SecProbe.io

February 10 , 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
Response dated January 31, 2014
File No. 001-34643

Dear Mr. Heater :

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 request ed
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. We note  your response to comment 1 from our letter dated January 29, 2014.  Please
revise your disclosure to make clear that the Purchase Price is subject to potential
adjust ment by stating the same in addition to the existing disclosure discussing the
calculation of the potential adjustment.

2. We have considered your response to comment 2 and reissue.  Please revise to provide
the disclosure required by Item 14 of Schedule 14 A regarding the transaction to acquire
BTX.  We note that while the authorization of additional common stock was not required
to complete the transaction, it was known or reasonably should have been known that
additional common stock would need to be autho rized to cover the conversion of
securities issued in connection with this acquisition.

Joseph A. Heater
WPCS International Incorporated
February 10 , 2014
Page 2

 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 Securi ties 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 hav e made.

 In responding to our comments, please provide  a written statement 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 securiti es 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/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

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