SecProbe.io

Mail Stop 3720

October 6, 2015

David Allen
Chief Financial Officer
WPCS International, Inc.
521 Railroad Avenue
Suisun City, CA 94585

Re: WPCS International, Inc.
  Registration Statement on Form S-3
Filed  September 30, 2015
  File No.  333-207205

Dear Mr. Allen :

We have limited our review of you r registration statement to the  issue we have addressed
in our 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 by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies 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 registration statement and the information you
provide in response to this comments, we may have additional comments.

Exhibit 5.1

1. We note in your legality opinion counsel states that they are “assuming a sufficient
number of authorized but unissued shares of Common Stock is available for such
issuance.” We believe that “a suffic ient number of au thorized  but unissued shares”  is one
of the material facts underlying the opinion and assumptions that are overly broad are
inappropriate. Please ask your counsel to explain and support supplementally the
assumption referenced above or delete it from its o pinion everywhere that it appears. For
guidance, please refer to Section II.B.1.a and Section II.B.3.a of Staff Legal Bulletin No.
19, Legality and Tax Opinions in Registered Offerings, available on our website at
http://www.sec.gov/interps/legal/cfslb19.htm .

David Allen
WPCS International, Inc.
October 6, 2015
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 Securities Act of 193 3 and
all applicable Securities  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.

Notwithstanding our  comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authorit y, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Emily C. Drazan, Staff Attorney at  (202) 551 -3208, Celeste M. Murphy,
Legal Branch Chief at (202) 551 -3257  or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Directo r
AD Office 11 – Telecommunications

cc: Robert S. Matlin, Esq.
 K&L Gates