UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Zoom Technologies, Inc.
COMMON STOCK
(Title of Class of Securities)
98976E 10 3
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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).
CUSIP No. 98976E 10 3
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1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Peter Robin Kramer
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2) Check the Appropriate Box if a Member of a Group (a) |_|
(See Instructions) (b) |_|
N/A
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3) SEC Use Only
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4) Citizenship or Place of Organization
USA
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Number of Shares 5) Sole Voting Power 705,978
Beneficially ----------------------------------------------------
Owned by Each 6) Shared Voting Power 0 Shares
Reporting ----------------------------------------------------
Person With 7) Sole Dispositive Power 705,978
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8) Shared Dispositive Power 0 Shares
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
705,978
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |_|
N/A
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11) Percent of Class Represented by Amount in Item 9
7.5%
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12) Type of Reporting Person (See Instructions)
IN
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ITEM 1.
(A) NAME OF ISSUER Zoom Technologies, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE 207 South Street, Boston,
MA 02111
ITEM 2.
(A) NAME OF PERSONS FILING Peter Robin Kramer
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE 207 South
Street, Boston, MA 02111
(C) CITIZENSHIP USA
(D) TITLE OF CLASS OF SECURITIES Common Stock, $0.01 par value
(E) CUSIP NUMBER 98976E 10 3
ITEM 3.
If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b)
or (c), check whether the person filing is a: N/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 association 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) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 705,978
(b) Percent of class: 7.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 705,978
(ii) Shared power to vote or to direct the vote: 0 Shares
(iii) Sole power to dispose or to direct the disposition of: 705,978
(iv) Shared power to dispose or to direct the disposition of: 0 Shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS N/A
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following |_|.
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
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION.
By signing below we certify that, to the best of our knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Dated: February 6, 2006
By: /s/ Peter R. Kramer
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Name: Peter R. Kramer
Title: Executive Vice President