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, 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.)

                               4400 US Highway 9.
                                 Freehold, N.J.
                                 --------------
                    (Address of principal executive offices)

                                812 Proctor Ave.
                             Ogdensburg, N.Y. 13669
                             ----------------------
          (Former name or former address, if changed since last report)

                                      07728
                                      -----
                                   (Zip Code)

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

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

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of November 7, 2000 was 17,236,411 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

         September 30, 2000 (unaudited) and December 31, 1999             3

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

         Condensed Consolidated Statements of Cash Flows
         for the nine-month periods ended September 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                            8-15

Part II.          OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                15

         Signatures                                                      16
















                                       2

<PAGE>

<TABLE>

                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<CAPTION>
                                                                (Unaudited)
                                                               September 30,  December 31,
                                                                   2000           1999
                                                               ------------    ----------
<S>                                                            <C>             <C>
Current assets:
   Cash                                                        $     57,708    $  134,330
   Accounts receivable                                              236,297       144,180
   Prepaid expenses                                                   6,053        17,461
   Inventories                                                      151,751       200,855
   Due from affiliate                                                 6,394         6,400
                                                               ------------    ----------

          Total current assets                                      458,203       503,226
                                                               ------------    ----------

Property and equipment, net                                          86,154       147,048
                                                               ------------    ----------

Other assets:
   Goodwill, net                                                    332,902       357,129
   Deferred charges and other                                       428,570       322,282
                                                               ------------    ----------

                                                                    761,472       679,411
                                                               ------------    ----------

                                                               $  1,305,829    $1,329,685
                                                               ============    ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Current portion of long-term debt from business combination $    228,990    $  228,990
   Note payable                                                      21,810             -
   Accounts payable and accrued expenses                            708,341       561,357
   Accrued taxes                                                     45,099        58,955
   Loan payable                                                           -       152,000
   Notes payable - stockholder                                       70,000        70,092
   Convertible debt                                                 175,000       175,000
   Payable under service agreement                                   84,639       179,393
                                                               ------------    ----------

          Total current liabilities                               1,333,879     1,425,787
                                                               ------------    ----------

Stockholders' equity (deficit):
   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                                           (1,325,150)     (757,530)
   Accumulated other comprehensive loss                             (23,991)      (20,163)
                                                               ------------    ----------

                                                                    (28,050)      (96,102)
                                                               ------------    ----------

                                                               $  1,305,829    $1,329,685
                                                               ============    ==========
</TABLE>

                                       3
<PAGE>
<TABLE>

                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                   (Unaudited)                (Unaudited)
                                              Nine-month period ended    Three-month period ended
                                                   September 30,             September 30,
                                              -----------------------    ------------------------
                                                 2000        1999            2000         1999
                                              ----------  -----------    -----------  ------------
<S>                                           <C>         <C>            <C>          <C>
Revenues                                      $1,667,908  $ 1,882,124    $   473,428  $    521,088

Direct costs                                   1,521,179    1,545,774        459,781       428,904
                                              ----------  -----------    -----------  ------------

Gross profit                                     146,729      336,350         13,647        92,184
                                              ----------  -----------    -----------  ------------

Operating expenses (income):
   Selling and administrative                    630,350      738,815        156,140       214,112
   Amortization                                   24,226       31,303          8,075        10,434
   Interest expense                               59,141       47,507         18,122        12,668
   Interest income                                (8,457)      (9,524)        (2,386)       (2,616)
   Loss (gain) on sale of assets                    (144)      (1,587)            (5)       (1,587)
   Foreign taxes                                   9,233       26,747         (4,574)        3,203
                                              ----------  -----------    -----------  ------------

                                                 714,349      833,261        175,372       236,214
                                              ----------  -----------    -----------  ------------

Loss from continuing operations                 (567,620)    (496,911)      (161,725)     (144,030)
                                              ----------  -----------    -----------  ------------

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

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

Net loss                                      $ (567,620) $  (463,774)   $  (161,725) $   (144,030)
                                              ==========  ===========    ===========  ============


(Loss) income per share:
   Continuing operations                      $    (0.04) $     (0.04)   $     (0.01) $      (0.01)
   Discontinued operations                             -            -              -             -
                                              ----------  -----------    -----------  ------------

