SecProbe.io

Mail Stop 3720

November 29, 2017

Sebastian Giordano
Chief Executive Officer
WPCS International Incorporated
521 Railroad Avenue
Suisun City, California 94585

Re: WPCS International Incorporated
Amendment No. 1 to Registration Statement on Form S-4
Filed November 21, 2017
  File No. 333-220891

Dear Mr. Giordano :

We have reviewed your amended registration statement  and 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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o 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 these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our November 6, 2017  letter .

Merger Consideration and Exchange Ratio, page 13

1. We note your response to our prior comment 7 that the number of shares held by  the by
WPCS shareholders will not be affected by the exchange ratio.  However, the relative
ownership of these shareholders will be affected by the exchange ratio, and WPCS
shareholders are voting on the merger transaction.  As such, please disclose how W PCS
shareholders will be notified of the final exchange ratio.

Comparative Historical and Unaudited Pro Forma per Share Data, page 28

2. We note your response to comment 12, and we do not find your revisions as you
indicated.  Please revise to disclose the  equivalent per share data for the company being

Sebastian Giordano
WPCS International Incorp orated
November 29, 2017
Page 2

 acquired. The equivalent per share amounts should be calculated by multiplying the pro
forma income (loss) per share before nonrecurring charges or credits directly attributable
to the transaction, pro forma  book value per share, and the pro forma dividends per share
of the registrant by the exchange ratio so that the per share amounts are equated to the
respective values for one share of the company being acquired. Refer to Item 3 (f) of
Form S -4.

Backgroun d of the Merger, page 58

3. In response to our prior comment 14, you have revised your disclosure to provide
additional disclosure on pre -agreement negotiations and considerations.  Please further
revise your disclosures to provide additional information on your negotiations over
material terms (e.g., the exchange ratio and relative ownership percentages).  Also
include in these revised disclosures your consideration of NOLs and if and how you
weighed the potential loss of NOLs in your decisions.

Material U.S. Federal Income Tax Consequences of the Merger, page 85

4. Please revise your disclosure to indicate that tax counsel believes the merger should
qualify as a tax free reorganization under Section 368(a) of the Code.  Clarify that your
description as to t he tax free nature of the transaction is based upon your receipt of a tax
opinion and identify tax counsel.

Dropcar’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 156

Results of Operations, page 160

5. In reg ard to Dropcar, please expand/revise your discussion under results of operations for
all periods to provide a more robust explanation for the changes in the following line
items wi thin your statements of income:

a. For all periods presented, provide analysis  and discussion for “Depreciation and
amortization” and “In terest expense, net” line items;
b. For the nine months ending September 30, 2017, we note increased cost of services
and a corresponding decrease in gross margin. Please quantify the increases in, and
clarify your discussion in regard to, “investment” in your “valet workforce” and the
additio nal parking spaces you acquired;
c. For nine months ending September 30, 2017, we note that the material increase in
“Sales, marketing and training” expenses appea rs to be primarily due an increase in
Dropcar’s workforce. Please quantify and discuss the increase in headcount in the
sales, m arketing and training workforce; and
d. During the same period, “General and administration” expenses increased materially
for a v ariety of reasons, including payroll and related expenses. In order to clarify,

Sebastian Giordano
WPCS International Incorp orated
November 29, 2017
Page 3

 please separately quantify and discuss, as appropriate, the underlying line items that
you attribute to the 341% increase.

You may contact Joseph Cascarano, Staff Accountant, at (202) 551 -3376 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Celeste Murphy,  Legal Branch Chief, at (202) 551 -3257 with any other
questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Kenneth S. Rose
 Morse Zelnick Rose & Lander, LLP