Form D

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Expires: August 31, 2015

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001086745

PHOENIX STAR VENTURES INC

WOWTOWN COM INC

PARAMOUNT SERVICES CORP

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

WPCS INTERNATIONAL INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

WPCS INTERNATIONAL INC

Street Address 1

Street Address 2

521 RAILROAD AVE

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

SUISUN CITY

CALIFORNIA

94585

(707) 421-1300

3. Related Persons

Last Name

First Name

Middle Name

Giordano

Sebastian

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Executive Officer and Director

Last Name

First Name

Middle Name

Allen

David

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Financial Officer

Last Name

First Name

Middle Name

Roller

Robert

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President, WPCS International - Suisun City, Inc.

Last Name

First Name

Middle Name

Benton

Charles

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Dumbroff

Norm

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Gildea

Edward

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Silverman

Joshua

Street Address 1

Street Address 2

c/o WPCS International Incorporated

521 Railroad Avenue

City

State/Province/Country

ZIP/Postal Code

Suisun City

CALIFORNIA

94585

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

	Agriculture
	Banking & Financial Services
		Commercial Banking
		Insurance
		Investing
		Investment Banking
		Pooled Investment Fund
		Other Banking & Financial Services
	Business Services
	Energy
		Coal Mining
		Electric Utilities
		Energy Conservation
		Environmental Services
		Oil & Gas
		Other Energy

	Health Care
		Biotechnology
		Health Insurance
		Hospitals & Physicians
		Pharmaceuticals
		Other Health Care




	Manufacturing
	Real Estate
		Commercial
		Construction
		REITS & Finance
		Residential
		Other Real Estate

	Retailing
	Restaurants
	Technology
		Computers
		Telecommunications
		Other Technology


	Travel
		Airlines & Airports
		Lodging & Conventions
		Tourism & Travel Services
		Other Travel
	Other

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
	No Revenues		No Aggregate Net Asset Value
	$1 - $1,000,000		$1 - $5,000,000
	$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000		$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
	Over $100,000,000		Over $100,000,000
	Decline to Disclose		Decline to Disclose
	Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
	Rule 504 (b)(1)(i)		Rule 506(b)
	Rule 504 (b)(1)(ii)		Rule 506(c)
	Rule 504 (b)(1)(iii)		Securities Act Section 4(a)(5)
			Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2016-12-21

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

	Pooled Investment Fund Interests		Equity
	Tenant-in-Common Securities		Debt
	Mineral Property Securities		Option, Warrant or Other Right to Acquire Another Security
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Palladium Capital Advisors, LLC

129400

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

10 ROCKEFELLER CENTER

SUITE 909

City

State/Province/Country

ZIP/Postal Code

NEW YORK

10020

State(s) of Solicitation

All States

Foreign/Non-US

NEW YORK

13. Offering and Sales Amounts

Total Offering Amount

461969

USD

Indefinite

Total Amount Sold

461969

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary)

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

32338

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary)

Signature and Submission


Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

WPCS INTERNATIONAL INC

/s/ Sebastian Giordano

Sebastian Giordano

Chief Executive Officer

2016-12-28