Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Riley Investment Management LLC

2. Issuer Name and Ticker or Trading Symbol
WPCS INTERNATIONAL INC [WPCS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2010

(Street)

LOS ANGELES, CA US 90025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	08/31/2010		P		6,589	A	$ 3.15	178,858	I ⁽²⁾	By Riley Investment Partners, LP
Common Stock ⁽¹⁾	09/01/2010		P		15,333	A	$ 3.15	194,191	I ⁽²⁾	By Riley Investment Partners, LP
Common Stock ⁽¹⁾	09/02/2010		P		1,931	A	$ 3.15	196,122	I ⁽²⁾	By Riley Investment Partners, LP
Common Stock ⁽¹⁾	09/02/2010		P		1,931	A	$ 3.15	152,756	I ⁽³⁾	By Lloyd I. Miller, III
Common Stock ⁽¹⁾								93,099	D ⁽⁴⁾
Common Stock ⁽¹⁾								243,000	I ⁽⁵⁾	By Riley Investment Management LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Riley Investment Management LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA US 90025		X
RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA US 90025		X
Riley Investment Partners LP 11100 SANTA MONICA BLVD., SUITE 800 SANTA MONICA, CA US 90025		X
B. Riley & Co., LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA US 90025		X
MILLER LLOYD I III 2550 GORDON DRIVE NAPLES, FL US 34102		X
Telecom Global, Inc. 4800 WESTFIELDS BLVD. CHANTILLY, VA US 20151		X

Signatures

/s/ Bryant Riley, Managing Member		09/02/2010
^**Signature of Reporting Person		Date
/s/ Bryant R. Riley		09/02/2010
^**Signature of Reporting Person		Date
Riley Investment Partners, LP; By: Riley Investment Management LLC; by: /s/ Bryant R. Riley, Managing Member		09/02/2010
^**Signature of Reporting Person		Date
B. Riley and Co., LLC; By: /s/ Bryant R. Riley, Chairman		09/02/2010
^**Signature of Reporting Person		Date
/s/ Lloyd I. Miller, III		09/02/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This form is filed jointly by Riley Investment Partners, LP ("RIP"), B. Riley and Co., LLC ("BRC"), Riley Investment Management LLC ("RIM"), Telecom Global, Inc. ("TGI"), Bryant R. Riley and Lloyd I. Miller, III. As members of a section 13(d) group that owns more than 10% of the outstanding shares of the Issuer, each of RIP, BRC, RIM, TGI, Bryant R. Riley and Lloyd I. Miller, III may be deemed to be 10% owners of the Issuer.
(2)	Held directly by RIP. RIM has sole investment and voting power over the shares held by RIP. Mr. Riley is the managing member of RIM. Accordingly, RIM and Mr. Riley may be deemed to beneficially own the shares held directly by RIP. Each of RIM and Mr. Riley disclaim beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(3)	Held directly by Mr. Lloyd I. Miller, III.
(4)	Held by Mr. Riley in a joint account with Spouse.
(5)	Held in client accounts managed by RIM over which RIM has sole investment and voting power. Mr. Riley is the managing member of RIM. Accordingly, RIM and Mr. Riley may be deemed to beneficially own such shares. Each of RIM and Mr. Riley disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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