U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                             Quarterly Report Under

                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2000

                         Commission File Number: 0-25388

                          NPS INTERNATIONAL CORPORATION
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)



                                    Delaware
                                    --------
         (State or other jurisdiction of incorporation or organization)

                                   86-0214815
                                   ----------
                        (IRS Employer Identification No.)

                                812 Proctor Ave.
                                Ogdensburg, N.Y.
                                ----------------
                    (Address of principal executive offices)

                                     13669
                                     -----
                                   (Zip Code)

                                 1-800-731-8482
                                 --------------
                           (Issuer's Telephone Number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
 X   No    .
---     ---

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of March 31, 2000 was 13,386,411 common shares.


<PAGE>






                          NPS INTERNATIONAL CORPORATION

                                AND SUBSIDIARIES

                                    CONTENTS

Part I.           FINANCIAL INFORMATION

Item 1.  Financial Statements                                        Page Number

         Condensed Consolidated Balance Sheet as of
         March 31, 2000 (unaudited) and December 31, 1999.                3

         Condensed Consolidated Statements of Operations
         for the three-month periods ended March 31, 2000
         and 1999 (unaudited)                                             4

         Condensed Consolidated Statements of Cash Flows
         for the three-month periods ended March 31, 2000
         and 1999 (unaudited)                                             5

         Notes to Condensed Consolidated Financial
         Statements (unaudited)                                          6-7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            8-11

Part II.          OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                12

         Signatures                                                      13
















                                        2


<PAGE>

<TABLE>


                          NPS INTERNATIONAL CORPORATION

                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<CAPTION>
                                           (Unaudited)
                                             March 31,         December 31,
                                              2000                 1999
                                          ------------         -----------
<S>                                       <C>                  <C>
Current assets:
   Cash                                   $     85,016         $   134,330
   Accounts receivable                         260,445             144,180
   Prepaid expenses                             23,809              17,461
   Inventories                                 322,537             200,855
   Due from affiliate                            6,394               6,400
                                          ------------         -----------

          Total current assets                 698,201             503,226
                                          ------------         -----------

Property and equipment, net                    133,624             147,048
                                          ------------         -----------

Other assets:
   Goodwill, net                               349,054             357,129
   Deferred charges and other                  429,730             322,282
                                          ------------         -----------

                                               778,784             679,411
                                          ------------         -----------

                                          $  1,610,609         $ 1,329,685
                                          ============         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt
     from business combination            $    228,990         $   228,990
   Note payable                                 21,218                   -
   Accounts payable and accrued expenses       708,635             561,357
   Accrued taxes                                62,704              58,955
   Loan payable                                      -             152,000
   Notes payable - stockholder                  70,000              70,092
   Convertible debt                            175,000             175,000
   Payable under service agreement              25,268             179,393
                                          ------------         -----------

          Total current liabilities          1,291,815           1,425,787
                                          ------------         -----------

Stockholders' equity:
   Common stock, $.0001 par value,
      50,000,000 shares authorized;
      13,386,411 shares outstanding in 2000
      10,626,411 shares outstanding in 1999      1,339               1,063
   Additional paid-in capital                1,232,252             680,528
   Accumulated deficit                        (881,625)           (757,530)
   Accumulated other comprehensive loss        (33,172)            (20,163)
                                          ------------         -----------

                                               318,794             (96,102)
                                          ------------         -----------

                                          $  1,610,609         $ 1,329,685
                                          ============         ===========
</TABLE>

                                        3


<PAGE>


<TABLE>



                          NPS INTERNATIONAL CORPORATION

                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                         (Unaudited)
                                                   Three-month periods ended
                                                           March 31,
                                                 -----------------------------
                                                     2000               1999
                                                 ----------         ----------
<S>                                              <C>                <C>
Revenues                                         $  641,351         $  628,188

Direct costs                                        555,415            516,429
                                                 ----------         ----------

Gross profit                                         85,936            111,759
                                                 ----------         ----------

