FORM 12b-25

Commission File Number: 000-26277


 ¨ Form 10-K   ¨ Form 11-K   ¨ Form 20-F  T Form 10-Q
 ¨ Form N-SAR      
For Period Ended: January 31, 2006

 ¨ 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: ___________________________________________

  Full name of registrant      WPCS International Incorporated  
  Former name if applicable      
  Address of principal executive office   One East Uwchlan Avenue, Suite 301  
  City, state and zip code   Exton, Pennsylvania 19341  
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.)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; 
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
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 
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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.


(1) Name and telephone number of person to contact in regard to this notification
Joseph Heater    
(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).

 T 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?

 T 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.

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.
Dated: March 17, 2006 By:   /s/ Joseph Heater
Joseph Heater
  Chief Financial Officer