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, 1999

                         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 October 7, 1999 was 10,566,403 common shares.









<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

         The  unaudited  financial  statements  for the three month period ended
March 31, 1999, 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.  ("Naidger"),  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.  Naidger was a holding
company which acquired Polcorp Industries,  Inc.  ("Polcorp"),  a New York based
holding company which has two operating  subsidiaries,  including  Metrix Metal,
L.L.C. ("MML") and Metrix Tools, L.L.C.  ("MTL"), each located in Tczew, Poland.
MML is engaged in the  production of metal parts and  sub-assemblies,  primarily
the gas meter, white goods and auto parts sector, which products are marketed in
central  and  eastern  Europe.  MTL is engaged in the design and  production  of
tools, injection molds,

                                        2

<PAGE>



dies and assembly  jigs for use in the  production  of gas meters,  white goods,
auto parts and  telecommunication  equipment.  This  company's  business is also
based  primarily  in central  and eastern  Europe.  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, 1999 and 1998.

RESULTS OF OPERATIONS

         Comparison  of  Results of Operations for the Three Month Periods Ended
March 31, 1999 and 1998

         During the three month  period  ended  March 31,  1999,  the  Company's
revenues decreased slightly,  as it generated revenues of $628,188,  compared to
revenues of $652,724 for the similar period in 1998, a decrease of $24,536 (4%).
This  decrease in revenues  was  attributable  to a 12%  increase in revenues as
reported  in zlotys  (the local  currency  in  Poland),  and a  decrease  of 16%
resulting from a change in the exchange rate from 3.4 zlotys per dollar at March
31, 1998 to 4.0 zlotys per dollar at March 31,  1999.  In the three month period
ended March 31, 1999,  costs of sales  decreased  8%, to  $516,429,  compared to
$563,190  for the similar  period in 1998,  a decrease of $46,761.  This was due
primarily  to a 7% increase  in costs of sales as  reported  in zlotys,  and the
aforesaid  decrease in the exchange rate.  Operating  expenses were $356,684 for
the three  months  ended  March 31,  1999,  compared  to $84,090 for the similar
period in 1998,  an increase of $272,594  (324%).  This  increase came about due
primarily to increases in selling and  administrative  expenses and increases in
interest  expense.  Significant  increases  include public relations  ($94,241),
management  fees  ($32,025),  and  professional  fees  ($82,061).  All of  these
increases  were the result of the  requirements  of operating as a public entity
and of costs incurred to investigate and evaluate prospective acquisitions.

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

                                        3

<PAGE>



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.  This
issue is addressed below.

         On June 26, 1998,  Polcorp  acquired all of the issued and  outstanding
shares of MTL and 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 payment which was due in March 1999,  and  subsequent
thereto during the negotiations to acquire Metrix,  S.A. as more fully described
in the  Company's  Form  10-KSB for the fiscal  year ended  December  31,  1998,
previously filed with the Securities and Exchange Commission.  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 principal balance due on these notes as of March 31, 1999 was $304,182.

         The Company has $80,606 of notes payable to a director. The notes arose
from  advances  made by the director to the Company.  The notes bear interest at
prime  (8.25% at  December  31,  1998)  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.

         In addition,  during 1998, an affiliated company made loans of $201,127
to Naidger. Prior to year end, Naidger issued 718,000 shares of its common stock
in satisfaction of $179,500 of such 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

                                        4

<PAGE>



debt capital from individuals,  venture  capitalists and institutions during the
fiscal year ending December 31, 1999. 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 fourth  quarter of calendar  year 1999,  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 residential  meters and a large majority share of
the industrial market in Poland.

         While  no  assurances  can be  provided,  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

                                        5

<PAGE>



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, 1999.

YEAR 2000 DISCLOSURE

         Many existing  computer programs use only two digits to identify a year
in  the  date  field.   These  programs  were  designed  and  developed  without
considering the impact of the upcoming change in the century.  If not corrected,
many computer  applications  could fail or create erroneous results by or at the
Year 2000.  As a result,  many  companies  will be required to  undertake  major
projects to address the Year 2000 issue.  Relevant to the  Company's  computers,
management has retained outside consultants to review potential Y2K problems. As
a result,  the Company will need to replace the server,  net software,  streamer
and adjustment of current  software.  Management does not believe that the costs
of undertaking these actions will be material to the financial  condition of the
Company,  as it is  anticipated  that the total cost of causing  the  Company to
become Y2K compliant will be PLZ 15,000 ($4,000 US).


                           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

                                        6

<PAGE>




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

         (a)      Exhibits

                  EX-27             Financial Data Schedule

         (b)      Reports on Form 8-K

                  In March 1999,  the Company filed two amendments to previously
filed Form 8-K Reports, which amendments were intended to reflect changes in the
letter of resignation submitted by the Company's former independent accountants,
as well as inclusion of audited  financial  statements of Naidger Power Systems,
Inc.  pursuant to the  reverse  merger  between  the  Company and Naidger  which
occurred in the last calendar quarter of 1998.



