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): September 14,
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
61
Broadway
New
York,
New York 10006
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
September 14, 2007, WPCS International Incorporated (the “Company”) announced
its operating results for the first fiscal quarter ended July 31, 2007. 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 September 14, 2007, 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:
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/s/ ANDREW
HIDALGO |
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Name Andrew
Hidalgo |
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Title Chief
Executive
Officer |
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| Dated: September
14, 2007 |
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