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: June 30, 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)

                                 (315) 393-3793
                                 --------------
                           (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 August 18, 2000 was 14,086,411 common shares.

<PAGE>

                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                                    CONTENTS

Part I.           FINANCIAL INFORMATION

Item 1.  Financial Statements                                        Page Number

         Condensed Consolidated Balance Sheets as of
         June 30, 2000 (unaudited) and December 31, 1999                  3

         Condensed Consolidated Statements of Operations
         for the three-month and six-month periods ended
         June 30, 2000 and 1999 (unaudited)                               4

         Condensed Consolidated Statements of Cash Flows
         for the six-month periods ended June 30, 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

                                                  (Unaudited)
                                                    June 30,       December 31,
                                                      2000             1999
                                                --------------     ------------
<S>                                             <C>                <C>
Current assets:
   Cash                                         $       87,636     $    134,330
   Accounts receivable                                 230,438          144,180
   Prepaid expenses                                     12,798           17,461
   Inventories                                         243,416          200,855
   Due from affiliate                                    6,394            6,400
                                                --------------     ------------

          Total current assets                         580,682          503,226
                                                --------------     ------------

Property and equipment, net                            101,982          147,048
                                                --------------     ------------

Other assets:
   Goodwill, net                                       340,978          357,129
   Deferred charges and other                          428,570          322,282
                                                --------------     ------------

                                                       769,548          679,411
                                                --------------     ------------

                                                $    1,452,212     $  1,329,685
                                                ==============     =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt from
      business combination                      $      228,990     $    228,990
   Note payable                                         20,302                -
   Accounts payable and accrued expenses               708,947          561,357
   Accrued taxes                                        67,549           58,955
   Loan payable                                              -          152,000
   Notes payable - stockholder                          70,000           70,092
   Convertible debt                                    175,000          175,000
   Payable under service agreement                      76,647          179,393
                                                --------------    -------------

          Total current liabilities                  1,347,435        1,425,787
                                                --------------    -------------

Stockholders' equity:
   Common stock, $.0001 par value,
      50,000,000 shares authorized;
      13,736,411 shares outstanding in 2000
      10,566,403 shares outstanding in 1999              1,374            1,063
   Additional paid-in capital                        1,319,717          680,528
   Accumulated deficit                              (1,163,425)        (757,530)
   Accumulated other comprehensive loss                (52,889)         (20,163)
                                                --------------    -------------

                                                       104,777          (96,102)
                                                --------------    -------------

                                                $    1,452,212    $   1,329,685
                                                ==============    =============
</TABLE>


                                       3
<PAGE>

<TABLE>
                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                   (Unaudited)              (Unaudited)
                                             Six-month period ended   Three-month period ended
                                                    June 30,                  June 30,
                                             ----------------------   -----------------------
                                                2000        1999         2000         1999
                                             ----------  ----------   ----------   ----------
<S>                                          <C>         <C>          <C>          <C>
Revenues                                     $1,194,480  $1,361,036   $  553,129   $  732,848

Direct costs                                  1,061,398   1,116,870      505,983      600,441
                                             ----------  ----------   ----------   ----------

Gross profit                                    133,082     244,166       47,146      132,407
                                             ----------  ----------   ----------   ----------

Operating expenses (income):
   Selling and administrative                   474,210     524,703      294,754      203,429
   Amortization                                  16,151      20,869        8,076       10,434
   Interest expense                              41,019      34,839       20,791       16,439
   Interest income                               (6,071)     (6,908)      (1,815)      (3,368)
   Loss (gain) on sale of assets                   (139)          -          988            -
   Foreign taxes                                 13,807      23,544        6,154       13,429
                                             ----------  ----------   ----------   ----------

                                                538,977     597,047      328,948      240,363
                                             ----------  ----------   ----------   ----------

Loss from continuing operations                (405,895)   (352,881)    (281,802)    (107,956)
                                             ----------  ----------   ----------   ----------

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

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

Net loss                                     $ (405,895) $ (319,744)  $ (281,802)  $ (107,956)
                                             ==========  ==========   ==========   ==========


(Loss) income per share:
   Continuing operations                          (0.03) $    (0.03)  $    (0.02)  $    (0.01)
   Discontinued operations                            -        0.00            -            -
                                             ----------  ----------   ----------   ----------

                                                  (0.03) $    (0.03)  $    (0.02)  $    (0.01)
                                             ==========  ==========   ==========   ==========

Weighted average shares outstanding          12,008,334  10,507,969   13,390,257   10,566,394
                                             ==========  ==========   ==========   ==========

