thousand in net income, and the major consumer of cash was an increase in inventory of $1.3 million.  Zoom’s current ratio improved from 3.0 at the end of 2009 to 4.4 at the end of 2010.  Zoom has no long-term debt.

“We were pleased with our results for Q4 2010,” said Frank Manning, Zoom’s President and CEO.  “Year-over-year revenues grew for the fourth straight quarter, and we achieved a positive operating income for the second straight quarter.  We introduced four new products in Q4 2010, including our We3Gtm mobile broadband hotspot, a 14.4 Mbps mobile broadband modem, a wireless keyboard for the iPad®, and a wireless keyboard for the Xbox®, PS3®, and HDTV-connected Windows® computers. During the quarter we also completed a successful rights offering and a transaction that resulted in our receiving 80,000 shares of Zoom Technologies stock.  We are entering 2011 with good sales momentum, excellent sales channels, and a strong balance sheet; and we will continue to work hard to make Zoom Telephonics a leader in Internet access products.”

Zoom has scheduled a conference call for Thursday February 24 at 10:00 a.m. Eastern Time. You may access the conference call by dialing (866) 393-7958.  The conference ID is 46596199.  The call will also be simulcast to stock analysts and other interested parties on Zoom’s website, www.zoomtel.com/Q4, and to other financial and investor-oriented websites. Shortly after the conference call, a recording of the call will be available on Zoom’s website.  For additional information, please contact Investor Relations, Zoom Telephonics, 207 South Street, Boston, MA 02111, telephone (617) 753-0897, email investor@zoomtel.com, or visit Zoom’s website at www.zoomtel.com

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About Zoom Telephonics

Founded in 1977 in Boston, Zoom Telephonics, Inc. designs, produces, markets, and supports modems and other communication products under the Zoom, Hayes®, and Global Village® brands. For more information about Zoom and its products, please see www.zoomtel.com.

Forward Looking Statements

This release contains forward-looking information relating to Zoom Telephonics’ plans, expectations, and intentions.  Actual results may be materially different from expectations as a result of known and unknown risks, including: the potential need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping capabilities in Mexico; Zoom’s reliance on an outsourcing partner to conduct production operations in Mexico; Zoom’s dependence on key employees; uncertainty of new product development and introduction, including budget overruns, project delays, and the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; Zoom’s dependence on one or a limited number of suppliers for certain key components; and other risks set forth in Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

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ZOOM TELEPHONICS, INC.

Condensed Balance Sheets

In thousands

(Unaudited)

	12/31/10			12/31/09
ASSETS
Current assets:
Cash	$	1,010		$	1,224
Marketable Securities		329			-
Accounts receivable, net		1,245			1,199
Inventories		2,714			1,586
Prepaid expenses and other		173			224
Total current assets		5,471			4,233
Property and equipment, net		43			58
Deferred other receivable		-			166
Investment		-			-
Total assets	$	5,514		$	4,457
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	911		$	1,015
Accrued expenses		346			375
Total current liabilities		1,257			1,390
Total liabilities		1,257			1,390
Stockholders’ equity:
Common stock and additional paid-in capital		33,443			32,541
Accumulated other comprehensive income (loss)		366			363
Unrealized gain (loss) on securities		16			-
Retained earnings (accumulated deficit)		(29,568	)		(29,837	)
Total stockholders’ equity		4,257			3,067
Total liabilities & stockholders’ equity	$	5,514		$	4,457

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ZOOM TELEPHONICS, INC.

Condensed Statements of Operations

In thousands, except for per share data

(Unaudited)

	Three Months Ended					Twelve Months Ended
	12/31/10		12/31/09			12/31/10			12/31/09
Net sales	$	3,086	$	2,793		$	13,298		$	10,740
Cost of goods sold		1,863		1,932			9,018			7,739
Gross profit		1,223		861			4,280			3,001
Operating expenses:
Selling		504		473			1,992			1,856
General and administrative		291		389			1,247			2,382
Research and development		275		375			1,128			1,374
Total operating expenses		1,070		1,237			4,367			5,612
Operating profit (loss)		153		(376	)		(87	)		(2,611	)
Other income (expense), net		297		1			357			39
Income (loss) before income taxes		450		(375	)		270			(2,572	)
Income tax expense (benefit)		1		1			2			5
Net income (loss)	$	449	$	(376	)	$	268		$	(2,577	)
Earnings (loss) per share:
Basic Earnings (loss) per share	$	0.19	$	(0.19	)	$	0.13		$	(1.32	)
Diluted Earnings (loss) per share	$	0.19	$	(0.19	)	$	0.13		$	(1.32	)
Weighted average number of shares outstanding:
Basic		2,283		1,981			2,057			1,959
Diluted		2,290		1,981			2,064			1,959

Zoom Telephonics' common stock was not publicly traded prior to the September 22, 2009 Spin-Off of Zoom Telephonics from its then parent Zoom Technologies.  For comparability purposes, the calculation of weighted average common shares outstanding shown above for the year ended December 31, 2009 and for the quarter and year ended December 31, 2008 includes the common shares of Zoom Technologies outstanding for all periods prior to September 22, 2009.

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