Amended Statement of Ownership (sc 13g/a)
January 17 2017 - 1:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Amendment
No. 2
To
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(b)
WPCS
INTERNATIONAL INCORPORATED
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
92931L401
(CUSIP
Number)
January
17, 2017
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
[ ]
|
Rule
13d-1(b)
|
|
|
|
|
[X]
|
Rule
13d-1(c)
|
|
|
|
|
[ ]
|
Rule
13d-1(d)
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry
Honig
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
[ ]
|
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(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
286,607(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
286,607(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,607(1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.92%
(based on 2,888,659 shares outstanding as of December 12, 2016)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
Barry
Honig is the trustee of GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”), and in such capacity, has
voting and dispositive power over the securities held by such entity.
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
[ ]
|
|
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
286,607(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
286,607(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,607(1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.92%
(based on 2,888,659 shares outstanding as of December 12, 2016)
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
(1)
|
Barry
Honig is the trustee of the Roth 401K, and in such capacity holds voting and dispositive power over the securities held by
the Roth 401K.
|
Item
1(a). Name of Issuer:
WPCS
International Incorporated, a Delaware corporation (“Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
521
Railroad Avenue
Suisun
City, California 94585
Item
2(a). Name of Person Filing.
The
statement is filed on behalf of Roth 401K (the “Reporting Person”).
Item
2(b). Address of Principal Business Office or, if None, Residence.
555
South Federal Highway #450, Boca Raton, FL 33432
Item
2(c). Citizenship.
Roth
401K was organized in the State of Florida.
Item
2(d). Title of Class of Securities.
Common
Stock, par value $0.0001.
Item
2(e). CUSIP Number.
92931L401
Item
3. Type of Person
Not
applicable.
Item
4. Ownership.
(a)
Amount beneficially owned: 286,607(1)
(b)
Percent of class: 9.92% (based on 2,888,659 shares outstanding as of December 12, 2016)
(c)
Number of shares as to which the person has:
|
(i)
Sole power to vote or to direct the vote: 0
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(ii)
Shared power to vote or to direct the vote: 286,607(1)
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(iii)
Sole power to dispose or to direct the disposition of: 0
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of: 286,607(1)
|
|
(1)
|
Barry
Honig is the trustee of the Roth 401K, and in such capacity, has voting and dispositive power over the securities held by
such entity.
|
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certifications.
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.
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.
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GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
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Date:
January 17, 2017
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By:
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/s/
Barry Honig
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Barry
Honig, Trustee
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