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: September 30, 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 September 30, 1999 was 10,566,403 common shares.






                                        1

<PAGE>




                                     PART I


ITEM 1.     FINANCIAL STATEMENTS.

     The  unaudited  financial   statements  for  the  nine-month  period  ended
September 30, 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.  Naidger previously  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") (MML and MTL hereinafter jointly referred to as the "Metrix Companies"),
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, 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

                                        2

<PAGE>



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 nine-month periods
ended September 30, 1999 and 1998.

RESULTS OF OPERATIONS

     Comparison  of Results  of  Operations  for the  Nine-Month  Periods  Ended
September 30, 1999 and 1998

     During the nine month  period  ended  September  30,  1999,  the  Company's
revenues decreased slightly, as it generated revenues of $1,882,124, compared to
revenues of  $1,958,598  for the similar  period in 1998,  a decrease of $76,474
(4%).  This decrease in revenues was  attributable to a 10% increase in revenues
as  reported in zlotys  (the local  currency  in Poland),  and a decrease of 14%
resulting  from a change in the  exchange  rate from 3.6  zlotys  per  dollar at
September 30, 1998, to 4.1 zlotys per dollar at September 30, 1999.

     In the nine month period ended  September 30, 1999, cost of sales decreased
8% to  $1,545,774,  compared to  $1,672,040  for the similar  period in 1998,  a
decrease of $126,266. This was due to a 6% increase in cost of sales as reported
in zlotys, and a decrease of 14% resulting from the change in the exchange rate.

     Operating  expenses were $833,261 for the nine month period ended September
30, 1999,  compared to $328,327 for the similar  period in 1998,  an increase of
$504,934 (154%).  This increase came about due primarily to increases in selling
and  administrative  expenses  and  increases in interest  expense.  Significant
increases include public relations  ($80,447),  management fees ($127,221),  and
professional  fees  ($165,455).  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. Interest expense increased to
$47,507 for the nine month period ended  September  30, 1999 from $3,706 for the
comparable  period in 1998,  an increase of  $43,801.  The  increase in interest
expense  was  principally  due to the  debt  incurred  in  connection  with  the
acquisition of the Metrix  companies.  Since the acquisition  took place on June
26,  1998,  operations  for the nine month  period  ended  September  30,  1998,
reflects  only three  months of  interest  expense on such  debt,  whereas  1999
reflects nine months of interest expense on such debt.

                                        3

<PAGE>




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 stock
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 are 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,  during the  negotiations  to
acquire  Metrix,  S.A., as more fully described in the Company's Form 10-KSB for
the year ended December 31, 1998. 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.  Further,  the Company did
tender a partial  principal  payment of $25,000  during the three  month  period
ended September 30, 1999. This payment,  coupled with the change in the exchange
rate, has resulted in a principal balance due on these notes as of September 30,
1999 of $210,827.

     The  Company has  $90,606 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  September  30,  1999)  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.

                                        4

<PAGE>




     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.

     In July 1999, an investor entered into a loan agreement with the Company in
which the investor  invested  $135,000 in exchange for a convertible note with a
principal amount of $150,000. The principal amount was discounted by ten percent
(10%) in lieu of any interest accrual.  The note is due on July 16, 2000, unless
the investor elects to convert this note to equity in the Company.  The investor
has the exclusive right to convert this note at any time, in whole or in part on
a pro rata basis from time to time,  into an aggregate of four hundred  thousand
(400,000)  restricted  common  shares  of the  Company  (approximately  $.34 per
share).

     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, 1999. However, as of
the date of this report, no definitive  agreement,  other than the one mentioned
in the preceding paragraph, has been reached between the Company and any funding
source.

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 the  calendar  year  1999,
presuming  that  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

                                        5

<PAGE>



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 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 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 nine-month period ended September 30, 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

                                        6

<PAGE>



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

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

                  (a)      Exhibits

                  EX-27             Financial Data Schedule

                  (b)      Reports on Form 8-K - NONE



                                        7

<PAGE>

<TABLE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                     (Unaudited)    (Audited)
                                                     September 30, December 31,
                                                         1999          1998
                                                      ----------    ----------
<S>                                                   <C>           <C>
                                     ASSETS
Current assets:
   Cash                                               $  183,384    $  217,535
   Accounts receivable                                   203,428       246,063
   Prepaid expenses                                       20,385        15,110
   Inventories                                           186,355       155,281
   Due from affiliate                                     27,000             -
                                                      ----------    ----------
          Total current assets                           620,552       633,989
                                                      ----------    ----------
Property and equipment, net                              142,067       164,337
                                                      ----------    ----------
Other assets:
   Goodwill, net                                         365,205       429,398
   Deferred charges and other                            147,026        55,068
                                                      ----------    ----------
                                                         512,231       484,466
                                                      ----------    ----------
                                                      $1,274,850    $1,282,792
                                                      ==========    ==========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt
     from business combination                        $  210,827    $  207,150
   Accounts payable and accrued expenses                 512,321       279,414
   Accrued taxes                                          52,374        92,780
   Customer deposits                                           -        72,888
   Due to affiliate                                      166,627        21,627
   Notes payable                                         240,606        80,606
   Payable under service agreement                         7,522         7,522
                                                      ----------    ----------
          Total current liabilities                    1,190,277       761,987

