<SEC-DOCUMENT>0001393825-14-000009.txt : 20140130
<SEC-HEADER>0001393825-14-000009.hdr.sgml : 20140130
<ACCEPTANCE-DATETIME>20140130155003
ACCESSION NUMBER:		0001393825-14-000009
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140130
DATE AS OF CHANGE:		20140130

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WPCS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001086745
		STANDARD INDUSTRIAL CLASSIFICATION:	COMMUNICATION SERVICES, NEC [4899]
		IRS NUMBER:				980204758
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-58515
		FILM NUMBER:		14560715

	BUSINESS ADDRESS:	
		STREET 1:		ONE EAST UWCHLAN AVENUE
		STREET 2:		SUITE 301
		CITY:			EXTON
		STATE:			PA
		ZIP:			19341
		BUSINESS PHONE:		6109030400

	MAIL ADDRESS:	
		STREET 1:		ONE EAST UWCHLAN AVENUE
		STREET 2:		SUITE 301
		CITY:			EXTON
		STATE:			PA
		ZIP:			19341

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHOENIX STAR VENTURES INC
		DATE OF NAME CHANGE:	20010424

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WOWTOWN COM INC
		DATE OF NAME CHANGE:	20000315

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PARAMOUNT SERVICES CORP
		DATE OF NAME CHANGE:	19990519

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Hudson Bay Capital Management LP
		CENTRAL INDEX KEY:			0001393825
		IRS NUMBER:				371511173
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		777 THIRD AVE., 30TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		212-571-1244

	MAIL ADDRESS:	
		STREET 1:		777 THIRD AVE., 30TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Hudson Bay Capital Management, L.P.
		DATE OF NAME CHANGE:	20070320
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>wpcs_sc13ga.txt
<DESCRIPTION>WPCS INTERNATIONAL INC SC13GA
<TEXT>

<SEQUENCE>1
<FILENAME>WPCS_sc13ga.txt

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                      WPCS International Incorporated
                                (Name of Issuer)

                      Common Stock, par value $0.02 per share
                          (Title of Class of Securities)

                                    92931L302
                                 (CUSIP Number)

                                December 31, 2013
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

  *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 the disclosures provided in a prior cover page.  The
information required in 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).

Page 1 of 7 Pages

<Page>


CUSIP No. 92931L302                  13G/A                Page 2 of 7 Pages
----------------------------------------------------------------------------

     (1)    NAMES OF REPORTING PERSONS

            Hudson Bay Capital Management, L.P.

----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                               (a)  [ ]
                                                               (b)  [ ]
----------------------------------------------------------------------------
     (3)    SEC USE ONLY
----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware
----------------------------------------------------------------------------
NUMBER OF      (5)   SOLE VOTING POWER

SHARES         -------------------------------------------------------------

BENEFICIALLY   (6)   SHARED VOTING POWER
                     426,290 shares of common stock

                     226,857 shares of Common Stock issuable upon conversion
                     of senior secured convertible notes (see Item 4)*

                     1,291,845 shares of Common Stock issuable upon conversion
                     of convertible preferred stock (see Item 4)*

                     1,260,611 shares  of Common Stock issuable upon exercise
                     of warrants (see Item 4)*

OWNED BY       -------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      -------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     426,290 shares of common stock

                     226,857 shares of Common Stock issuable upon conversion
                     of senior secured convertible notes (see Item 4)*

                     1,291,845 shares of Common Stock issuable upon conversion
                     of convertible preferred stock (see Item 4)*

                     1,260,611 shares  of Common Stock issuable upon exercise
                     of warrants (see Item 4)*

-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            426,290 shares of common stock

            226,857 shares of Common Stock issuable upon conversion of senior
            secured convertible notes (see Item 4)*

            1,291,845 shares of Common Stock issuable upon conversion of
            convertible preferred stock (see Item 4)*

            1,260,611 shares  of Common Stock issuable upon exercise of
            warrants (see Item 4)*

----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                         [ ]
----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            9.99% (see Item 4)*
----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            PN
----------------------------------------------------------------------------

* As more fully described in Item 4, these reported securities are subject
to a 9.99% blocker and the percentage set forth in row (11) gives effect to
such blocker.  However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker.  Therefore, the actual number of shares of
Common Stock beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).