Operating expenses (income):
   Selling and administrative                       179,458            321,274
   Amortization                                       8,075             10,435
   Interest expense                                  20,228             18,400
   Interest income                                   (4,256)            (3,540)
   Gain on sale of assets                            (1,127)                 -
   Foreign taxes                                      7,653             10,115
                                                 ----------         ----------

                                                    210,031            356,684
                                                 ----------         ----------

Loss from continuing operations                    (124,095)          (244,925)
                                                 ----------         ----------

Discontinued operations:
   Income from divested operations                        -              6,650
   Gain on disposal of divested operations                -             26,487
                                                 ----------         ----------

                                                          -             33,137
                                                 ----------         ----------

Net loss                                         $ (124,095)        $ (211,788)
                                                 ==========         ==========

Per share data:
   Continuing operations                         $    (0.01)        $    (0.02)
   Discontinued operations                             0.00               0.00
                                                 ----------         ----------

                                                 $    (0.01)        $    (0.02)
                                                 ==========         ==========

Weighted average shares outstanding              10,626,411         10,448,894
                                                 ==========         ==========







                                        4
</TABLE>


<PAGE>

<TABLE>




                          NPS INTERNATIONAL CORPORATION

                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                             (Unaudited)
                                                       Three-month periods ended
                                                               March 31,
                                                        -----------------------
                                                          2000          1999
                                                        ---------     ---------
<S>                                                     <C>           <C>
Cash flows from operating activities:

   Net loss                                             $(124,095)    $(211,788)
                                                        ---------     ---------
   Adjustments to reconcile net loss to
     net cash used in operating activities:
         Depreciation and amortization                     21,499        33,224
         Non-cash expenses of divested operations               -           453
         Obligations satisfied through issuance
            of common stock                               430,515       141,000
         Gain on sale of divested operations                    -       (26,487)
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable   (116,265)      (33,829)
            (Increase) decrease in prepaid expenses        (6,348)      (12,815)
            (Increase) decrease in inventory             (121,682)      (13,064)
            Increase (decrease) in accounts payable
                and accrued expenses                     (125,265)       91,661
            Increase (decrease) in accrued taxes            3,749       (32,806)
             Increase (decrease) in payable under
                service agreement                        (154,125)            -
                                                        ---------     ---------

                  Total adjustments                       (67,922)      147,337
                                                        ---------     ---------

         Net cash used in operating activities           (192,017)      (64,451)
                                                        ---------     ---------

Cash flows from investing activities:

   Capital expenditures                                         -       (46,024)
   Goodwill and deferred charges                                -       (28,525)
   Loans to affiliate                                           -        (5,000)
   Proceeds from note receivable of divested segment            -        30,000
                                                        ---------     ---------

         Net cash used in investing activities                  -       (49,549)
                                                        ---------     ---------

Cash flows from financing activities:

   Loans from affiliate                                   121,485        65,500
   Loans from stockholder                                       -        10,000
   Proceeds from note payable                              21,218             -
                                                        ---------     ---------

         Net cash provided by financing activities        142,703        75,500
                                                        ---------     ---------

         Net decrease in cash                             (49,314)      (38,500)

         Cash balance at beginning of period              134,330       217,535
                                                        ---------     ---------

         Cash balance at end of period                  $  85,016     $ 179,035
                                                        =========     =========
</TABLE>


                                        5


<PAGE>




                          NPS INTERNATIONAL CORPORATION

                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000

                                   (unaudited)

1.       Unaudited interim financial statements

         The accompanying  unaudited financial  statements have been prepared in
         accordance with the instructions for Form 10-QSB and do not include all
         of  the  information  and  footnotes  required  by  generally  accepted
         accounting principles for complete financial statements. In the opinion
         of management,  all  adjustments,  consisting only of normal  recurring
         adjustments  considered  necessary for a fair  presentation,  have been
         included.  Operating  results  for  any  quarter  are  not  necessarily
         indicative of the results for any other quarter or for the full year.

