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):  July 30, 2007

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 19390

(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

61 Broadway

New York, New York 10006

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 2.02                                Results of Operations and Financial Condition

On July 30, 2007, WPCS International Incorporated (the “Company”) announced its operating results for the fiscal year ended April 30, 2007. 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 9.01                                Financial Statements and Exhibits.

(c)           Exhibits.

99.1 Press Release, dated July 30, 2007, issued by WPCS International Incorporated.

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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
Dated:  July 30, 2007	By:	/s/ ANDREW HIDALGO
		Andrew Hidalgo
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

 PRESS RELEASE                                                                                                  SOURCE: WPCS International Incorporated

WPCS Reports Record Revenue and $0.72 EPS for FY2007

EXTON, PA - (PR Newswire - First Call) - July 30, 2007) – NASDAQ : WPCS – News) WPCS International Incorporated (WPCS), a leader in design-build engineering services for specialty communication systems and wireless infrastructure, has reported its financial results for the year ended April 30, 2007. For the year ended April 30, 2007, WPCS reported total revenue of approximately $70.0 million compared to $52.1 million a year ago, which represents an increase of approximately 34%.  For FY2007, the reported net income was approximately $4.6 million or $0.72 per diluted share.  For the same period last year, the reported net loss was approximately $1.6 million or $0.40 per diluted share which included a non-cash charge of approximately $4.1 million related to accounting for warrant liabilities.

Andrew Hidalgo, CEO of WPCS International Incorporated, stated: “FY2007 was a very successful year for WPCS. We achieved record revenue and we also achieved our earnings goal. Along with our outstanding sales results, WPCS strengthened its balance sheet considerably. In addition, we completed four acquisitions which have enhanced our geographic scope and engineering capacity while adding many new customers to our base. We will continue to build on our momentum as we establish our leadership position in specialty communication systems and wireless infrastructure.”

About WPCS International Incorporated:

WPCS International Incorporated provides design-build engineering services for specialty communication systems and wireless infrastructure including site design, integration, structured cabling, electrical contracting, trenching, construction and maintenance for corporations, government entities and educational institutions worldwide.  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

WPCS INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
	Year Ended
	April 30,
	2007			2006
REVENUE	$	70,000,070		$	52,144,575
COSTS AND EXPENSES:
Cost of revenue		47,781,351			38,010,945
Selling, general and administrative expenses		13,244,909			9,191,392
Depreciation and amortization		1,239,486			837,789
Total costs and expenses		62,265,746			48,040,126
OPERATING INCOME (LOSS)		7,734,324			4,104,449
OTHER EXPENSE (INCOME):
Interest expense		496,330			256,022
Interest income		(525,524	)		(121,720	)
Minority interest		23,099			-
Loss (gain) on change in fair value of warrants		-			4,078,494
INCOME (LOSS) BEFORE INCOME TAX PROVISION		7,740,419			(108,347	)
Income tax provision		3,146,818			1,515,773
NET INCOME (LOSS)	$	4,593,601		$	(1,624,120	)
Basic net income (loss) per common share	$	0.80		$	(0.40	)
Diluted net income (loss)  per common share	$	0.72		$	(0.40	)
Basic weighted average number of common shares outstanding		5,772,423			4,057,940
Diluted weighted average number of common shares outstanding		6,409,333			4,057,940

WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	April 30,		April 30,
ASSETS	2007		2006
CURRENT ASSETS:
Cash and cash equivalents	$	21,558,739	$	12,279,646
Accounts receivable, net of allowance of $98,786 and $104,786 at April 30, 2007 and 2006, respectively		16,560,636		12,141,789
Costs and estimated earnings in excess of billings on uncompleted contracts		2,499,940		1,441,977
Inventory		2,260,082		1,204,540
Prepaid expenses and other current assets		732,043		286,625
Deferred tax assets		54,000		78,000
Total current assets		43,665,440		27,432,577
PROPERTY AND EQUIPMENT, net		5,488,920		1,352,216
OTHER INTANGIBLE ASSETS, net		1,683,349		864,388
GOODWILL		20,469,608		14,239,918
DEBT ISSUANCE COSTS, net		10,000		111,091
DEFERRED TAX ASSETS		111,000		51,000
OTHER ASSETS		263,353		71,128
Total assets	$	71,691,670	$	44,122,318

	April 30,			April 30,
LIABILITIES AND SHAREHOLDERS' EQUITY	2007			2006
CURRENT LIABILITIES:
Current portion of loans payable	$	2,598,872		$	231,065
Accounts payable and accrued expenses		6,802,110			4,989,861
Billings in excess of costs and estimated earnings on uncompleted contracts		2,272,688			1,085,312
Deferred revenue		504,458			128,052
Due to shareholders		707,000			381,377
Income taxes payable		433,361			420,066
Deferred tax liabilities		27,000			21,000
Total current liabilities		13,345,489			7,256,733
Borrowings under line of credit		4,454,217			3,000,000
Loans payable, net of current portion		284,016			256,692
Due to shareholders, net of current portion		-			514,623
Deferred tax liabilities		722,000			531,000
Total liabilities		18,805,722			11,559,048
Minority interest in subsidiary		1,353,965			-
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, 6,971,698 and 5,264,284 shares issued and outstanding at April 30, 2007 and 2006, respectively		696			526
Additional paid-in capital		47,901,160			33,525,130
Retained earnings (accumulated deficit)		3,631,215			(962,386	)
Accumulated other comprehensive loss on translation of currency exchange		(1,088	)		-
Total shareholders' equity		51,531,983			32,563,270
Total liabilities and shareholders' equity	$	71,691,670		$	44,122,318