                                              $    (0.04) $     (0.04)   $     (0.01) $      (0.01)
                                              ==========  ===========    ===========  ============

Weighted average shares outstanding           12,577,214   10,527,658     13,736,411    10,566,394
                                              ==========  ===========    ===========  ============


</TABLE>

                                       4
<PAGE>

<TABLE>

                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                     (Unaudited)
                                                                                Nine-month period ended
                                                                                      September 30,
                                                                                ------------------------
                                                                                   2000         1999
                                                                                -----------  -----------
<S>                                                                             <C>          <C>
Cash flows from operating activities:
   Net loss                                                                     $  (567,620) $  (463,774)
                                                                                -----------  -----------
   Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization                                               85,121      102,013
         Non-cash expenses of divested operations                                         -          453
         Obligations satisfied through issuance of common stock                     518,015      141,000
         Gain on sale of assets                                                           -       (1,587)
         Gain on sale of divested operations                                              -      (26,487)
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                              (92,117)     (35,990)
            (Increase) decrease in prepaid expenses                                  11,408       (1,229)
            (Increase) decrease in inventory                                         49,104      (31,074)
            Increase (decrease) in accounts payable and accrued expenses           (115,218)     208,022
            Increase (decrease) in accrued taxes                                    (13,856)     (33,976)
            Increase (decrease) in payable under service agreement                  (94,754)     (72,888)
                                                                                -----------  -----------

                  Total adjustments                                                 347,703      248,257
                                                                                -----------  -----------

         Net cash used in operating activities                                     (219,917)    (215,517)
                                                                                 ----------  -----------

Cash flows from investing activities:
   Capital expenditures                                                                   -     (108,221)
   Proceeds from sale of assets                                                           -        1,587
   Loans to affiliate                                                                     -       (5,000)
   Proceeds from note receivable of divested segment                                      -       53,000
                                                                                -----------  -----------

         Net cash used in investing activities                                            -      (58,634)
                                                                                -----------  -----------

Cash flows from financing activities:
   Loans from affiliate                                                             121,485      145,000
   Principal payments on loan obligations                                                 -      (50,000)
   Proceeds from loans                                                                    -      145,000
   Proceeds from note payable                                                        21,810            -
                                                                                -----------  -----------

         Net cash provided by financing activities                                  143,295      240,000
                                                                                -----------  -----------

         Net decrease in cash                                                       (76,622)     (34,151)

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

         Cash balance at end of period                                          $    57,708  $   183,384
                                                                                ===========  ===========

</TABLE>


                                       5
<PAGE>


                          NPS INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 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                             159,454              116,932
                                             --------             --------

         Income from divested operations     $  6,650             $  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 September 30, 2000.

3.       Subsequent event

         Effective  October 17, 2000, the Company  acquired  certain assets from
         MaxPlanet  Corp.,  a  Delaware  publicly  held  corporation  ("MPC") in
         exchange for  issuance of 3.5 million  shares of the  Company's  common
         stock in favor of MPC, which shares were valued at $123,000. The assets
         acquired  include  the  rights to three  (3)  domain  names,  including
         "oneclass.com," "1class.com" and "telephonebook.net" along with related
         business plans, servers,  database and software previously developed by
         MPC.

         The  relevant  agreement  was  executed in August  2000;  however,  the
         agreement  provides that the effective date of the agreement  would not
         be until  such  time as the  assets  had been  fully  delivered  to the
         Company.  Final  delivery  of the  relevant  URL's  and  platforms  was
         completed on October 17, 2000.

         In addition,  the Company has also agreed to lease its corporate office
         from  MPC  and use the  services  of  MPC's  Internet  development  and
         production  facility in Miami,  Florida in order to generate  users and
         customers to products  and services to be offered by the Company.  This
         agreement  requires  the  Company  to pay $5,000 per month to MPC until
         September 2001, which term will automatically  renew for successive one
         year terms until written notice of termination is provided. The Company
         has also agreed, among other things, to pay MPC a minimum quarterly fee
         of 100,000  shares of the  Company's  common stock for  supporting  the
         Company's growth.

