SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event
reported): December 17, 2012
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified
in its charter)
(State or Other Jurisdiction
One East Uwchlan Avenue, Suite 301,
Exton, PA 19341
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (610) 903-0400
Copy of correspondence to:
Marc J. Ross, Esq.
Thomas A. Rose, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 Results of Operations and Financial Condition.
On December 17, 2012, WPCS International
Incorporated (the “Company”) announced its operating results for the second fiscal quarter ended October 31, 2012.
A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current
Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act
of 1933, except as shall be expressly set forth by specific reference in any such filing.
Use of Non-GAAP Financial Measures
The attached press release references EBITDA,
a financial measure that is not in accordance with GAAP. Management uses EBITDA to evaluate the Company's operating and financial
performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate
period-to-period comparisons. The Company believes that these measures are useful to investors because they enhance investors'
ability to review the Company's business from the same perspective as our management and to facilitate comparisons of this period's
results with prior periods. Non-GAAP measures are used by some investors when assessing the ongoing operating and financial
performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting
and reporting used by other companies. The presentation of the additional information should not be considered a substitute for
net income (loss) or net income (loss) per diluted share prepared in accordance with GAAP. The primary material limitations associated
with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable
to similarly titled measures used by other companies in our industry, and (ii) they exclude financial information that some may
consider important in evaluating our performance. Pursuant to the requirements of Regulation G, WPCS has included a reconciliation
of the non-GAAP measure to the most directly comparable GAAP Financial Measures.
ITEM 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated
December 17, 2012, issued by WPCS International Incorporated.
Pursuant to the requirement
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
||WPCS INTERNATIONAL INCORPORATED|
|Date: December 17, 2012
||By: /s/ JOSEPH HEATER|
||Chief Financial Officer|