         These  statements  should  be read in  conjunction  with the  financial
         statements of NPS International Corporation formerly (National Industry
         Security  Corporation)  and notes  thereto  included  in the  Company's
         Annual Report on Form 10-KSB for the year ended December 31, 1999.

2.       Divested operations

         Effective March 31, 1999, the Company disposed of its security division
         which conducted business under the name of National Industrial Security
         Corporation  ("NISCO").   The  results  of  NISCO  have  been  reported
         separately  as  a  divestiture  in  the   consolidated   statements  of
         operations.

         Assets and  liabilities  of NISCO which were divested  consisted of the
         following:

              Accounts receivable                                 $  78,625
              Other current assets                                   10,955
              Intangible assets, net                                  7,643
              Accounts payable and accrued expenses                 (48,710)
                                                                  ---------

              Net assets of divested segment                      $  48,513
                                                                  =========

         The  operations  of NISCO were  acquired in a business  combination  on
         November 7, 1998, and were included in the Company's 1998  consolidated
         statement  of  operations  for the period from the date of  acquisition
         through December 31, 1998.

                                        6


<PAGE>




2.       Divested operations (continued)

         The following table summarizes selected financial data of the Company's
         divested operations:

                                                              November 7, 1998
                                                           (date of acquisition)
                                      Three-months ended          through
                                        March 31, 1999       December 31, 1998
                                      ------------------     -----------------

         Revenues                          $166,104               $120,206
         Expenses                           159,455                116,932
                                           --------               --------

         Income from divested
            operations                     $  6,649               $  3,274
                                           ========               ========

         Such amounts have not been  included in operating  revenues or expenses
         in the accompanying consolidated statements of operations.

         Under the terms of the agreement,  the Company sold the assets of NISCO
         for a $75,000 note, thereby realizing a gain on divestiture of $26,487.
         The note bears interest at the rate of 8% per annum. The balance of the
         note was $6,394 at March 31, 2000.

                                        7


<PAGE>




                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

The unaudited  financial  statements for the three-month  period ended March 31,
2000, are attached hereto.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with the  Company's
unaudited financial  statements and notes thereto included herein. In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward-looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward-looking  statements  are  statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward-looking   statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf  of,  the  Company.  The  Company  disclaims  any  obligation  to  update
forward-looking statements.

OVERVIEW

In  November  1998,  the  Company  acquired  all of the issued  and  outstanding
securities  of Naidger  Power  Systems,  Inc.,  which  resulted in a significant
change in the Company's principal business,  from a security guard business to a
holding company whose  subsidiaries are engaged in the production of metal parts
and sub-assemblies,  primarily the gas meter, white goods and auto parts sector,
as well as the  design  and  production  of  tools,  injection  molds,  dies and
assembly jigs for use in the production of gas meters,  white goods,  auto parts
and  telecommunication  equipment.  As a result,  management is  presenting  the
following  discussion  as if the Company had acquired and operated the aforesaid
businesses  for the  previous  two-year  periods,  in order to  provide a better
analysis of the Company's current and prior results of operations.

The following information is intended to highlight developments in the Company's
operations to present the results of operations of the Company,  to identify key
trends  affecting  the  Company's  businesses  and  to  identify  other  factors
affecting the Company's results of operations for the three- month periods ended
March 31, 2000 and 1999.