         As a result of this  acquisition,  the  principal  business plan of the
         Company has changed. The Company now intends to acquire, joint venture,
         advertise,  promote and market unaffiliated  companies worldwide in the
         Internet,  biotechnology,  genomics,  pharmaceuticals and life-sciences
         industries  by offering  multiple  solutions  and  platforms  for these
         companies to promote their advertisements and content. The Company also
         intends to provide  solutions for public and private companies to raise
         capital,   raise  business  awareness  and  effect  strategic  mergers,
         acquisitions and other business combinations.

                                       7
<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

The unaudited  financial  statements for the three-month and nine-month  periods
ended September 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.

During the quarter ended September 30, 2000, management reviewed and revised the
existing business plan of the Company.  In this regard,  subsequent to September
30, 2000,  the Company added various new members of  management.  During October
2000, the Company  acquired certain assets in exchange for 3.5 million shares of
the Company's  common  stock.  The assets  acquired  include the rights to three
Internet domain names, along with related business plans, servers,  database and
software.

As a result of this acquisition,  the principal business plan of the Company has
changed. The Company now intends to acquire, joint venture,  advertise,  promote
and market  unaffiliated  companies  worldwide in the  Internet,  biotechnology,
genomics,  pharmaceuticals  and  life-sciences  industries by offering  multiple
solutions and platforms for these companies to promote their  advertisements and
content.  The Company also intends to provide  solutions  for public and private
companies  to raise  capital,  raise  business  awareness  and effect  strategic
mergers, acquisitions and other business combinations.

                                       8
<PAGE>

Due to the change in the business plan, management is exploring its options with
regard to its manufacturing  operations in Poland.  Such options may include the
sale or spin-off of Polcorp.

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, 2000 and 1999.

RESULTS OF OPERATIONS

     Comparison  of Results  of  Operations  for the  Nine-Month  Periods  Ended
September 30, 2000 and 1999

During the nine-month  period ended  September 30, 2000, the Company's  revenues
decreased,  as it  generated  revenues  of  $1,667,908,  compared to revenues of
$1,882,124  for the similar period in 1999, a decrease of $214,216  (11%).  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 9% resulting from a
change in the exchange  rate from 4.1 zlotys per dollar at September 30, 1999 to
4.5 zlotys per dollar at September  30,  2000.  In the  nine-month  period ended
September  30, 2000,  costs of sales  decreased 2%, to  $1,521,179,  compared to
$1,545,774 for the similar  period in 1999, a decrease of $24,595.  This was due
primarily  to a 8%  increase  in costs of sales as  reported  in  zlotys,  and a
decrease  of 10%  resulting  from the  change in the  exchange  rate.  Operating
expenses were $714,349 for the nine months ended September 30, 2000, compared to
$833,261  for the similar  period in 1999,  a decrease of $118,912  (14%).  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.

PLAN OF OPERATION

The  Company  intends to  develop a  multiple-brand  strategy  of  products  and
services that appeal to complementary  and diverse groups of members or users of
the  Internet.  The Company  intends to also develop a  multiple-revenue  stream
strategy  designed to broaden the sources of revenues  from its  properties  and
services beyond  subscription  revenues to include revenues from sources such as
advertising,  commerce, licensing fees and transaction fees. The Company intends
to augment its online  services  with  branded  properties  that add features or
content  across  multiple  services  or  platforms.   Management  believes  that
following these strategies should enable the Company to operate its business and
improve its  services  and  products in a  cost-effective  manner by utilizing a
shared infrastructure performing core functions.

The Company's service intends to provide subscribers with a global,  interactive
community offering a wide variety of content,  features and tools. The Company's
service  intends to also  include  simple  access to the  Internet  with  search
functionality through the Company's WebFind. The range of content,  features and
tools offered on the Company's service isexpected to include the following:

     -   Internet Access.
     -   Electronic mail services.
     -   Public bulletin boards.
     -   The Buddy List feature.
     -   Instant Messenger service.
     -   An online community center.
     -   Public or  private  "meeting  rooms" and  interactive  "chat"  rooms.
     -   Guest interviews and live "auditorium" events.

