SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Riley Investment Management LLC (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 800 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WPCS INTERNATIONAL INC [ WPCS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	08/31/2010		P		6,589	A	$3.15	178,858	I(2)	By Riley Investment Partners, LP
Common Stock(1)	09/01/2010		P		15,333	A	$3.15	194,191	I(2)	By Riley Investment Partners, LP
Common Stock(1)	09/02/2010		P		1,931	A	$3.15	196,122	I(2)	By Riley Investment Partners, LP
Common Stock(1)	09/02/2010		P		1,931	A	$3.15	152,756	I(3)	By Lloyd I. Miller, III
Common Stock(1)								93,099	D(4)
Common Stock(1)								243,000	I(5)	By Riley Investment Management LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Riley Investment Management LLC (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 800 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RILEY BRYANT R (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 800 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riley Investment Partners LP (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 800 (Street) SANTA MONICA CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* B. Riley & Co., LLC (Last) (First) (Middle) 11100 SANTA MONICA BLVD. SUITE 800 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MILLER LLOYD I III (Last) (First) (Middle) 2550 GORDON DRIVE (Street) NAPLES FL US 34102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Telecom Global, Inc. (Last) (First) (Middle) 4800 WESTFIELDS BLVD. (Street) CHANTILLY VA US 20151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This form is filed jointly by Riley Investment Partners, LP ("RIP"), B. Riley and Co., LLC ("BRC"), Riley Investment Management LLC ("RIM"), Telecom Global, Inc. ("TGI"), Bryant R. Riley and Lloyd I. Miller, III. As members of a section 13(d) group that owns more than 10% of the outstanding shares of the Issuer, each of RIP, BRC, RIM, TGI, Bryant R. Riley and Lloyd I. Miller, III may be deemed to be 10% owners of the Issuer.

2. Held directly by RIP. RIM has sole investment and voting power over the shares held by RIP. Mr. Riley is the managing member of RIM. Accordingly, RIM and Mr. Riley may be deemed to beneficially own the shares held directly by RIP. Each of RIM and Mr. Riley disclaim beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

3. Held directly by Mr. Lloyd I. Miller, III.

4. Held by Mr. Riley in a joint account with Spouse.

5. Held in client accounts managed by RIM over which RIM has sole investment and voting power. Mr. Riley is the managing member of RIM. Accordingly, RIM and Mr. Riley may be deemed to beneficially own such shares. Each of RIM and Mr. Riley disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

	/s/ Bryant Riley, Managing Member	09/02/2010
	/s/ Bryant R. Riley	09/02/2010
	Riley Investment Partners, LP; By: Riley Investment Management LLC; by: /s/ Bryant R. Riley, Managing Member	09/02/2010
	B. Riley and Co., LLC; By: /s/ Bryant R. Riley, Chairman	09/02/2010
	/s/ Lloyd I. Miller, III	09/02/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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