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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GIORDANO SEBASTIAN
   2. Issuer Name and Ticker or Trading Symbol
WPCS INTERNATIONAL INC [WPCS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CEO
(Last)
(First)
(Middle)
C/O WPCS INTERNATIONAL INCORPORATED, 521 RAILROAD AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015
(Street)

SUISUN CITY, CA 94585		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to purchase) $ 0.22 02/03/2015   A   300,000     (1) 02/03/2025(2) Common Stock 300,000 $ 0 552,857 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GIORDANO SEBASTIAN
C/O WPCS INTERNATIONAL INCORPORATED
521 RAILROAD AVENUE
SUISUN CITY, CA 94585		   X     Interim CEO  

Signatures

 /s/ Sebastian Giordano   02/04/2015
**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) The options have been granted pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan"). 150,000 options shall vest and become exercisable immediately if the Issuer consummates an acquisition by July 31, 2016 that is expected, in the sole discretion of the administrator of the Plan (the "Administrator"), to result in the Issuer earning annual revenues of $30 million or greater following such acquisition. The remaining 150,000 options shall vest and become exercisable immediately if the fair market value of the Issuer's common stock is equal to or greater than $1.00 per share (subject to adjustment in the sole discretion of the Administrator in the event of any corporate transaction described in Section 7.1 of the Plan) for at least 20 out of 30 consecutive trading days at any time prior to July 31, 2016.
(2) The options will expire on July 31, 2016 if they have not vested in accordance with the criteria set forth in footnote number 1 prior to such date.

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