Exhibit 31.2

I, Joseph Heater, certify that:

1)   I have reviewed this quarterly report on Form 10-QSB of WPCS International
     Incorporated ("the small business issuer");

2)   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the the small business issuer as of, and for, the periods
     presented in this quarterly report;

4)   The the small business issuer's other certifying officer and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     small business issuer and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the the small business issuer,
          including its consolidated subsidiaries, is made known to us by others
          within those entities, particularly during the period in which this
          quarterly report is being prepared;

     b)   evaluated the effectiveness of the the small business issuer's
          disclosure controls and procedures as of January 31, 2004 (the
          "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The the small business issuer's other certifying officer and I have
     disclosed, based on my most recent evaluation, to the small business
     issuer's auditors and the audit committee of small business issuer's board
     of directors (or persons performing the equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the small business issuer
          ability to record, process, summarize and report financial data and
          have identified for the the small business issuer's auditors any
          material weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the the small business issuer
          internal controls; and

6)   The the small business issuer's other certifying officer and I have
     indicated in this quarterly report whether or not there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.


Date:  March 15, 2004                         By: /s/ JOSEPH HEATER
                                              ------------------
                                              Joseph Heater
                                              Chief Financial Officer