SecProbe.io

February 1 8, 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
 Revised Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
File No. 001-34643

Dear Mr. Heater :

We have reviewed your filing an d have the following comment.  In our comment, 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  comment appl ies 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 this comment, we may have  additional comments.

General

1. We note your response to comment two from our letter dated February 10, 2014 with
respect to your acquisition of BTX and your consideration of ASC 805 -10-55-4 and 5.  It
is not clear to us that the acquisition of B TX represents an acquisition of assets rather
than a business and remind you that one of the disclosed reasons for the stock sale as
described in the Summary Term Sheet on page 6 is to “focus on its other operation
centers and new line of business from its  recently acquired BTX Trader LLC (“BTX
Trader”).”   Please tell us in detail how you considered ASC 805 -10-55-7 through 9 which
describes other factors to be considered by development stage companies.  In your
response tell us how you weighed the following :

Joseph A. Heater
WPCS International Incorporated
March 18, 2014
Page 2

  The founders of BTX have continued as employees of BTX;
 Intellectual property consisting of “the btxtrader.com domain name, the BTX Trader
name and associated trademarks, the BTX Trader concept, and source code, and the
knowledge it obtained, all of which were unpatented technology”  was acquired; and
 As described on page 21, BTX had a clearly articulated strategy to: 1) focus on
trading systems and exchanges within the Bitcoin market; 2) and continue to
implement advanced trading  algorithms for bitcoi n traders.

2. We also note your response to comment two with respect to your analysis under Rule 11 -
01(d) of Regulation S -X.  Please tell us in more detail why you do not believe that there
is sufficient continuity of the acquired entity's operations prior to and after the transaction
such that disclosure of prior financial information is not material to an understanding of
future operations.  In this regard, we note that the founders of BTX are continuing in
significant capacity in what appears to be an eff ort to support the BTX business strategy
and focus along with the intellectual property transferred in the acquisition

3. As reflected in the above comments we continue to believe Schedule 14A Item 14
information is applicable.   Please revise your disclosure to include appropriate Item 14
disclosure related to the transaction with BTX.

Please contact Christine Adams, Staff Accountant, at 202 -551-3363 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202 -551-3835 if you ha ve questions regarding comments
on the financial statements and related matters.   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