                                       9
<PAGE>

Content on the  Company's  service will be  organized  into  channels,  allowing
members to navigate the service  easily to find areas of  interest.  Each of the
following  twenty three  channels  offers  informational  content,  commerce and
community opportunities:

     -   The Company Today
     -   News
     -   Sports
     -   Influence
     -   Travel
     -   International
     -   Personal Finance
     -   Work Place
     -   Computing
     -   Research & Learn
     -   Entertainment
     -   Games
     -   Interests
     -   On-Line Auctions
     -   Lifestyles
     -   Shopping
     -   Health
     -   Families
     -   Kids Only
     -   Local
     -   B2B
     -   B2B  Yellow  Pages  (part  of the  Company's  acquisition  strategy  of
         www.telephonebook.net from MaxPlanet, Corp.)
     -   Consumer Shopping Mall

Personalization  and Control  Features are expected to be  implemented  to allow
members to  personalize  their  experience  on the Company's  service  through a
number of features and tools, including:

     1.   A reminder service that sends e-mail in advance of important events.

     2.   Stock portfolios that automatically update market prices.

     3.   Mail  Controls,  which allow members to limit who may send them e-mail
          and to block certain types of e-mail.

     4.   Favorite Places,  which allows members to mark particular Web sites or
          the Company areas.

     5.   Portfolio  Direct and News Profiles,  which send stories of particular
          interest to members.

Company members are expected to be able to search the Internet and the Company's
exclusive B2B content without leaving the Company's service. The service intends
to also  include  "Company's  Plus," a feature  that  should  enable  members to
connect to the Company's  service  through  high-speed  broadband  technologies,
including  DSL,  cable,  satellite  and wireless and provide  additional  online
content to members connecting through such broadband technologies.

                                       10
<PAGE>

The  Company's  content  network  is  expected  to also offer a network of local
content and community guides in over 60 U.S. cities,  including Atlanta, Boston,
Chicago,  Dallas,  Denver,  Detroit, Los Angeles,  Minneapolis,  Miami, Orlando,
Philadelphia,  San Diego, San Francisco and Washington,  D.C. This local content
will be developed to include original and third party news,  sports,  weather, a
local guide service with directory and classified listings.

Advertising and Commerce

An important  component of the Company's  strategy is to develop its Interactive
Online  Services  business in order to increase  revenues from  advertising  and
commerce  sources  and from the sale of  merchandise.  The  Company  intends  to
establish a wide variety of relationships with advertising and commerce partners
to grow and  diversify  its  non-subscription  based B2B revenues and to provide
subscribers  on the  Company's  interactive  B2B services with access to a broad
selection of  competitively  priced,  easy-to-order  products and services.  The
Company intends to work to develop  multiple revenue sources for its interactive
properties  and  services,  and to broaden  the scope of those  revenue  sources
beyond  subscriptions  and advertising  fees to include revenues from additional
sources,  such as transaction  fees and licensing fees. The Company will attempt
to also expand the scope, range and types of businesses  involved in advertising
and  commerce  relationships.  The  Company  intends to enter  into  advertising
arrangements  that  encompass  multiple  brands within the  Company's  family of
brands.

The Company expects to offer its advertising and commerce  partners a variety of
customized  programs,  which may include  guaranteed  numbers of impressions and
select  sponsorship of particular  online areas or Web pages for designated time
periods.  As  merchants  recognize  the value in reaching the  Company's  large,
growing and active  subscriber base and users of its Web-based  properties,  the
Company  should  be  able to  earn  additional  revenues  by  offering  selected
merchants  exclusive rights to market particular goods or services within one or
more of the Company's online services and properties. In those transactions, the
Company  intends  to  provide  its  commerce   partners  certain  marketing  and
promotional opportunities and, in return, receive cash payments, the opportunity
for  revenue  sharing,  cross-promotions  and  competitive  pricing  and  online
conveniences  for subscribers.  Certain of the  transactions  with partners also
include an equity component for the Company.

The  advertising  and commerce  partnerships  will also provide the users of the
Company's interactive services and properties with access to a diverse selection
of consumer  products and services.  The Company intends to also obtain revenues
from  the  sale of  merchandise  by  offering  for  sale to  subscribers  on its
interactive  services  a number  of  computer  and  Internet  online  goods  and
services,  including  hardware and software  products and books and Company logo
merchandise.  Merchandise  will be promoted  principally by means of promotional
"pop-up"  screens and the Company intends to have its  merchandise  available in
online stores included in various channel stores and in specialized  seasonal or
other targeted shops.

