SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-26277 NOTIFICATION OF LATE FILING |X| Form 10-K |_| Form 11-K |_| Form 20-F |_|Form 10-Q |_| Form N-SAR For Period Ended: April 30, 2003 |_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q |_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR For the Transition Period Ended: ______________________________________ Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _______________________________________ ________________________________________________________________________ PART I REGISTRANT INFORMATION Full name of registrant WPCS International Incorporated Former name if applicable Address of principal executive office 140 South Village Avenue City, state and zip code Exton, Pennsylvania 19341 PART II RULE 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable |X| effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion therof will be filed on or before the 15th |X| calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. The compilation, dissemination and review of the information required to be presented in the Form 10-KSB for the year ended April 30, 2003, particularly as a result of the acquisition of two significant subsidiaries during the fiscal year, has imposed time constraints that have rendered timely filing of the Form 10-KSB impracticable without unreasonable effort and expense to the registrant. Part IV Other Information (1) Name and telephone number of person to contact in regard to this notification Andrew Hidalgo (610) 903-0400 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes |_| No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. For the year ended April 30, 2002, the registrant had revenues of approximately $400,000 and net income of approximately $11,000. For the year ended April 30, 2003, the registrant currently estimates that it had revenues of approximately $5,400,000 and a net loss of approximately $380,000. Results for the 2003 fiscal year remain subject to further adjustment and actual results may differ significantly from the foregoing estimates. WPCS International Incorporated Name of Registrant as Specified in Charter. Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. By:/s/ ANDREW HIDALGO Date: July 30, 2003 Andrew Hidalgo, Chief Executive Officer