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): April 5, 2007
WPCS
INTERNATIONAL INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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0-26277
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98-0204758
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One
East Uwchlan Avenue, Suite 301, Exton, PA 19341
(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
1.01 Entry
into a Material Definitive Agreement; and
ITEM
2.01 Completion
of Acquisition or Disposition of Assets
On
April
5, 2007, WPCS International Incorporated (the "Company"), acquired a 60% working
interest (the “Equity Interest”) and a 60% profit interest (the “Profit
Interest” and together with the Equity Interest, the “Interest”) in Taian AGS
Pipeline Construction Co. Ltd., a joint venture enterprise in the City of Taian,
Shandong province, the People's Republic of China ("TAGS") from American Gas
Services, Inc. (“AGS”) and American Gas Services, Inc. Consultants (“AGS
Consultants”), respectively. The purchase price for the Interest was $800,000 in
cash and 68,085 shares of common stock of the Company having a value of
$800,000. The purchase price is subject to adjustment in an amount equal to
60%
of any shortfall between the net tangible asset value of TAGS as of the closing
date and $3,300,000. The Interest was acquired pursuant to a Interest Purchase
Agreement among WPCS International Incorporated, AGS and AGS Consultants, dated
and effective as of April 5, 2007 (the "Agreement").
Founded
in 1997 and headquartered in the Province of Shandong, TAGS is a communications
infrastructure engineering company serving the China market. TAGS is certified
by the People's Republic of China as both a Construction Enterprise of Reform
Development company and a Technically Advanced Construction Enterprise company
for the Province of Shandong, which are two of the highest certifications
achievable for engineering and construction based businesses in China. TAGS
is
also licensed in 17 other provinces and has completed projects for a diverse
customer base of businesses and government institutions in over 30 cities in
China. The company has 80 employees.
ITEM
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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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| Dated:
April 9, 2007 |
By: |
/s/ ANDREW
HIDALGO |
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Andrew
Hidalgo
President
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