SecProbe.io

CORRESP
1
filename1.htm

WPCS
INTERNATIONAL INCORPORATED

521
Railroad Avenue

Suisun
City, CA 95485

December
13, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Re:
    WPCS
    International Incorporated

    Registration
    Statement on Form S-4 (File No.333-220891)

    Request for
    Acceleration of Effectiveness

    Requested
    Date: December 14, 2017

    Requested
    Time: 4:00 p.m. Washington, D.C. time

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, WPCS International Incorporated
(the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on
Form S-4 (File No. 333-220891), as amended (the “Registration Statement”), so that it may become effective
at 4:00 p.m. Washington, D.C. time on December 14, 2017, or as soon as possible thereafter.

The
Registrant hereby authorizes Kenneth S. Rose, Esq., of Morse, Zelnick, Rose & Lander, LLP, to orally modify or withdraw this
request for acceleration.

The
Registrant hereby acknowledges that:

 • should
                                         the Securities and Exchange Commission (the “Commission”) or the staff
                                         of the Division of Corporation Finance (the “Staff”), acting pursuant
                                         to delegated authority, 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 Registrant from its full responsibility for
                                         the adequacy and accuracy of the disclosure in the filing; and

 • the
                                         Registrant 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.

We
request that we be notified of such effectiveness by a telephone call to Mr. Rose at (212) 838-5030 or, in his absence, to Joel
J. Goldschmidt, Esq., of Morse, Zelnick, Rose & Lander, LLP, at (212) 838-8269. We also respectfully request that a copy of
the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Morse, Zelnick,
Rose & Lander, LLP, attention: Kenneth S. Rose, via facsimile at (212) 208-6809 or email (krose@mzrl.com).

    Very
    truly yours,

    WPCS
    International Incorporated

    By:
    /s/
    Sebastian Giordano

    Sebastian
    Giordano

    President
    and Chief Executive Officer

    Cc:
    Kenneth
    S. Rose

    Joel
    J. Goldschmidt

    Kenneth
    R. Koch

    Daniel
    A. Bagliebter