                                        7

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  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:  October 7, 1999


                                        By:  s/Michael Wexler
                                           ------------------------------------
                                           Michael Wexler, President































                                        8

<PAGE>

<TABLE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<CAPTION>
                                                           (Unaudited)
                                                     March 31,    December 31,
                                                       1999           1998
                                                  -------------   ------------
<S>                                               <C>             <C>
Current assets:
   Cash                                           $     179,035   $    217,535
   Accounts receivable                                  201,267        246,063
   Prepaid expenses                                      16,971         15,110
   Inventories                                          168,345        155,281
   Due from affiliate                                    50,000              -
                                                  -------------   ------------
          Total current assets                          615,618        633,989

Property and equipment, net                             136,704        164,337
                                                  -------------   ------------
Other assets:
   Goodwill, net                                        386,073        429,398
   Deferred charges and other                           108,387         55,068
                                                  -------------   ------------
                                                        494,460        484,466
                                                  -------------   ------------
                                                  $   1,246,782   $  1,282,792
                                                  =============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt
     from business combination                    $     265,799   $    207,150
   Accounts payable and accrued expenses                401,684        279,414
   Accrued taxes                                         53,544         92,780
   Customer deposits                                          -         72,888
   Due to affiliate                                      87,127         21,627
   Notes payable - director                              90,606         80,606
   Payable under service agreement                        7,522          7,522
                                                  -------------   ------------
          Total current liabilities                     906,282        761,987

Long-term debt from business combination,
   net of current portion                                     -         97,032
                                                  -------------   ------------
                                                        906,282        859,019
Stockholders' equity:
   Common stock, $.0001 par value,
      50,000,000 shares authorized;
      10,566,403 shares outstanding in 1999               1,057
      10,331,394 shares outstanding in 1998                              1,033
   Additional paid-in capital                           662,534        521,558
   Accumulated deficit                                 (314,391)      (102,603)
   Accumulated other comprehensive (loss) income         (8,700)         3,785
                                                  -------------   ------------
                                                        340,500        423,773
                                                  -------------   ------------
                                                  $   1,246,782   $  1,282,792
                                                  =============   ============

</TABLE>

                                        9

<PAGE>

<TABLE>



                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




<CAPTION>
                                                           (Unaudited)
                                                    Three-month periods ended
                                                             March 31,
                                                        1999          1998
                                                    -----------   -----------
<S>                                                 <C>           <C>
Revenues                                            $   628,188   $   652,724

Direct costs                                            516,429       563,190

Gross profit                                            111,759        89,534
                                                    -----------   -----------

Operating expenses (income):
   Selling and administrative                           321,274        84,073
   Amortization                                          10,435             -
   Interest expense                                      18,400             -
   Interest income                                       (3,540)       (5,826)
   Gain on sale of assets                                     -        (4,162)
   Foreign taxes                                         10,115        10,005
                                                    -----------   -----------

                                                        356,684        84,090
                                                    -----------   -----------

(Loss) income from continuing operations               (244,925)        5,444
                                                    -----------   -----------

Discontinued operations:
   Income from divested operations                        6,650             -
   Gain on disposal of divested operations               26,487             -
                                                    -----------   -----------
                                                         33,137             -
                                                    -----------   -----------

Net (loss) income                                   $  (211,788)  $     5,444
                                                    ===========   ===========


Loss per share                                      $     (0.02)  $      0.00
                                                    ===========   ===========

Weighted average shares outstanding                  10,448,894     5,179,205
                                                    ===========   ===========






</TABLE>



                                       10

<PAGE>

<TABLE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                           (Unaudited)
                                                    Three-month periods ended
                                                             March 31,
                                                        1999          1998
                                                    -----------   -----------
<S>                                                 <C>           <C>
Cash flows from operating activities:
   Net (loss) income                                $  (211,788)  $     5,444
                                                    -----------   -----------
   Adjustments  to  reconcile  net (loss)  income
     to net cash used in  operating
     activities:
        Depreciation and amortization                    33,224        11,163
        Non-cash expenses of divested operations            453             -
        Expenses paid through issuance
          of common stock                               141,000             -
        Gain on sale of assets                                -        (4,162)
        Gain on sale of divested operations             (26,487)            -
        Changes in assets and liabilities:
           (Increase) decrease in accounts receivable   (33,829)      (98,566)
           (Increase) decrease in prepaid expenses      (12,815)      (16,048)
           (Increase) decrease in inventory             (13,064)      (38,415)
           Increase (decrease) in accounts payable
             and accrued expenses                       164,549        87,192
           Increase (decrease) in accrued taxes         (32,806)        3,935
           Increase (decrease) in customer deposits     (72,888)            -
           Increase (decrease) in payable under
             service agreement                                -        36,343
                                                    -----------   -----------
                  Total adjustments                     147,337       (18,558)
                                                    -----------   -----------
         Net cash used in operating activities          (64,451)      (13,114)
                                                    -----------   -----------
Cash flows from investing activities:
   Sale of short-term investment                              -        11,640
   Capital expenditures                                 (46,024)       (9,491)
   Proceeds from sale of assets                               -         4,162
   Goodwill and deferred charges                        (28,525)      (19,092)
   Loans to affiliate                                    (5,000)      (22,715)
   Proceeds from note receivable of divested segment     30,000             -
                                                    -----------   -----------
         Net cash used in investing activities          (49,549)      (35,496)
                                                    -----------   -----------
Cash flows from financing activities:
   Loans from affiliate                                  65,500             -
   Principal payments on loan obligations                     -         3,579
   Repayment of note payable - director                  10,000             -
   Proceeds from issuance of common stock                     -        15,590
   Costs incurred in connection with
     issuance of common stock                                 -       (18,259)
                                                    -----------   -----------
         Net cash provided by financing activities       75,500           910
                                                    -----------   -----------
         Net increase (decrease) in cash                (38,500)      (47,700)

         Cash balance at beginning of period            217,535       116,908
                                                    -----------   -----------
         Cash balance at end of period              $   179,035   $    69,208
                                                    ===========   ===========
</TABLE>

                                       11

<PAGE>



                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1999
                                   (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, 1998.

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.












                                       12

<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                               159,454               119,871
                                         --------------     -----------------

         Income from divested operations $        6,650     $             335
                                         ==============     =================


         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 $45,000 at March 31, 1999.































                                       13

<PAGE>


                          NPS INTERNATIONAL CORPORATION

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 1999

EXHIBITS                                                                Page No.

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




                                       14