SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Silverman Joshua

(Last)

(First)

(Middle)

C/O PARKFIELD FUNDING LLC

205 EAST 42ND STREET - 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2016

3. Issuer Name and Ticker or Trading Symbol
WPCS INTERNATIONAL INC [ WPCS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	259,931	I	See footnote⁽¹⁾
Common Stock	8,674	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series H Preferred Stock	06/30/2015	⁽³⁾	Common Stock	97,000	$1.54	I	See footnote⁽¹⁾
Series H-1 Preferred Stock	07/14/2015	⁽⁴⁾	Common Stock	703,700	$1.66	I	See footnote⁽¹⁾
Warrant	⁽⁵⁾	07/14/2020	Common Stock	1,055,481	$1.66	I	See footnote⁽¹⁾
Series H Preferred Stock	07/01/2015	⁽³⁾	Common Stock	23,500	$1.54	I	See footnote⁽²⁾
Series H-1 Preferred Stock	07/14/2015	⁽⁴⁾	Common Stock	54,100	$1.66	I	See footnote⁽²⁾
Warrant	⁽⁵⁾	07/14/2020	Common Stock	81,190	$1.66	I	See footnote⁽²⁾

Explanation of Responses:

1. Securities are held indirectly through Iroquois Master Fund (the "Fund"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Securities are held indirectly through American Capital Management, LLC ("ACM"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. Each share of Series H Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $154 per share of Series H Preferred Stock divided by the conversion price of $1.54 per share, subject to adjustment, and has no expiration date.

4. Each share of Series H-1 Preferred Stock is convertible into shares of Common Stock, equal to the stated value of $166 per share of Series H-1 Preferred Stock divided by the conversion price of $1.66 per share, subject to adjustment, and has no expiration date.

5. Each Warrant allows the holder to acquire one share of Common Stock at an exercise price of $1.66 per share, subject to adjustment, within 5 years of the date of issuance.

	/s/ Joshua Silverman	08/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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