8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934


           Date of Report (Date of earliest reported): August 15, 2003



                         WPCS INTERNATIONAL INCORPORATED
               (Exact name of registrant as specified in charter)



       Delaware                   0-26277                   98-0204758
(State or other jurisdiction    (Commission                (IRS Employer
    of incorporation)            File Number)            Identification No.)



140 South Village Avenue, Suite 20, Exton, Pennsylvania         19341
     (Address of principal executive offices)                 (Zip Code)


        Registrant's telephone number, including area code (610) 903-0400

ITEM 7.  Financial Statements and Exhibits.

   (c)  Exhibits.  The following documents are filed as exhibits to this report:

            99.1        Press release issued August 15, 2003

ITEM 9. Regulation FD Disclosure  (information furnished under Item 12, "Results
of Operations and Financial Condition").

     The information contained in this Current Report is intended to be
furnished under Item 12, "Results of Operations and Financial Condition," and is
provided under Item 9 pursuant to interim guidance issued by the Securities and
Exchange Commission in Release Nos. 33-8216 and 34-47583. As such, the
information hereunder shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into a filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

     A copy of the press release issued by WPCS International Incorporated on
August 15, 2003, announcing its results of operations and financial condition
for the fourth quarter and year ended April 30, 2003, is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       WPCS International Incorporated




Date:  August 19, 2003                 /s/ ANDREW HIDALGO
                                       ---------------------------
                                       Andrew Hidalgo, President

EX-99

Exhibit 99.1

PRESS RELEASE                           SOURCE: WPCS International Incorporated


                   WPCS Reports 4th Quarter and FY2003 Results


EXTON, PA-- (BUSINESS WIRE) - August 15, 2003 -- OTCBB: WPCS - News)
                                                               ----
WPCS International Incorporated reported today a profitable quarter and revenue
growth for its fourth quarter ended April 30, 2003. Net earnings for the quarter
were $180,000, or $0.01 per share, compared to $11,000 in the same period a year
ago.

Revenue for the fourth quarter ended April 30, 2003 was $3.2 million, compared
to revenue of $228,000 in the same period a year ago. For the fiscal year ended
April 30, 2003, revenue was $5.4 million compared to revenue of $402,000 for the
period November 15, 2001 (date of inception) to April 30, 2002.

For the fiscal year ended April 30, 2003, the reported net loss applicable to
common shareholders was $554,000, or $0.05 per share compared to net income of
$11,000 for the period November 15, 2001 (date of inception) to April 30, 2002.

Excluding a non-cash charge of $173,000 recorded in fiscal 2003 as an imputed
preferred stock dividend related to the issuance of its Series B Preferred
Stock, the net loss for the year ended April 30, 2003 was $381,000, or $0.04 per
share.

Andrew Hidalgo, CEO of WPCS International, stated: "In FY2003, WPCS accomplished
many milestones including two acquisitions that strengthened our project
engineering capabilities on a national basis. We have been able to execute on
our plan and by creating operational efficiencies, produced a profitable fourth
quarter. We look forward to the future as we continue to build WPCS as a leader
in project engineering for wireless infrastructure and specialty communication
systems."


About WPCS International Incorporated:

WPCS and its subsidiary companies provide specialized communication systems and
comprehensive wireless solutions for wireless fidelity (WiFi) and fixed wireless
applications, including wireless products, engineering services, structured
cabling and deployment. WPCS offer the ability to integrate superior solutions
from a multitude of vendors across the vast majority of communication
requirements. The company has an extensive customer base that includes many
major corporations, government entities and educational institutions. For more
information, please visit our website at www.wpcs.com


Statements about the company's future expectations, including future revenue and
earnings and all other statements in this press release, other than historical
facts, are "forward-looking" statements and are made pursuant to safe harbor
provisions of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties and are subject to change at any
time. The company's actual results could differ materially from expected
results. In reflecting subsequent events or circumstances, the company
undertakes no obligation to update forward-looking statements.

- ---------------------------------
Contact:

Carol Lindley
WPCS Investor Relations
610-903-0400
ir@wpcs.com