| 1) |
I
have reviewed this Form 10-KSB/A of WPCS International Incorporated
( “the
Company”);
|
|
| 2) | Based on my knowledge, this 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 report; | ||
| 3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of | |
| operations and cash flows of the Company as of, and for, the periods presented in this report; | ||
| 4) | The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) | |
| and 15d-15(e)) for the Company and have: | ||
| a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
| b) |
Evaluated
the effectiveness of the Company’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period covered
by
this report based on such evaluation;
and
|
| c) |
Disclosed
in this report any change in the Company’s internal control over financial
reporting that occurred during the Company’s most recent fiscal quarter (
the Company’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the
Company’s internal control over financial reporting; and
|
| 5) | The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and | |
| the audit committee of Company's board of directors (or persons performing the equivalent functions) |
| a) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Company's ability to record,
process, summarize and report financial information;
and
|
| b) |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal control
over financial reporting.
|
| |
|
|
| Date: March 31, 2006 | By: | /s/ ANDREW HIDALGO |
|
Andrew
Hidaldo
|
||
|
Chief
Executive Officer
|
||