8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(D) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 14, 2006

WPCS INTERNATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-26277	98-0204758
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One East Uwchlan Avenue, Suite 301, Exton, PA 19341

(Address of principal executive offices)

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

Copy of correspondence to:

Marc J. Ross, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Tel: (212) 930-9700 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02Results of Operations and Financial Condition

On September 14, 2006, WPCS International Incorporated (the “Company”) announced its operating results for the first fiscal quarter ended July 31, 2006. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

ITEM 9.01Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release, dated September 14, 2006, issued by WPCS International Incorporated.

SIGNATURE

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

	WPCS INTERNATIONAL INCORPORATED
Date: September 14, 2006	By:	/s/ ANDREW HIDALGO
		Andrew Hidalgo
		Chief Executive Officer

EX-99.1

PRESS RELEASE  SOURCE: WPCS International Incorporated

WPCS Reports Record Revenue and $0.16 EPS for First Quarter

EXTON, PA — (PR Newswire-First Call) - September 14, 2006) WPCS International Incorporated (Nasdaq: WPCS) a leader in design-build engineering services for specialty communication systems and wireless infrastructure, has reported its financial results for the first quarter ended July 31, 2006. For the quarter ended July 31, 2006, WPCS reported total revenue of approximately $16.4 million compared to $12.2 million for the same period a year ago, which represents an increase of approximately 35%. For the first quarter of FY2007, the reported net income was approximately $914,000 or $0.16 per share. For the same period last year, the reported net loss was approximately $3.8 million or $0.99 per share which included a non-cash loss of approximately $4.1 million related to accounting for warrant liabilities.

Other First Quarter Highlights Include:

·   The acquisition of New England Communications Systems, Inc.

·   The acquisition of Southeastern Communication Service, Inc.

·   The announcement of FY2007 guidance of $75 million in revenue, $4 million in net income and $0.72 EPS

Andrew Hidalgo, CEO of WPCS International Incorporated, stated: “We are pleased with the first quarter results and it keeps us on target to achieve the FY2007 financial objectives. Revenue reached a new record level and net income was the highest achieved on a quarterly basis in the history of the company if you exclude the non-cash gains applied in FY2006 and FY2005. Demand for our services is very strong, evidenced by the announcement of nearly $17 million in contracts in August alone. Furthermore, with our two recent acquisitions, our geographic scope and engineering expertise has also reached new levels. The wireless market continues to display significant growth and WPCS has positioned itself successfully to take advantage of this growing sector. We look forward to a productive FY2007.”

About WPCS International Incorporated:

WPCS International Incorporated provides design-build engineering services for specialty communication systems and wireless infrastructure including site design, product integration and project management. The company has an extensive customer base that includes 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 the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 International Incorporated

610-903-0400 x100

ir@wpcs.com

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WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended
	July 31,
	2006			2005
				(Note 1)
REVENUE	$	16,436,278		$	12,171,639
COSTS AND EXPENSES:
Cost of revenue		11,691,468			9,130,091
Selling, general and administrative expenses		3,096,322			2,263,955
Depreciation and amortization		233,649			211,467
Total costs and expenses		15,021,439			11,605,513
OPERATING INCOME		1,414,839			566,126
OTHER EXPENSE (INCOME):
Interest expense		79,934			46,349
Interest income		(100,535	)		(7,584	)
Loss on change in fair value of warrants		-			4,110,594
INCOME (LOSS) BEFORE INCOME TAX PROVISION		1,435,440			(3,583,233	)
Income tax provision		521,013			212,083
NET INCOME (LOSS)	$	914,427			($3,795,316	)
Basic net income (loss) per common share	$	0.17			($0.99	)
Diluted net income (loss) per common share	$	0.16			($0.99	)
Basic weighted average number of common shares outstanding		5,316,482			3,821,385
Diluted weighted average number of common shares outstanding		5,668,242			3,821,385

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WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	July 31,		April 30,
ASSETS	2006		2006
	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	7,136,295	$	12,279,646
Accounts receivable, net of allowance of $98,786 and $104,786 at July 31, 2006 and April 30, 2006, respectively		16,249,084		12,141,789
Costs and estimated earnings in excess of billings on uncompleted contracts		2,466,888		1,441,977
Inventory		1,757,804		1,204,540
Prepaid expenses and other current assets		696,470		286,625
Deferred income taxes		41,000		78,000
Total current assets		28,347,541		27,432,577
PROPERTY AND EQUIPMENT, net		2,013,477		1,352,216
CUSTOMER LISTS, net		786,305		864,388
GOODWILL		19,077,318		14,239,918
DEBT ISSUANCE COSTS, net		97,943		111,091
DEFERRED INCOME TAXES		55,000		51,000
OTHER ASSETS		586,870		71,128
Total assets	$	50,964,454	$	44,122,318

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WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
	July 31,			April 30,
LIABILITIES AND SHAREHOLDERS' EQUITY	2006			2006
	(Unaudited)			(Note 1)
CURRENT LIABILITIES:
Current portion of capital lease obligation	$	21,595		$	-
Current portion of loans payable		276,276			231,065
Accounts payable and accrued expenses		6,683,344			4,989,861
Billings in excess of costs and estimated earnings on uncompleted contracts		1,694,044			1,085,312
Deferred revenue		539,757			128,052
Due to shareholders		318,109			381,377
Income taxes payable		592,166			420,066
Deferred income taxes		18,000			21,000
Total current liabilities		10,143,291			7,256,733
Borrowings under line of credit		4,437,446			3,000,000
Loans payable, net of current portion		310,359			256,692
Due to shareholders, net of current portion		512,891			514,623
Deferred income taxes		477,000			531,000
Total liabilities		15,880,987			11,559,048
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, none issued		-			-
Common stock - $0.0001 par value, 75,000,000 shares authorized, 5,494,853 and 5,264,284 shares issued and outstanding at July 31, 2006 and April 30, 2006, respectively		549			526
Additional paid-in capital		35,130,877			33,525,130
Accumulated deficit		(47,959	)		(962,386	)
Total shareholders' equity		35,083,467			32,563,270
Total liabilities and shareholders' equity	$	50,964,454		$	44,122,318

Note 1: Certain reclassifications have been made to prior period financial statements to conform to current presentation.

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