<PAGE>


CUSIP No. 92931L302                  13G/A               Page 3 of 7 Pages
----------------------------------------------------------------------------
     (1)    NAMES OF REPORTING PERSONS

            Sander Gerber
----------------------------------------------------------------------------
     (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      (5)   SOLE VOTING POWER
                     0
SHARES         -------------------------------------------------------------

BENEFICIALLY   (6)   SHARED VOTING POWER
                     426,290 shares of common stock

                     226,857 shares of Common Stock issuable upon conversion
                     of senior secured convertible notes (see Item 4)*

                     1,291,845 shares of Common Stock issuable upon conversion
                     of convertible preferred stock (see Item 4)*

                     1,260,611 shares  of Common Stock issuable upon exercise
                     of warrants (see Item 4)*

OWNED BY       -------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      -------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     426,290 shares of common stock

                     226,857 shares of Common Stock issuable upon conversion
                     of senior secured convertible notes (see Item 4)*

                     1,291,845 shares of Common Stock issuable upon conversion
                     of convertible preferred stock (see Item 4)*

                     1,260,611 shares  of Common Stock issuable upon exercise
                     of warrants (see Item 4)*

----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
            426,290 shares of common stock

            226,857 shares of Common Stock issuable upon conversion of senior
            secured convertible notes (see Item 4)*

            1,291,845 shares of Common Stock issuable upon conversion of
            convertible preferred stock (see Item 4)*

            1,260,611 shares  of Common Stock issuable upon exercise of
            warrants (see Item 4)*

---------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                         [ ]
----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            9.99% (see Item 4)*
---------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            IN
---------------------------------------------------------------------------

* As more fully described in Item 4, these reported securities are subject
to a 9.99% blocker and the percentage set forth in row (11) gives effect to
such blocker.  However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock
that would be issuable upon full exercise of such reported securities and
do not give effect to such blocker.  Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported in
rows (6), (8) and (9).


<PAGE>


CUSIP No. 92931L302                  13G/A               Page 4 of 7 Pages
----------------------------------------------------------------------------

Item 1.

(a)   Name of Issuer

           WPCS International Inc. a Delaware corporation (the "Company")

(b)   Address of Issuer's Principal Executive Offices

           	One East Uwchlan Avenue
		Suite 301
		Exton, Pennsylvania 19341


Item 2(a).  Name of Person Filing

 This statement is filed by Hudson Bay Capital Management LP (the
'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are
collectively referred to herein as 'Reporting Persons.'

Item 2(b).  Address of Principal Business Office or, if none, Residence

      The address of the principal business office of each of the
      Reporting Persons is:

      777 Third Avenue, 30th Floor
      New York, NY 10017

Item 2(c).  Citizenship

      Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for each
such Reporting Person.

Item 2(d)   Title of Class of Securities

      	Common Stock, par value $0.0001 per share (the "Common Stock")


Item 2(e)   CUSIP Number

      	92931L302
CUSIP No. 92931L302                  13G/A                 Page 5 of 7 Pages
----------------------------------------------------------------------------

Item 3.     If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ]   Broker or dealer registered under Section 15 of the Act (15 U.S.C.
          78o).

(b) [ ]   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ]   Insurance company as defined in Section 3(a)(19) of the Act (15
          U.S.C. 78c).

(d) [ ]   Investment company registered under Section 8 of the Investment
          Company Act of 1940 (15 U.S.C. 80a-8).

(e) [X]   An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f) [ ]   An employee benefit plan or endowment fund in accordance with
          ss.240.13d-1(b)(1)(ii)(F);

(g) [X]   A parent holding company or control person in accordance with
          ss.240.13d-1(b)(1)(ii)(G);

(h) [ ]   A savings association as defined in Section 3(b) of the Federal
          Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ]   A church plan that is excluded from the definition of an investment
          company under Section 3(c)(14) of the Investment Company Act of
          1940 (15 U.S.C. 80a-3);

(j) [ ]   A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____

<PAGE>


Item 4.     Ownership

       Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

	The information required by Items 4(a) - (c) is set forth in
Rows (5)-(11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.

The Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 31, 2013, discloses that the total number of outstanding
shares of Common Stock as of December 30, 2013 was 12,051,003. The percentages
set forth on Row (11) of the cover page for each Reporting Person is based on
the Company's total number of outstanding shares of Common Stock and assumes
the conversion of the reported senior secured convertible notes, convertible
preferred stock and the exercise of the reported warrants (collectively, the
'Reported Securities'), in each case, subject to the 9.99% Blocker (as
defined below).

Pursuant to the terms of the Reported Securities, the Reporting Persons cannot
convert or exercise, as applicable, any of the Reported Securities if the
Reporting Persons would beneficially own, after any such conversion or
exercise, more than 9.99% of the outstanding shares of Common Stock
(the '9.99% Blocker') and the percentage set forth in Row (11) of the cover
page for each Reporting Person gives effect to the 9.99% Blocker. Consequently,
at this time, the Reporting Persons are not able to convert or exercise all
of such Reported Securities Se due to the 9.99% Blocker.

Item 5.     Ownership of Five Percent or Less of a Class

      If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]

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 on 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.


CUSIP No. 92931L302                  13G/A                 Page 6 of 7 Pages
----------------------------------------------------------------------------


Item 10.    Certification

By signing below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.


<PAGE>


CUSIP No. 92931L302                   13G/A                Page 7 of 7 Pages
----------------------------------------------------------------------------


SIGNATURES

      After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.

Dated: January 30, 2014


HUDSON BAY CAPITAL MANAGEMENT, L.P.

By: /s/ Sander Gerber
Name:	Sander Gerber
Title: 	Authorized Signatory


/s/ Sander Gerber
SANDER GERBER


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>