Long-term debt from business combination,
   net of current portion                                      -        97,032
                                                      ----------    ----------
                                                       1,190,277       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                                  (566,377)     (102,603)
   Accumulated other comprehensive (loss) income         (12,641)        3,785
                                                      ----------    ----------
                                                          84,573       423,773
                                                      ----------    ----------
                                                      $1,274,850    $1,282,792
                                                      ==========    ==========

</TABLE>

                                        8

<PAGE>

<TABLE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




<CAPTION>
                               (Unaudited)                (Unaudited)
                            Nine-month periods        Three-month periods
                                  ended                      ended
                               September 30,              September 30,
                         ------------------------    ------------------------

                             1999         1998            1999        1998
                         -----------  -----------    -----------  -----------
<S>                      <C>          <C>            <C>          <C>
Revenues                 $ 1,882,124  $ 1,958,598    $   521,088  $   618,192

Direct costs               1,545,774    1,672,922        428,904      533,128
                         -----------  -----------    -----------  -----------
Gross profit                 336,350      285,676         92,184       85,064
                         -----------  -----------    -----------  -----------

Operating expenses (income):
   Selling and
     administrative          738,815      323,033        214,112      146,253
   Amortization               31,303            -         10,434            -
   Interest expense           47,507        3,706         12,668        2,893
   Interest income            (9,524)     (18,374)        (2,616)      (5,640)
   Gain on sale of assets     (1,587)      (5,513)        (1,587)      (1,046)
   Foreign taxes              26,747       25,475          3,203        1,551
                         -----------  -----------    -----------  -----------
                             833,261      328,327        236,214      144,011
                         -----------  -----------    -----------  -----------
Loss from continuing
  operations                (496,911)     (42,651)      (144,030)     (58,947)
                         -----------  -----------    -----------  -----------
Discontinued operations:
   Income from divested
     operations                6,650            -              -            -
   Gain on disposal of
     divested operations      26,487            -              -            -
                         -----------  -----------    -----------  -----------

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

Net loss                 $  (463,774) $   (42,651)   $  (144,030) $   (58,947)
                         ===========  ===========    ===========  ===========

Loss per share           $     (0.04) $     (0.01)   $     (0.01) $     (0.01)
                         ===========  ===========    ===========  ===========

Weighted average
  shares outstanding      10,527,658    5,567,772     10,566,394    5,606,499
                         ===========  ===========    ===========  ===========

</TABLE>





                                        9

<PAGE>

<TABLE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<CAPTION>
                                                                         (Unaudited)
                                                                   Nine-month periods ended
                                                                        September 30,
                                                                   ------------------------
                                                                      1999           1998
                                                                   ---------      ---------
<S>                                                                <C>            <C>
Cash flows from operating activities:
  Net loss                                                         $(463,774)     $ (42,651)
                                                                   ---------      ---------
Adjustments  to  reconcile  net loss to net cash
  (used in) provided by operating activities:
     Depreciation and amortization                                   102,013         50,646
     Non-cash expenses of divested operations                            453              -
     Expenses paid through issuance of common stock                  141,000        208,172
     Gain on sale of assets                                           (1,587)        (5,515)
     Gain on sale of divested operations                             (26,487)             -
     Changes in assets and liabilities:
      (Increase) decrease in accounts receivable                     (35,990)        45,702
      (Increase) decrease in prepaid expenses                         (1,229)             -
      (Increase) decrease in inventory                               (31,074)        17,631
      Increase (decrease) in accounts payable and accrued expenses   208,022        (82,514)
      Increase (decrease) in accrued taxes                           (33,976)           374
      Increase (decrease) in customer deposits                       (72,888)             -
      Increase (decrease) in payable under service agreement               -       (114,503)
                                                                   ---------      ---------

                  Total adjustments                                  248,257        119,993
                                                                   ---------      ---------
     Net cash (used in) provided by operating activities            (215,517)        77,342
                                                                   ---------      ---------
Cash flows from investing activities:
  Purchase of short-term investment                                        -       (105,756)
  Capital expenditures                                              (108,221)             -
  Proceeds from sale of assets                                         1,587         44,458
  Goodwill and deferred charges                                            -        (39,042)
  Loans to affiliate                                                  (5,000)             -
  Proceeds from note receivable of divested segment                   53,000              -
                                                                   ---------      ---------
     Net cash used in investing activities                           (58,634)      (100,340)
                                                                   ---------      ---------
Cash flows from financing activities:
  Loans from affiliate                                               145,000          2,744
  Principal payments on loan obligations                             (50,000)             -
  Proceeds from loans                                                145,000              -
  Proceeds from issuance of common stock                                   -        112,090
  Costs incurred in connection with issuance of common stock               -        (51,499)
                                                                   ---------      ---------
     Net cash provided by financing activities                       240,000         63,335
                                                                   ---------      ---------
     Net (decrease) increase in cash                                 (34,151)        40,337

     Cash balance at beginning of period                             217,535        116,908
                                                                   ---------      ---------
     Cash balance at end of period                                 $ 183,384      $ 157,245
                                                                   =========      =========

</TABLE>

                                       10

<PAGE>



                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               September 30, 1999


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.









                                       11

<PAGE>



2.       Divested operations (continued)

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


                                                            November 7, 1998
                                           Nine-month     (date of acquisition)
                                          period ended          through
                                       September 30, 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 $22,000 at September 30, 1999.




























                                       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: November 11, 1999


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







                                       13

<PAGE>


                          NPS INTERNATIONAL CORPORATION

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
               FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999


EXHIBITS                                                                Page No.

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






                                       14