                                        8
<PAGE>

RESULTS OF OPERATIONS

     Comparison of Results of Operations for the Three-Month Periods Ended March
31, 2000 and 1999

During the  three-month  period ended March 31,  2000,  the  Company's  revenues
increased,  as it  generated  revenues  of  $641,351,  compared  to  revenues of
$628,188  for the similar  period in 1999,  an increase  of $13,163  (2%).  This
increase in revenues was  attributable  to a 5% increase in revenues as reported
in zlotys (the local currency in Poland),  and a decrease of 3% resulting from a
change in the exchange  rate from 4.0 zlotys per dollar at March 31, 1999 to 4.1
zlotys per dollar at March 31, 2000. In the  three-month  period ended March 31,
2000,  costs of sales  increased  8%, to $555,415,  compared to $516,429 for the
similar period in 1999, an increase of $38,986. This was due primarily to an 11%
increase in costs of sales as reported in zlotys, and a decrease of 3% resulting
from the change in the exchange rate.  Operating  expenses were $210,031 for the
three months ended March 31, 2000,  compared to $356,684 for the similar  period
in 1999, a decrease of $146,653 (41%). This decrease came about due primarily to
decreases in selling and administrative expenses.  Significant decreases include
public  relations,  which  was $0 and  $94,241  at  March  31,  2000  and  1999,
respectively,  and professional fees, which was $31,195 and $82,061 at March 31,
2000 and 1999,  respectively.  As a result,  the Company  incurred a net loss of
($124,095)  during the three month period ended March 31, 2000, as compared to a
n et loss of ($244,925) for the similar period in 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  principal  business,  production  of metal parts and tools,  is a
capital  intensive  operation which requires  periodic  capital  expenditures to
replace or upgrade  manufacturing  equipment as well as expenditures to maintain
existing equipment. To date, such expenditures have been principally financed by
cash flows from operations of the Company's operating subsidiaries.  Significant
expenditures  of the parent company include the servicing of debt related to the
acquisition of the Metrix Companies and ongoing general and administrative costs
incurred in connection with public  reporting  requirements and in investigating
new potential acquisition candidates in accordance with the Company's continuing
expansion plans. To date, such expenditures have been financed by equity capital
contributions  and related party loans.  These capital  contributions  and loans
have been  adequate  to  permit  the  Company  to carry on  operations  to date.
However,  it will be necessary to finance  operations  over the coming year with
additional funds raised through the issuance of debt or equity securities.

On June 26, 1998,  Polcorp acquired all of the issued and outstanding  shares of
Metrix Tools,  LLC ("MTL") and Metrix  Metal,  LLC ("MML") in exchange for notes
payable in the  amounts of 430,000  Polish  zlotys  ($122,717  US  dollars)  and
930,000 Polish zlotys ($265,411 US dollars),  respectively.  These notes provide
for repayment in US Dollars based on the exchange rate at ING Bank S.A., Warsaw,
Poland. The notes are payable in four (4) equal installments  commencing 90 days
after the date of the agreement.  The balance of the installments  were due 270,
450 and 630 days following the date of the agreement.  Each installment includes
interest at the rate of 8% annually  increased by the inflation ratio in Poland.
Failure to tender timely payment  results in an interest charge of 20% annually.
This debt is secured by the stock of MTL and MML. As of the date of this report,
the Company  has  temporarily  suspended  the  payments  which were due in 1999,
during the negotiations to acquire Metrix, S.A., as more fully described in Part
I, Item I, above. While the Company is technically in default of its obligations
under the notes  because it did not make the required  payment,  the Company has
not  received  any  notice of  default.  The  balance  due on these  notes as of
December 31, 1999 was $228,990.

                                        9


<PAGE>





The Company has $70,000 of notes payable to a stockholder.  The notes arose from
advances  made by the  stockholder  to the Company.  The notes bear  interest at
prime plus 5.25% to 6.0% and are due May 1999 through  January  2000.  The notes
are  collateralized  by the  Company's  accounts  receivable  and  property  and
equipment, but are subordinated to other secured debt.

Management  intends to undertake a plan of expansion  and in order to effectuate
the same, has recognized the Company's need for additional operating capital. In
response  thereto,  it is expected  that the Company  will  continue to seek out
additional  equity or debt capital from  individuals,  venture  capitalists  and
institutions during the fiscal year ending December 31, 2000. However, as of the
date of this  report,  no  definitive  agreement  has been  reached  between the
Company and any funding source and none is expected in the  foreseeable  future.
Failure of the  Company to obtain  additional  capital in the future will have a
negative  impact on  management's  ability to continue its efforts to expand the
Company's business and generate profits from existing operations.

