0001415889-15-002454.txt : 20150723 0001415889-15-002454.hdr.sgml : 20150723 20150723163035 ACCESSION NUMBER: 0001415889-15-002454 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150723 DATE AS OF CHANGE: 20150723 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WPCS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086745 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 980204758 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58515 FILM NUMBER: 151002601 BUSINESS ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6109030400 MAIL ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX STAR VENTURES INC DATE OF NAME CHANGE: 20010424 FORMER COMPANY: FORMER CONFORMED NAME: WOWTOWN COM INC DATE OF NAME CHANGE: 20000315 FORMER COMPANY: FORMER CONFORMED NAME: PARAMOUNT SERVICES CORP DATE OF NAME CHANGE: 19990519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stetson John CENTRAL INDEX KEY: 0001553316 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 347 N. NEW RIVER DRIVE EAST #2904 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 SC 13G 1 jstetson13g_wpcsjuly2015.htm SCHEDULE 13G jstetson13g_wpcsjuly2015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
WPCS INTERNATIONAL INCORPORATED
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
92931L401
(CUSIP Number)
 
July 23, 2015
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     x  Rule 13d-1(c)
 
     o  Rule 13d-1(d)
 
* 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).
 

 
 
 
 
CUSIP No.  92931L401
 
1
  
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
John Stetson
     
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)   o
 
(b)   o
     
3
  
SEC USE ONLY
   
   
     
4
 
  
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
 
NUMBER OF SHARES BENEFICIALLY 
OWNED BY EACH
REPORTING
PERSON WITH: 
5
  
SOLE VOTING POWER
   
 
0
     
6
  
SHARED VOTING POWER
   
 
219,095(1)(2)
     
7
  
SOLE DISPOSITIVE POWER
   
 
0
     
8
  
SHARED DISPOSITIVE POWER
   
 
219,095(1)(2)
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
219,095(1)(2)
     
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
     
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
9.99% (based on 2,174,049 shares of common stock outstanding as of July 20, 2015)
     
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
IN
   
 
(1) 
Includes 200,000 shares of common stock and 19,095 shares of common stock underlying Series H Preferred Stock. Excludes 7,505 shares of common stock underlying Series H Preferred Stock due to a blocker that prevents conversion in excess of 9.99% of the total outstanding shares of common stock.
 
(2) 
Held by HS Contrarian Investments, LLC. John Stetson is the President of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.

 
 
 

CUSIP No. 92931L401
 
1
  
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
HS Contrarian Investments, LLC
 
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)   o
 
 
(b)   o
3
  
SEC USE ONLY
   
   
4
 
  
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Florida
 
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 
5
  
SOLE VOTING POWER
   
 
0
     
6
  
SHARED VOTING POWER
   
 
219,095(1)(2)
     
7
  
SOLE DISPOSITIVE POWER
   
 
0
     
8
  
SHARED DISPOSITIVE POWER
   
 
219,095(1)(2)
 
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
219,095(1)(2)
     
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
 
     
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
9.99% (based on 2,174,049 shares of common stock outstanding as of July 20, 2015)
     
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
OO
   
 
(1) 
Includes 200,000 shares of common stock and 19,095 shares of common stock underlying Series H Preferred Stock. Excludes 7,505 shares of common stock underlying Series H Preferred Stock due to a blocker that prevents conversion in excess of 9.99% of the total outstanding shares of common stock.
 
(2) 
Held by HS Contrarian Investments, LLC. John Stetson is the President of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
 
 
 
 
Item 1(a).            Name of Issuer:
 
    WPCS INTERNATIONAL INCORPORATED

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 John Stetson and HS Contrarian Investments, LLC.
Item 2(b).            Address of Principal Business Office or, if None, Residence.
 
    68 Fiesta Way
    Fort Lauderdale, FL 33301

Item 2(c).            Citizenship.
 
    United States/Florida

Item 2(d).            Title of Class of Securities.
 
    Common Stock, $0.0001 par value

Item 2(e).            CUSIP Number.
 
    92931L401
 
Item 3.
Type of Person
 
    Not applicable
 
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.

 
(a)
Amount beneficially owned: 219,095(1)(2)

 
(b)
Percent of class: 9.99% (based on 2,174,049 shares of common stock outstanding as of July 20, 2015)

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 219,095(1)(2)

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 219,095(1)(2)
 
(1)  Includes 200,000 shares of common stock and 19,095 shares of common stock underlying Series H Preferred Stock. Excludes 7,505 shares of common stock underlying Series H Preferred Stock due to a blocker that prevents conversion in excess of 9.99% of the total outstanding shares of common stock.

(2)  Held by HS Contrarian Investments, LLC. John Stetson is the President of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
 
 
 
 
 
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.
 
 
     
       
Date: July 23, 2015
By:
/s/ John Stetson
  
   
John Stetson
  
       
       
 
HS Contrarian Investments, LLC
  
       
Date: July 23, 2015
By:
/s/ John Stetson
  
   
Name: John Stetson
  
   
Title:  President