UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(D) of The Securities Exchange Act of
1934
Date
of report (date of earliest event reported): July 27, 2006
WPCS
INTERNATIONAL INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-26277
|
98-0204758
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
East Uwchlan Avenue, Suite 301, Exton, PA 19390
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (610) 903-0400
Copy
of correspondence to:
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Tel:
(212) 930-9700 Fax: (212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
2.02 Results
of Operations and Financial Condition
On
July
27, 2006, WPCS International Incorporated (the “Company”) announced its
operating results for the fiscal year ended April 30, 2006. A copy of the press
release that discusses this matter is filed as Exhibit 99.1 to, and incorporated
by reference in, this report. The information in this Current Report is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of
the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that
Section. The information in this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in any such filing.
ITEM
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
99.1 Press
Release, dated July 27, 2006, issued by WPCS International
Incorporated.
SIGNATURE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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WPCS
INTERNATIONAL INCORPORATED |
|
|
|
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By: |
/s/ Andrew
Hidalgo |
| |
Andrew
Hidalgo |
| |
President
|
Dated:
July 27, 2006
3