Schedule 13GA (Manning) (2009)  (M0054495.DOC;1)


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


SCHEDULE 13G

(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2


(Amendment No.  12)*



ZOOM TECHNOLOGIES, INC.

(Name of Issuer)



Common Stock

(Title of Class of Securities)



98976E 30 1

(CUSIP Number)



December 31, 2008

(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o  Rule 13d-1(b)

þ  Rule 13d-1(c)

o  Rule 13d-1(d)



*The remainder of this cover page shall be filed out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).







(Page 1 of 5 Pages)



CUSIP No.  98976E 30 1

SCHEDULE 13G

Page 2 of 5 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Frank Blase Manning

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

 

 

 

(b)

 

 

 

 

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

 

                              

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER


145,249

6

SHARED VOTING POWER


0

7

SOLE DISPOSITIVE POWER


145,249

8

SHARED DISPOSITIVE POWER


0

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


145,249 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


7.77%

12

 

 

TYPE OF REPORTING PERSON*


IN




*SEE INSTRUCTIONS



CUSIP No.  98976E 30 1

SCHEDULE 13G

Page 3 of 5 Pages



Item 1

(a)

Name of Issuer:

Zoom Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

207 South Street, Boston, Massachusetts 02111

Item 2

(a)

Name of Person Filing:

Frank Blase Manning

(b)

Address of Principal Business Office or, if none, Residence:

207 South Street, Boston, Massachusetts 02111

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock, par value $.01 per share

(e)

CUSIP Number:

98976E 30 1

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a) 

 

 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

 

 

(b) 

 

 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

(c) 

 

 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

(d) 

 

 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

 

 

(e) 

 

 An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f) 

 

 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g) 

 

 A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

(h) 

 

 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i) 

 

 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the

 

 

 Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

(j) 

 

 A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);

 

 

 

(k) 

 

 Group, in accordance with §240.13d-1(b)(1)(ii)(K).


If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________



CUSIP No.  98976E 30 1

SCHEDULE 13G

Page 4 of 5 Pages



Item 4.

Ownership

(a)

Amount beneficially owned: 145,249  

(b)

Percent of class:  7.77%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:  145,249

(ii)

Shared power to vote or to direct the vote:  0

(iii)

Sole power to dispose or to direct the disposition of: 145,249

(iv)

Shared power to dispose or to direct the disposition of:  0

Item 5.

Ownership of Five Percent or Less of a Class

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of a Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

N/A



CUSIP No.  98976E 30 1

SCHEDULE 13G

Page 5 of 5 Pages




SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated:  February __, 2009

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ FRANK B. MANNING

 

 

 

Frank B. Manning