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

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

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

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

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.

Capitalization Tables, Page 32

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.

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

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

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

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

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.

Alternative Cover Page of Selling Shareholder Prospectus, page 90

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

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

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

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

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. 

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:

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

Note 17 – Subsequent Events, page F-23

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. 

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.

Item 8 – Exhibits and Financial Statement Schedules, Page 98

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have added parent-only financial statement as the Note 17 to our consolidated financial statements.

Exhibit 8.2

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that Gaopeng & Partners has consented to being named in the registration statement and the use of its name and the opinion expressed in the enforceability of liabilities section of the registration statement.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that Gaopeng & Partners has revised its opinion accordingly for the investors to reply on the opinion.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully clarify for the Staff that it was a clerical error and Gaopeng & Partners has revised its opinion accordingly.

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

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that there were 30 short-term revolving loans between our company and various banks as of September 30, 2016. Because the agreements were executed in Chinese and each bank has its own form of loan agreements, we believe that providing summary translation of the forms of the loan agreements is sufficient for the investors to obtain the necessary information relating to these loan agreements. In addition, we have described the variables of these agreements under “Credit Facility” on page 39.

Exhibit 10.18

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the Company plans to file the executed escrow agreement as Exhibit 10.18 by amendment.

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.