UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WPCS INTERNATIONAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 92931L104 (CUSIP Number) Olga Filippova 730 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY 10019 212-659-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No 92931L104 1. Name of Reporting Person Barron Partners LP I.R.S. Identification No. of Above Person 431981699 2. Check the Appropriate Box if a Member of a Group (a) [ ] (a) [ ] (b) [ x ] 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of 7. Sole Voting Power Shares Beneficially Owned 12,848,150 shares of Common Stock By Each 8. Shared Voting Power Reporting 0 Person With 9. Sole Dispositive Power 12,848,150 shares of Common Stock 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,848,150 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 24.6% of the Common Stock of the Issuer 14. Type of Reporting Person PN ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock, par value $0.0001 per share, (the "Common Stock") of WPCS International Inc., a Delaware corporation (the "Issuer") having its principal executive offices at 140 South Village Avenue, Suite 20, Exton, PA 19341. ITEM 2. IDENTITY AND BACKGROUND. This Statement is filed by Barron Partners LP, a Delaware Limited Partnership (the "Reporting Person"), whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The Reporting Person is principally engaged in making investments. The General Partner of the Reporting Person is Barron Capital Advisors LLC, a Delaware Limited Liability Company, (the "General Partner"). Andrew Barron Worden is the managing member of the General Partner. During the last five years, to the best knowledge of the Reporting Person, neither the Reporting Person nor any controlling person of the Reporting Person has (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. All purchases of common stock of the Issuer were made using working capital. As of the Date of Event which required the filing of this Statement, the Partnership used approximately $2,000,000 of its working capital to purchase 5,000,000 shares of common stock of the Issuer and 5,000,000 warrants to purchase shares of common stock of the Issuer in a Private Placement transaction. Item 4. Purpose of Transaction. All of the Issuer's securities owned by Barron Partners LP have been acquired by the Partnership for investment purposes only. Item 5. Interest in Securities of the Issuer. (a) On November 17, 2004 the Reporting Person purchased 5,000,000 shares of common stock of the Issuer and 5,000,000 warrants to purchase shares of common stock of the Issuer. The Reporting Person previously filed a Schedule 13G on September 26, 2003. The Issuer's securities owned by Barron Partners LP as of November 18, 2004 represented approximately 24.6% of the issued and outstanding shares of the Issuer's common stock. As of November 18, Barron Partners LP had sole power to vote and dispose of each of the 12,848,150 shares of the Issuer's common stock beneficially owned by it. (c) In the sixty days prior to November 17, 2004, the Date of the event requiring the filing of this Statement, Barron Partners LP did not engage in any transactions involving the Issuer's common stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE1 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 18, 2004 /s/ ANDREW BARRON WORDEN - -------------------- Signature Andrew Worden, Managing Director of the General Partner of Barron Partners LP