Filed
Pursuant to Rule 424(b)(3)
under
the
Securities Act of 1933, as amended (File No. 333-140546)
PROSPECTUS
SUPPLEMENT NO. 1
Prospectus
Supplement No. 1 dated July 13, 2007
to
Prospectus filed on March 2, 2007
and
Registration Statement on Form S-3 declared effective on March 2,
2007
(Registration
No. 333-140546)
WPCS
INTERNATIONAL INCORPORATED
1,109,023
SHARES OF
COMMON
STOCK
This
prospectus supplement, which supplements the prospectus we filed on March 2,
2007, will be used by selling security holders to resell the shares of common
stock by the selling stockholders. You should read this prospectus supplement
in
conjunction with the related prospectus, which is to be delivered by selling
security holders to prospective purchasers along with this prospectus
supplement.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
You
should read and rely only on the information contained in the prospectus
supplements and the related prospectus, together with those documents
incorporated by reference. Neither the Company nor any selling security holder
has authorized any person to provide you with different or additional
information. If anyone provides you with different or additional information,
you should not rely on it. The selling security holders are offering to sell,
and are seeking offers to buy, the securities only in jurisdictions where offers
and sales are permitted. Neither this prospectus supplement nor the related
prospectus, as previously supplemented, constitutes an offer to sell, or a
solicitation of an offer to buy, any securities by any person in any
jurisdiction in which it is unlawful for such person to make such an offer
or
solicitation. You should not assume that the information contained in this
prospectus supplement or the related prospectus, as previously supplemented,
is
accurate as of any date other than the date on the front cover of the respective
document.
The
date
of this prospectus is July 13, 2007.
SUBSTITUTION
OF SELLING STOCKHOLDER
The
first
reference to WTC-CIF Micro-Cap Equity Portfolio (nominee: FINWELL & CO) in
the selling stockholders table in the section of the Prospectus entitled
“Selling Stockholders” beginning on page 10 of the Prospectus is deleted. The
table below sets forth, with respect to the substituted selling stockholder,
C.S.L. Associates LP, as of July 13, 2007, its name and certain beneficial
ownership information.
|
Name
of Selling Shareholder
|
Number
of Shares of Common Stock Owned Before the Offering**
|
Percent
of Common Stock Owned Before the Offering**
|
Shares
Available for Sale Under This Prospectus**
|
Number
of Shares of Common Stock to Be Owned After Completion of the
Offering
|
Percent
of Common Stock to Be Owned After Completion of the
Offering
|
|
C.S.L.
Associates LP
(1)
|
25,000
|
*
|
25,000
|
0
|
0%
|
* Less
than
1%.
** Beneficial
ownership is determined in accordance with the rules of the SEC. Percentage
of
ownership is based on 6,971,698 shares of common stock outstanding as of July
13, 2007.
(1)
The
control person of C.S.L. Associates LP is Chuck Lipson, who exercises sole
voting and dispositive powers over these shares.