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CUSIP No. 92931L
20 3
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Schedule
13G
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Page 1 of
6 Pages
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(
Amendment
No. 1)*
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WPCS International Incorporated
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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92931L 20 3
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 92931L
20 3
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Schedule
13G
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Page 2 of
6 Pages
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1.
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Names of Reporting Persons
Iroquois Capital Management L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (
See
Instructions)
(a)
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(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
89,303 shares of
common stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
89,303 shares of common
stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
89,303 shares of common stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row 9
9.99% (see item 4)*
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12.
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Type of Reporting Person (
See
Instructions)
OO
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* As more fully described in Item 4, these reported securities are
subject to a blocker of 9.99% and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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CUSIP No. 92931L
20 3
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Schedule
13G
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Page 3 of
6 Pages
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1.
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Names of Reporting Persons
Joshua Silverman
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2.
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Check the Appropriate Box if a Member of a Group (
See
Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
89,303 shares of common
stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
89,303 shares
of common stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
89,303 shares of common stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row 9
9.99% (see item 4)*
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12.
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Type of Reporting Person (
See
Instructions)
IN; HC
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* As more fully described in Item 4, these reported securities are
subject to a blocker of 9.99% and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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CUSIP No. 92931L
20 3
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Schedule
13G
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Page 4 of
6 Pages
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1.
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Names of Reporting Persons
Richard Abbe
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2.
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Check the Appropriate Box if a Member of a Group (
See
Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
89,303 shares of
common stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
89,303 shares of common
stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
89,303 shares of common stock
1,551,770 shares of Common Stock issuable upon conversion
of
senior secured convertible notes (see Item 4)*
311,249 shares of Common Stock issuable upon conversion
of convertible
preferred stock (see Item 4)*
1,166,421 shares of Common Stock issuable upon exercise
of warrants
(see Item 4)*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row 9
9.99% (see item 4)*
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12.
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Type of Reporting Person (
See
Instructions)
IN; HC
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* As more fully described in Item 4, these reported securities are
subject to a blocker of 9.99% and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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CUSIP No. 92931L
20 3
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Schedule
13G
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Page 5 of
6 Pages
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This Amendment No. 1 (this “Amendment”)
amends the statement on Schedule 13G filed on February 12, 2013 (the “Original Schedule 13G”) with respect to the shares
of common stock, par value $0.01 per share, (the “Common Stock”) of WPCS International Incorporated, a Delaware corporation
(the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth
in the Original Schedule 13G. This Amendment amends and restates Item 4 in its entirety as set forth below.
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows
(5)-(11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 31, 2013, discloses that the total number of outstanding shares of Common Stock as of December
30, 2013 was 12,051,003. The percentages set forth on Row (11) of the cover page for each Reporting Person is based on the Company's
total number of outstanding shares of Common Stock and assumes the conversion of the reported senior secured convertible notes,
convertible preferred stock and the exercise of the reported warrants (collectively, the “Reported Securities”), in
each case, subject to the 9.99% Blocker (as defined below).
Pursuant to the terms of the Reported Securities, the Reporting
Persons cannot convert or exercise, as applicable, any of the Reported Securities if the Reporting Persons would beneficially own,
after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the “9.99% Blocker”)
and the percentage set forth in Row (11) of the cover page for each Reporting Person gives effect to the 9.99% Blocker. Consequently,
at this time, the Reporting Persons are not able to convert or exercise all of such Reported Securities Se due to the 9.99% Blocker.
Item 10. Certification
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 92931L
20 3
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Schedule
13G
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Page 6 of
6 Pages
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2014
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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By:
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/s/ Joshua Silverman
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Joshua Silverman, Authorized Signatory
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/s/ Joshua Silverman
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Joshua Silverman
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/s/ Richard Abbe
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Richard Abbe
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