UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ZOOM TELEPHONICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
98978K107
(CUSIP Number)
December 31, 2013
(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 persons 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 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. 98978K107
1. Names of Report Persons
SF Investors LP
13-3793258
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
5. Sole Voting Power
Number of
Shares 843,740
Beneficially 6. Shared Voting Power
Owned by 0
Each
Reporting 7. Sole Dispositive Power
Person with 843,740
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
843,740
10. Check if Aggregate Amount in Row (9) Excludes Certain
Shares(See Inst).
[ ]
11. Percent of Class Represented by Amount in Row (9)
10.57%
12. Type of Reporting Person (See Instructions)
PN
Item 1.
(a) Name of Issuer
Zoom Telephonics, Inc.
(b) Address of Issuers Principal Executive Offices
207 South Street
Boston, MA 02111
Item 2.
(a) Name of Person Filing
SF Investors LP
(b) Address of Principal Business Office or, if None,
Residence
8 South Acres Road
Plattsburgh, NY 12901-3719
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
98978K107
Item 3. If This Statement is Filed Pursuant to Rule 13d-
1(b), or 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 Co. Act of 1940 (15 U.S.C. 80a-
8).
(e) [ ] An investment advisor in accordance with
Rule
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in
Accordance with Rule 240.13d-
1(b)(1)(ii)(F);
Item 3. (cont.)
(g) [ ] A parent holding company or control person
in accordance
With Rule 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 Rule 240.13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule
13d-1(c), check
this box []
Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of the issuer identified in
Item 1.
(a) Amount Beneficially Owned:
SF Investors LP, in its capacity as owner, may
be deemed to beneficially own 843,740 shares of
the Issuer.
(b) 10.57%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote:
(ii) shared power to vote or to direct the
vote 0
(iii) sole power to dispose or direct
disposition of 843,740
(iv) shared power to dispose or direct
disposition of 0
Item 5. Ownership of Five Percent or Less of Class.
If this statement is being filed to report the fact
that as of the date hereof
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.
Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Member of
the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief,
the securities referred to above were acquired and
are held in the ordinary
course of business and were not acquired and are not
held for the purpose
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 transactions having that
purpose or effect.
SIGNATURE
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.
By:
______________________________________
Name: Stuart Friedman
Title: General Partner
Date: February 14, 2014