Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment 5)
WPCS INTERNATIONAL INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92931L203
(CUSIP Number)
Olga Filippova
730 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019
212-659-7790
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 26, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 for
other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No 92931L203
1. Name of Reporting Person
Barron Partners LP
I.R.S. Identification No. of Above Person
431981699
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(a) [ ]
(b) [ x ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares Beneficially Owned 169,655 shares of Common Stock
By Each 8. Shared Voting Power
Reporting 0
Person With 9. Sole Dispositive Power
169,655 shares of Common Stock
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned
by Each Reporting Person
169,655 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
3.9% of the Common Stock of the Issuer
14. Type of Reporting Person
PN
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.001 per
share, (the "Common Stock") of WPCS International Inc., a Delaware
corporation (the "Issuer") having its principal executive offices at 140
South Village Avenue, Suite 20, Exton, PA 19341.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Barron Partners LP, a Delaware Limited
Partnership (the "Reporting Person"), whose business address is 730 Fifth
Avenue, 9th Floor, New York, NY 10019.
The Reporting Person is principally engaged in making investments.
The General Partner of the Reporting Person is Barron Capital Advisors LLC,
a Delaware Limited Liability Company, (the "General Partner"). Andrew
Barron Worden is the managing member of the General Partner.
During the last five years, to the best knowledge of the Reporting Person,
neither the Reporting Person nor any controlling person of the Reporting
Person has (i) been convicted in a criminal proceeding, or (ii) been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
N/A
Item 5. Interest in Securities of the Issuer.
(c) Between January 11, 2006 and January 26, 2006, the Reporting Person
acquired 74,185 shares of the Common Stock by exercising warrants at a
price of $8.40 per share. The shares of the Common Stock underlying the
warrants have been included previously in the number of shares of the
Common Stock beneficially owned by the Reporting Person.
Between January 11, 2006 and January 26, 2006 the Reporting Person sold
74,185 shares of the Common Stock in the open market transactions at a
price per share ranging from $12.08 to $12.35.
(e) On January 26, 2006 the Reporting Person ceased to be the beneficial
owner of more than five percent of the class of securities.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE1
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: January 27, 2006
/s/ ANDREW BARRON WORDEN
- --------------------
Signature
Andrew Worden, Managing Director of the General Partner of Barron
Partners LP