TRENDS

The  Company  is  primarily  focused on the  development  and  expansion  of (i)
infrastructure  manufacturing and (ii) the acquisition and growth of proprietary
flow  measurement and control  devices in the gas and electricity  meter sectors
(utility metering). With particular reference to (i), and with the understanding
that no  assurances  can be provided,  the Company is  forecasting  double-digit
growth in both its tool making and metal fabrication operations as an increasing
number  of  domestic  concerns  outsource  their  infrastructure   manufacturing
requirements to reduce internal  costs.  In addition,  management  believes that
multinationals  recognize  that Poland  offers large pools of skilled  labor and
lower production costs relative to their domestic  marketplace.  The outsourcing
by western firms of the Company's  infrastructure  manufacturing units continues
to show strength, with planned revenue growth from internal operations exceeding
10-15% commencing in fiscal 2000.

The Company's entry into the proprietary gas and electricity  metering  business
is scheduled for the fiscal 2000,  presuming that the proposed  acquisitions  of
PAFAL SA and METRIX SA, both major suppliers of metering  devices to the utility
sector  in  POLAND,  are  successfully  consummated,  of which  there  can be no
assurance. PAFAL is a manufacturer of electricity meters with an annual turnover
of $35,000,000 and a 83% market share,  while METRIX is a producer of gas meters
with an annual  turnover of $15,000,000 and a 40% share of domestic meters and a
100% share of the industrial market.

                                       10


<PAGE>




It is anticipated that the domestic market in Poland for electricity meters will
exceed  a 10%  growth  rate  over  the next 12  months  as a result  of both new
technological  enhancements  to  existing  products  and new and/or  refurbished
installations. Coupled with its strong domestic position, PAFAL anticipates that
strong   potential   gains  in  sales  and   profitability   lie  in  burgeoning
international markets for its metering technologies.

While  domestic  gas meter  sales in POLAND have  remained  stable over the past
year,  METRIX  SA  has  recently  completed  the  development  cycle  for  a new
generation of plastic injection molded meters which will eventually  replace its
G4 series of domestic meters. The new meters are smaller in size and less costly
than existing metal-framed meters and are well-suited for growth in the domestic
market, not only in Poland, but in numerous  international  markets.  Management
also sees growth in the gas meter business as a result of (1) recent substantial
price increases in Poland in alternate  energy  sources;  (2) a reduction in the
mandatory  inspection  period  from 30 to 15  years;  (3) a trend to  individual
metered premises;  (4) the growth in residential  construction;  (5) substantial
refurbishment  and/or  new  construction  of  industrial  sites;  and (6) export
markets encouraged by a growing requirement in international  markets to monitor
costs and increase gas revenues.

INFLATION

Although  the  operations  of the Company  are  influenced  by general  economic
conditions, the Company does not believe that inflation had a material effect on
the results of operations during the three-month period ended March 31, 2000.

                                       11


<PAGE>





                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS - NONE

ITEM 2.  CHANGES IN SECURITIES - NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS- NONE

ITEM 5.  OTHER INFORMATION - None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K -

         (a)      Exhibits

                  EX-27    Financial Data Schedule

         (b)      Reports on Form 8-K

                  None.


























                                       12


<PAGE>




                                   SIGNATURES

      Pursuant to the  requirements of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        NPS INTERNATIONAL CORPORATION
                                        (Registrant)

                                        Dated:  June 29, 2000
                                              ------------------


                                        By: s/Stephen A. Rosenburgh
                                           ---------------------------------
                                           Stephen A. Rosenburgh, President

                                       13


<PAGE>





                          NPS INTERNATIONAL CORPORATION

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2000

EXHIBITS                                                                Page No.

  EX-27    Financial Data Schedule............................................15








































                                       14