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 15, 2008

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.

Thomas A. Rose, Esq.

James M. Turner, 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 September 15, 2008, WPCS International Incorporated (the “Company”) announced its operating results for the first fiscal quarter ended July 31, 2008. 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 September 15, 2008, issued by WPCS International Incorporated.

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SIGNATURE

Pursuant to the requirement of the Securities 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
September 15, 2008	By:	/s/ JOSEPH HEATER
		Joseph Heater
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE    SOURCE: WPCS International Incorporated

WPCS REPORTS FISCAL FIRST QUARTER 2009 EARNINGS

Revenues of $28.3 Million

Diluted Earnings Per Share of $0.12

Exton, PA – September 15, 2008 – WPCS International Incorporated (NASDAQ: WPCS), a leader in design-build engineering services for specialty communications systems and wireless infrastructure, today reported results for the fiscal 2009 first quarter ended July 31, 2008.  WPCS reported revenues of $28.3 million for the 2009 first quarter representing an increase of 29.6% from revenues of $21.8 million reported for the corresponding period in the 2008 fiscal year. The increase in revenues during the first quarter of 2009 was driven by a 36.3% increase in revenues from the Company’s specialty communications systems operations and was attributable to several acquisitions completed in earlier periods. WPCS also reported net income of $838 thousand, or $0.12 per diluted share, for the 2009 first quarter ended July 31, 2008 compared to net income of $1.3 million, or $0.16 per diluted share, for the 2008 first quarter ended July 31, 2007.

“We are pleased with our results for the fiscal 2009 first quarter, which met our internal expectations,” stated Andrew Hidalgo, WPCS International Incorporated’s Chairman and Chief Executive Officer.  “Our revenue continues to grow despite an operating environment that remains somewhat challenging due to economic conditions.  We remain focused on providing high quality services to customers in the specialty communication systems and wireless infrastructure sectors.  Specifically, we continue to see market demand in the specialty communication systems market, which is the largest portion of our business, and remain confident that WPCS is well positioned to continue to capitalize on growth opportunities in this sector.”

Highlights for the first quarter of 2009 included the following:

·   Revenues from the specialty communication systems segment represented approximately 88% of total revenue in the fiscal 2009 first quarter compared to 84% during the fiscal 2008 first quarter. Revenues from the wireless infrastructure services segment represented approximately 12% of total revenue in the fiscal 2009 first quarter compared to 16% in the fiscal 2008 first quarter.

·   The backlog of unfilled orders for WPCS was approximately $54 million at July 31, 2008 compared to $31 million at the corresponding period in 2007.

·   Additionally, the Company’s bid list – representing project bids under proposal for new and existing customers – was approximately $156 million at July 31, 2008 compared to $96 million at July 31, 2007.

·   WPCS continues to maintain a healthy financial position with approximately $4.0 million in cash and cash equivalents, approximately $28.4 million in working capital and credit facility borrowings of $7.6 million as of July 31, 2008.

Conference Call Details

WPCS has scheduled a conference for today at 5:30 p.m. Eastern Time to discuss 2009 first quarter results.  Please dial 303-262-2143 and ask for the WPCS call at least 10 minutes prior to the start time.  A telephonic replay of the call will be available through 11:59 p.m. Eastern Time on September 22, 2008 and may be accessed by dialing 303-590-3000 using the passcode 11119167#.  An audio archive will also be available on WPCS’s website at http://www.wpcs.com shortly after the call and will be accessible for approximately ninety days.

About WPCS

WPCS is a design-build engineering company that focuses on the implementation requirements of wireless technology. The company serves the specialty communication systems and wireless infrastructure sectors and provides services that include site design, technology integration, electrical contracting, construction and project management for corporations, government entities and educational institutions worldwide. For more information, please visit www.wpcs.com.

Forward-Looking Statements

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.

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WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Unaudited

	Three Months Ended
	July 31,
	2008			2007
REVENUE	$	28,267,531		$	21,816,006
COSTS AND EXPENSES:
Cost of revenue		20,184,874			15,187,752
Selling, general and administrative expenses		5,937,489			4,059,256
Depreciation and amortization		689,142			529,587
Total costs and expenses		26,811,505			19,776,595
OPERATING INCOME		1,456,026			2,039,411
OTHER EXPENSE (INCOME):
Interest expense		111,603			122,582
Interest income		(26,039	)		(214,512	)
Minority interest		41,246			3,648
INCOME BEFORE INCOME TAX PROVISION		1,329,216			2,127,693
Income tax provision		490,905			855,078
NET INCOME	$	838,311		$	1,272,615
Basic net income per common share	$	0.12		$	0.18
Diluted net income per common share	$	0.12		$	0.16
Basic weighted average number of common shares outstanding		7,251,083			6,973,659
Diluted weighted average number of common shares outstanding		7,260,035			8,050,686

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WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	July 31,		April 30,
ASSETS	2008		2008
	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	3,995,309	$	7,449,530
Accounts receivable, net of allowance of $94,067 and $98,786 at July 31, 2008 and April 30, 2008, respectively		32,417,735		29,092,488
Costs and estimated earnings in excess of billings on uncompleted contracts		4,808,297		3,887,152
Inventory		3,345,333		2,791,782
Prepaid expenses and other current assets		1,586,413		1,002,993
Prepaid income tax		-		122,342
Deferred tax assets		158,873		35,939
Total current assets		46,311,960		44,382,226
PROPERTY AND EQUIPMENT, net		7,035,920		6,828,162
OTHER INTANGIBLE ASSETS, net		2,671,518		2,929,937
GOODWILL		32,239,771		28,987,501
OTHER ASSETS		395,383		820,315
Total assets	$	88,654,552	$	83,948,141

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LIABILITIES AND SHAREHOLDERS' EQUITY

	July 31,		April 30,
	2008		2008
	(Unaudited)		(Note 1)
CURRENT LIABILITIES:
Current portion of loans payable	$	697,141	$	1,272,112
Borrowings under line of credit		-		750,000
Current portion of capital lease obligations		70,637		91,491
Accounts payable and accrued expenses		8,572,132		9,305,791
Billings in excess of costs and estimated earnings on uncompleted contracts		4,829,142		3,602,422
Deferred revenue		869,169		602,560
Due to shareholders		2,588,262		2,300,083
Income taxes payable		328,444		-
Total current liabilities		17,954,927		17,924,459
Borrowings under line of credit		7,626,056		4,376,056
Loans payable, net of current portion		131,538		156,978
Capital lease obligations, net of current portion		233,971		215,780
Deferred tax liabilities		1,626,918		1,173,786
Total liabilities		27,573,410		23,847,059
Minority interest in subsidiary		1,373,096		1,331,850
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, 7,251,083 shares issued and outstanding at July 31, 2008 and April 30, 2008		725		725
Additional paid-in capital		50,802,710		50,775,938
Retained earnings		8,547,873		7,709,562
Accumulated other comprehensive income on foreign currency translation		356,738		283,007
Total shareholders' equity		59,708,046		58,769,232
Total liabilities and shareholders' equity	$	88,654,552	$	83,948,141

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