SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
Amendment
No. 3
To
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE
13d-2(b)
WPCS INTERNATIONAL INCORPORATED
(Name
of Issuer)
COMMON
STOCK
(Title of Class of
Securities)
92931L401
(CUSIP
Number)
September 1,
2017
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ]
Rule 13d-1(b)
[x]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
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1
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NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Barry
Honig
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|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☐
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3
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SEC USE
ONLY
|
|
4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
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NUMBER
OF SHARES
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5
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
336,573(1)
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
336,573(1)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,573(1)
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10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(based on 3,352,159 shares of
common stock outstanding as of July 19, 2017)
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12
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TYPE OF
REPORTING PERSON
IN
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(1)
Represents (i)
323,000 shares of common stock and (ii) 13,573 shares of common
stock issuable upon conversion of Series H-3 Convertible Preferred
Stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig
(“Roth 401K”). Excludes (i) 177,829 shares of common
stock issuable upon conversion of Series H-3 Convertible Preferred
Stock and (ii) 287,103 shares of common stock issuable upon
exercise of outstanding warrants held by Roth 401K. Barry Honig is
the trustee of Roth 401K, and in such capacity, has voting and
dispositive power over the securities held by such
entity.
|
1
|
NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
336,573
(1)
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
336,573
(1)
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,573
(1)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(based on 3,352,159 shares of
common stock outstanding as of July 19, 2017)
|
|
12
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TYPE OF
REPORTING PERSON*
OO
|
(1)
Represents (i)
323,000 shares of common stock and (ii) 13,573 shares of common
stock issuable upon conversion of Series H-3 Convertible Preferred
Stock held by Roth 401K. Excludes (i) 177,829 shares of common
stock issuable upon conversion of Series H-3 Convertible Preferred
Stock and (ii) 287,103 shares of common stock issuable upon
exercise of outstanding warrants held by Roth 401K. Barry Honig is
the trustee of Roth 401K, and in such capacity, has voting and
dispositive power over the securities held by such
entity.
Item
1(a).
Name of
Issuer:
WPCS
International Incorporated, a Delaware corporation
(“Issuer”).
Item
1(b).
Address of Issuer's
Principal Executive Offices:
521 Railroad Avenue
Suisun City, California 94585
Item
2(a).
Name of Person
Filing.
The
statement is filed on behalf of Roth 401K (the “Reporting
Person”).
Item
2(b).
Address of
Principal Business Office or, if None, Residence.
555
South Federal Highway #450, Boca Raton, FL 33432
Roth
401K was organized in the State of Florida.
Item
2(d).
Title of Class of
Securities.
Common
Stock, par value $0.0001.
92931L401
Not
applicable.
(a)
Amount beneficially owned: 336,573 (1)
(b)
Percent of class: 9.99% (based on 3,352,159 shares of common stock
outstanding as of July 19, 2017)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared
power to vote or to direct the vote: 336,573 (1)
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of: 336,573
(1)
(1)
Represents (i)
323,000 shares of common stock and (ii) 13,573 shares of common
stock issuable upon conversion of Series H-3 Convertible Preferred
Stock held by Roth 401K. Excludes (i) 177,829 shares of common
stock issuable upon conversion of Series H-3 Convertible Preferred
Stock and (ii) 287,103 shares of common stock issuable upon
exercise of outstanding warrants held by Roth 401K. Barry Honig is
the trustee of Roth 401K, and in such capacity, has voting and
dispositive power over the securities held by such
entity.
Item
5.
Ownership of Five
Percent or Less of a Class.
Not
applicable.
Item
6.
Ownership of More
than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7.
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported by the Parent Holding Company.
Not
applicable.
Item
8.
Identification and
Classification of Members of the Group.
Not
applicable.
Item
9.
Notice of
Dissolution of Group.
Not
applicable.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
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.
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GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
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Date:
September [__],
2017
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By:
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/s/
Barry Honig
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Barry
Honig, Trustee
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