SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
Commission
File Number: 000-26277
NOTIFICATION
OF LATE FILING
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Form 10-K |
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Form 11-K |
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Form 20-F |
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Form 10-Q |
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Form N-SAR |
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For
Period Ended: January 31, 2006
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Transition Report on Form 10-K |
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Transition Report on Form 10-Q |
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Transition Report on Form 20-F |
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Transition Report on Form N-SAR |
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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
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Full name of registrant |
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WPCS
International Incorporated |
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Former name if applicable |
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Address of principal executive office
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One East Uwchlan Avenue, Suite 301 |
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City, state and zip code |
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Exton, Pennsylvania 19341 |
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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.)
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(a) |
The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or
expense;
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(b) |
The
subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form 10-Q, or
portion thereof will be filed on or before the 15th
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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
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the fifth calendar day following the
prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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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
registrant is currently assessing the implications of accounting pronouncement
EITF 00-19 which addresses the accounting treatment of outstanding warrants
and
related registration rights agreements. Based on evolving interpretations of
the
accounting pronouncement, the registrant is determining if a non-cash charge
and
a redistribution of shareholders' equity to temporary (mezzanine) equity and
warrant liability is required as of and for the nine months ended January 31,
2006. The registrant undertakes the responsibility to file such quarterly report
no later than five days after its original due date.
PART
IV
OTHER
INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification
| Joseph Heater |
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(610)
903-0400
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(Area Code) (Telephone
Number) |
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(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).
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Yes
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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?
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Yes
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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.
As
discussed in Part III above, the registrant is reviewing the accounting
treatment of outstanding warrants and related registration rights agreements
under accounting pronouncement EITF 00-19. As the registrant has not completed
its review of the accounting treatment and determined what changes, if any,
are
required to be made, no estimate can be made of any anticipated changes at
this
time.
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.
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| Dated: March
17, 2006 |
By: |
/s/
Joseph Heater |
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Joseph
Heater |
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Chief
Financial Officer |