SecProbe.io

January 29, 2014

Via E -mail
Joseph A. Heater
Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue, Suite 301
Exton, PA 19341

Re: WPCS International Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2014
File No. 001-34643

Dear Mr. Giordano :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please revise your preliminary proxy to consistently represent the Purchase Price of the
Pride Group.  We note that on page 6 of the Summary Term Sheet, for example, you refer
to the Purcha se Price as “$1.4 million,” but on page 16 your refer to the Purchase Price as
both “$1.4 million” and “AUD $1.4 million.”

Joseph A. Heater
WPCS International Incorporated
January 29, 2014
Page 2

 2. We note Proposal 2 to amend your Articles of Incorporation to increase your authorized
common stock and that this increase m ay be necessary to complete your obligations
pursuant to the Stock Purchase Agreement dated December 17, 2013 used to purchase
100% of the outstanding membership interests in BTX, causing BTX to become a
wholly -owned subsidiary.  Therefore, please revise y our preliminary proxy statement to
provide the disclosure required by Schedule 14A regarding the transaction, including the
disclosure under Item 14.  See Note A to Schedule 14A.  Alternatively, explain why such
disclosure would not be required in this pro xy statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written stat ement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Kate Beukenkamp, Attorney -Advisor, at 202-551-6971  or Celeste M.
Murphy, Legal Branch Chief, at 202-551-3257  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc:  Via E -mail
 James M. Turner, Esq.
 Sichenzia Ross Friedman Ference LLP