</TABLE>

                                       4

<PAGE>

<TABLE>

                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                               (Unaudited)
                                                          Six-month period ended
                                                                 June 30,
                                                          ---------------------
                                                             2000       1999
                                                          ---------   ---------
<S>                                                       <C>         <C>
Cash flows from operating activities:
   Net loss                                               $(405,895)  $(319,744)
                                                          ---------   ---------
   Adjustments to reconcile net loss to net cash
     used in operating activities:
         Depreciation and amortization                       61,217      67,755
         Non-cash expenses of divested operations                 -         453
         Obligations satisfied through issuance of
            common stock                                    518,015     141,000
         Gain on sale of divested operations                      -     (26,487)
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable      (86,258)    (58,566)
            (Increase) decrease in prepaid expenses           4,663      (6,134)
            (Increase) decrease in inventory                (42,561)      6,990
            Increase (decrease) in accounts payable
               and accrued expenses                        (143,510)    269,147
            Increase (decrease) in accrued taxes              8,594     (20,808)
             Increase (decrease) in payable under
               service agreement                           (102,746)    (72,888)
                                                          ---------   ---------

                  Total adjustments                         217,414     300,462
                                                          ---------   ---------

         Net cash used in operating activities             (188,481)    (19,282)
                                                          ---------   ---------

Cash flows from investing activities:

   Capital expenditures                                           -     (83,808)
   Goodwill and deferred charges                                  -     (74,664)
   Loans to affiliate                                             -      (5,000)
   Proceeds from note receivable of divested segment              -      53,000
                                                          ---------   ---------

         Net cash used in investing activities                    -    (110,472)
                                                          ---------   ---------

Cash flows from financing activities:

   Loans from affiliate                                     121,485      93,000
   Principal payments on loan obligations                         -     (25,000)
   Loans from stockholder                                    20,302      10,000
                                                          ---------   ---------

         Net cash provided by financing activities          141,787      78,000
                                                          ---------   ---------

         Net decrease in cash                               (46,694)    (51,754)

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

         Cash balance at end of period                    $  87,636   $ 165,781
                                                          =========   =========

</TABLE>




                                       5
<PAGE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 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 June 30, 2000.

                                       7
<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

The unaudited financial statements for the six-month period ended June 30, 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.

Subsequent to June 30, 2000, management did review the existing business plan of
the Company and has decided to explore the  possibility of revising the same. In
this regard,  subsequent to June 30, 2000, the Company added various new members
of management.  It is anticipated that the Company will change its business plan
by disposing of its current assets by either selling or spinning off Polcorp. In
addition,  the  Company  currently  plans to acquire  certain  Internet  related
assets.  While current management has had discussions with various third parties
relating  to these  prospective  acquisitions,  as of the date of this report no
definitive  arrangements to acquire such assets has been reached. The discussion
below has been presented as if the Company will continue with its current course
of  business  and does not  contain any plan of  operation  of the new  business
direction due to the fact that such plan is still in the  development  stage and
has not yet been finalized.

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 six-month  periods ended
June 30, 2000 and 1999.

                                       8
<PAGE>

RESULTS OF OPERATIONS

    Comparison of Results of Operations for the Six-Month Periods Ended June 30,
    2000 and 1999

During  the  six-month  period  ended  June 30,  2000,  the  Company's  revenues
decreased,  as it  generated  revenues  of  $1,194,480,  compared to revenues of
$1,361,036  for the similar period in 1999, a decrease of $166,556  (12%).  This
decrease in revenues was  attributable  to a 2% decrease in revenues as reported
in zlotys (the local currency in Poland), and a decrease of 10% resulting from a
change in the  exchange  rate from 4.1 zlotys per dollar at June 30, 1999 to 4.3
zlotys per dollar at June 30, 2000. In the six-month period ended June 30, 2000,
costs of sales  decreased  5%, to  $1,061,398,  compared to  $1,116,870  for the
similar  period in 1999, a decrease of $55,472.  This was due  primarily to a 6%
increase  in costs of  sales  as  reported  in  zlotys,  and a  decrease  of 11%
resulting from the change in the exchange rate. Operating expenses were $538,977
for the six months  ended June 30,  2000,  compared to $597,048  for the similar
period in 1999,  a  decrease  of $58,071  (10%).  This  decrease  came about due
primarily to decreases in selling and administrative expenses. Such decrease was
principally  due to decreases in  professional  fees in  comparison  to the same
period for the previous year.

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 and
2000,  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 June 30, 2000 was $228,990.

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.  The Company is in the
process  of  re-negotiating  payment  terms  for the  notes.

                                       9

<PAGE>

Assuming that the Company's current operations continue as existing,  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

As of the  date  of  this  report,  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.

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.

                                       10

<PAGE>

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 six-month period ended June 30, 2000.

                           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.

























                                       11

<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: August 21, 2000

                                            By:  s/Henry Val
                                               ---------------------------------
                                               Henry Val, President


                                       12
<PAGE>





                          NPS INTERNATIONAL CORPORATION

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2000

EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule....................................14









































                                       13