B2B&E-Commerce

The Company intends to create its own "OneClass (B2B) Mall" encouraging users to
participate  in  Business-to-Business  (B2B)  and  Business  to  Consumer  (B2C)
transactions.  Jupiter  Research  reports that US B2B  e-commerce is expected to
grow very  rapidly over the next five years -- from $336 billion in 2000 to $6.3
trillion in 2005. Online B2B activity currently represents 3% of the B2B market,
but is expected to represent 42% by 2005.  Dominating B2B e-commerce during this
period will supply chain trade.

In its report, US  Business-to-Business  Trade  Projections,  Jupiter highlights
five  industries  that are expected to conduct more than half buying and selling
online by 2004. The industries  are: (i)

                                       11
<PAGE>

aerospace and defense;  (ii)  chemicals;  (iii) computer and  telecommunications
equipment;  (iv)  electronics;  and (v) motor  vehicle and parts.  Computer  and
telecommunications  equipment is expected to lead with $1 trillion  online sales
by 2005.  The other  industries  with sales over $500  billion  will be food and
beverage,  motor  vehicles and parts,  industrial  equipment and  supplies,  and
construction and real estate.

B2B-AffiliateProgram

The Company's  B2B  affiliate  program is expected to enable web sites listed on
the Company's  site to become  "affiliate  content  sites," to drive  e-commerce
revenues with their content.  The Company's B2B affiliates will be provided with
an entire suite of unique  services and advanced  technologies  to let them:

     1.   Drive e-commerce revenues to their sites.

     2.   Easily manage  thousands of merchant  partnerships.

     3.   Diversify and maximize their revenue  streams.

     4.   Enable  millions  of  businesses  and  consumers  to point,  click and
          purchase onto a site that they're  interacting  with for  information,
          products,  services  and  entertainment  that  interests  them without
          leaving the Company's framework.

The Company's  affiliate B2B program will be a sales  distribution  network that
matches  online  merchants'  products  and  services  to online  content  at the
consumer's  point-of-interest,  handling  all  aspects  of  the  network  for an
unlimited number of online merchants and content providers.  The Company intends
to  enter  into  an  agreement  with  Commission  Junction  to have  them  audit
e-commerce activity, manage all relationships and collect and pay commissions on
sales generated, all at a cost that is lower than traditional online performance
marketing or advertising programs.

Commission  Junction  provides a Web-based  application  services  solution that
tracks  e-commerce  activity in real-time  and pays online  content  providers a
single,  aggregate  check each month.  Commission  Junction pays online  content
sites  when a customer  takes a  measurable  action  (request  for  information,
subscription or purchase).  By signing on with  Commission  Junction the Company
will be working with an experienced team who will design, manage and monitor the
performance of the program.  However,  while discussions between the Company and
Commission  Junction  have  taken  place,  there is no  assurance  that a formal
agreement will be  consummated.

Marketing

The  Company's  marketing  efforts  and  activities  in its  Interactive  Online
Services  business is expected to be conducted for its multiple brands through a
common  infrastructure.  The marketing goals of the Company's Interactive Online
Services business are to attract and retain members or users, as applicable,  of
the  online  services  and  properties  and to  develop  and  differentiate  the
Company's family of brands. To support member  acquisition,  the Company intends
to market its  products  and  services  through a broad  array of  programs  and
strategies,  including broadcast  advertising  campaigns,  direct mail, magazine
inserts and  advertisements,  co-marketing,  bundling  agreements  and alternate
media.  The Company  intends to also actively market its multiple brands through
traditional campaigns (broadcast television, radio and print publications),  and
through more  innovative  means,  such as through  extensive  online and offline
cross-promotion  and  co-branding  with a wide variety of  interactive  services
partners.

The Company  intends to utilize  targeted or limited  promotions  and  marketing
programs and pricing plans designed to appeal to particular  groups of potential
users of its  interactive  online  services and to  distinguish  and develop its
different brands. The Interactive Online Services business utilizes

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<PAGE>

specialized  retention programs designed to increase member and user loyalty and
satisfaction. These retention programs include regularly scheduled online events
and  conferences;  the regular  addition of new  content,  features and software
programs;  and online promotions of upcoming online events and new features. The
Company  intends to also provide a variety of support  mechanisms such as online
support and 24-hour telephone customer support services.

