Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 1:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 2)
WPCS
INTERNATIONAL INCORPORATED
(Name
of Issuer)
COMMON
STOCK, $.0001 PAR VALUE
(Title
of Class of Securities)
92931L302
(CUSIP
Number)
December
31, 2016
(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(c)
*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).
(Continued
on following page(s)
Page
1 of 5 Pages
CUSIP
No. 92931L302
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13G
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Page
2 of 5 Pages
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1.
NAMES OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha
Capital Anstalt
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
[_]
(b)
[_]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
5.
SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 331,864 Shares *
6.
SHARED VOTING POWER - None
7.
SOLE DISPOSITIVE POWER – 331,864 Shares *
8. SHARED DISPOSITIVE POWER – None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 331,864 Shares *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES ☒
The
aggregate amount in Row 9 represents the maximum amount of shares that Alpha Capital Anstalt (“Alpha”) can beneficially
control under a contractually stipulated 9.9% ownership restriction. The full conversion and/or exercise of Alpha’s securities
would exceed this restriction.
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12.
TYPE OF REPORTING PERSON
CO
*
Based on a number of outstanding equal to 3,352,159 shares as of January 24, 2017.
CUSIP
No. 92931L302
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13G
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Page
3 of 5 Pages
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ITEM
1 (a) NAME OF ISSUER: WPCS International Incorporated
ITEM
1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One
East Uwchlan Avenue, Suite 301, Exton, PA 19341
ITEM
2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt
ITEM
2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Lettstrasse
32, FL-9490 Vaduz, Furstentums, Liechtenstein
ITEM
2 (c) CITIZENSHIP: Liechtenstein
ITEM
2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $.0001 par value
ITEM
2 (e) CUSIP NUMBER: 92931L302
ITEM
3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable
ITEM
4 OWNERSHIP
(a)
AMOUNT BENEFICIALLY OWNED: 331,864 Shares *
(b)
PERCENT OF CLASS: 9.9%
(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i)
SOLE POWER TO VOTE OR DIRECT THE VOTE
331,864
Shares
(ii)
SHARED POWER TO VOTE OR DIRECT THE VOTE
0
Shares
(iii)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
331,864
Shares
(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0
Shares
CUSIP
No. 92931L302
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13G
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Page
4 of 5 Pages
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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 ON BY THE PARENT HOLDING COMPANY
|
Not
applicable
ITEM
8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not
applicable
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
Not
applicable
CUSIP
No. 92931L302
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13G
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Page
5 of 5 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.
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February
13, 2017
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(Date)
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/s/
Konrad Ackermann
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(Signature)
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Konrad
Ackermann, Director
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(Name/Title)
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