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): March 17, 2005
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-26277 98-0204758
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One East Uwchlan Avenue, Suite 301, Exton, PA 19391
(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 2.02 Results of Operations and Financial Condition
On March 17, 2005, WPCS International Incorporated (the "Company")
announced its operating results for the third quarter ended January 31, 2005. 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 March 17, 2005, 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 INTERANTIONAL INCORPORATED
By: /s/ ANDREW HIDALGO
-------------------
Andrew Hidalgo
President
Dated: March 23, 2005
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