As an additional  marketing tool and bonus to the Company's members, the Company
intends to give away a $1,000.00 cash prize every week.  Members collect entries
into the Company sweepstakes giveaway for practically  everything they do on the
site from searching the Web and reading the news to checking emails and tracking
stocks.  The more the member uses the Company's site, the more entries they will
collect  and  the  greater  their  chances  of  winning.  Participation  in this
sweepstakes will be free.

The Company Virtual ISP Direct Dial-Up Service

The Company's direct dial-up service will offer  subscribers  special pricing in
addition to the features listed below:

     -   Internet Connectivity
     -   Comprehensive user guide
     -   Personalized home page
     -   Over 900 dial-up access numbers nationwide
     -   E-mail accounts
     -   Help desk manned 24/7 by toll free number
     -   Personal Web space
     -   A global network comprised of more than 900 U.S local access points and
         approximately  1,500 international local access points in more than 150
         countries.
     -   High-speed dial access,  all  U.S.  modems  are  v.90, 56 kbps and ISDN
         available in 900  U.S.  cities,  ensuring reliable, fast response times
         and quick access to the Internet around the clock.
     -   Global  roaming  service is  included  enabling  you to offer  seamless
         connectivity from more than 150 countries.

     The  Company  intends  to  price  its  services  to be  competitive  in the
marketplace as follows:

     -   One time set-up fee per account                               $24.50
     -   Monthly fee per subscriber (150 hours of access)              $19.95
     -   Additional cost per hour over 150 hours                       $  .50

     Included in the Company's monthly subscription charge will be the following
features:

     -   Free browser ("OneClass/1Class")
     -   E-mail (your name@1class.com) with 5 MB of storage
                      ---------------
     -   E-mail forwarding
     -   Full internet access
     -   Personal web space with 5 MB of storage

According to Cahners,  In-Stat Group reports that the amount of revenue produced
by ISPs in the US is  expected  to grow by 37% in 2000 -- from $23.7  billion in
1999 to $32.5  billion  this  year.  The total  number of ISPs  should  likewise
increase by 36% from 5,775 in 1999 to 7,785 by the end of this year.

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<PAGE>


E-Mail Marketing

The  Company  intends  to use the  process of  "member  registration"  and "data
mining" to gather valuable user demographic  data,  enabling E-mail marketing to
be significantly more efficient than nearly any other form of marketing.

According to marketer's Email Marketing Report, released in November 2000, total
spending on e-mail marketing in 2000 will be almost $1.1 billion. This figure is
expected to rise to over $4.5 billion by 2003.  Email  marketing  includes  ads,
sponsorships,  promotions,  announcements and customer relationship  management,
and retention  initiatives  delivered via e-mail. Email advertising accounts for
roughly 46% of total spending for e-mail  marketing.  Starting from $496 million
in 2000,  e-mail  advertising  spending  is expected to reach over $2 billion in
2003.

In addition to advertising,  e-mail marketing  expenditures  include outsourcing
solution  providers,  management  software,  list hosting  software or services,
viral marketing vehicles (e.g., branded webmail),  commerce services,  tools and
technologies,  and spending related to customer relationship e-mail,  (sometimes
referred to as "retention e-mail").  eMarketer predicts the entire category will
grow from $242 million at the end of 1999 to $2.4 billion by the end of 2003.

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 September 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

                                       14

<PAGE>

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.

Management  recognizes the need for additional operating capital to continue the
Company's existing manufacturing operations, to effect potential acquisitions in
the  manufacturing  industry and to carry out the Company's  new business  plan,
which may include acquisitions in a variety of industries.  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. However, no
definitive agreement has been reached between the Company and any funding source
and  there can be no  assurance  that the  Company  will be  successful  in this
regard.  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 to generate  profits from  existing  operations  or
planned operations.

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, 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 - The  Company  did not file a report  on
                  Form 8-K during the three month  period  ended  September  30,
                  2000. However, on November 1, 2000, the Company filed a report
                  on Form 8-K advising of the closing of an asset  purchase,  as
                  well as a change in control of the  Company,  which took place
                  on or about  October 17, 2000.  The details of this report are
                  summarized and outlined in "Part I, Item 2, Plan of Operation"
                  above herein.

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<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 17, 2000

                                        By: Henry Val
                                           --------------------------
                                           Henry Val, President

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<PAGE>


                          NPS INTERNATIONAL CORPORATION

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

EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule.....................................18


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