U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-Q/A

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended                  Commission file
September 30, 1999                     Number 33-42408-NY

                           WESTBURY METALS GROUP, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

New York                                          11-3023099
--------                                          ----------
(State or other jurisdiction of                (IRS Employer Identification
incorporation)                                   Number)

                   750 Shames Drive, Westbury, New York 11590
                   ------------------------------------------
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (516) 997-8333
                   -------------------------------------------
              (Former name or address if changed since last report)

Indicate by check mark whether the  Registrant  (1) has filed all  documents and
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934  during the  preceding  12 months (or 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
           ---------                ------------

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes _______ No _______

APPLICABLE ONLY TO CORPORATE ISSUERS

As at November 15, 1999,  3,257,312  shares of the issuer's Common Stock,  $.001
par value,  were  outstanding.  Explanatory  note: This amendment  number one is
being filed due to the Company's post period  recognition of accounting  matters
described in Note 10 to the unaudited Consolidated  Financial Statements,  which
are reflected in the Company's restated financial statements.
<PAGE>

                           WESTBURY METALS GROUP, INC.

                                   FORM 10-Q/A

                    For the Quarter Ended September 30, 1999

                                TABLE OF CONTENTS
                         PART 1 - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
ITEM 1-FINANCIAL STATEMENTS                                                                      Page

         Consolidated  Balance Sheets as of September 30, 1999 (as restated) and
         June 30, 1999  (as restated).............................................................1
         Consolidated  Statements  of  Operations  for the  Three  Months  Ended
         September 30, 1999  (as restated) and 1998...............................................2
         Consolidated  Statements  of Cash  Flows  for the  three  months  ended
         September 30, 1999 (as restated) and 1998................................................3
         Notes to Consolidated Financial Statements..............................................4-10


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS...................................................................11-15


                                            PART II - OTHER INFORMATION


SIGNATURE.........................................................................................16

<PAGE>



                  WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
--------------------------------------------------------------------------

                                                                                 SEPTEMBER 30,            JUNE 30,
                                                                                      1999                  1999
                                                                                      ----                  ----
ASSETS                                                                            (As Restated)        (As Restated)
                                                                                  See Note 10           See Note 10

CURRENT ASSETS:
  Cash                                                                                 $   125,169           $ 1,242,230
  Accounts receivable, net of allowance of $17,000                                       3,082,028             2,824,949
  Inventory (Note 3)
                                                                                         2,377,261             1,022,479
  Prepaid expenses and other current assets
                                                                                           392,222               161,364
                                                                              --------------------- ---------------------

           Total current assets
                                                                                         5,976,680             5,251,022

PROPERTY, PLANT AND EQUIPMENT - Net                                                      2,250,817             2,273,233

GOODWILL, Net of accumulated amortization of
      $116,997 and   $80,720 respectively                                                1,393,046             1,410,480

OTHER ASSETS
                                                                                           310,015               168,452
                                                                              --------------------- ---------------------

TOTAL ASSETS                                                                          $  9,930,558       $    9,103,187

                                                                              ===================== =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                            $   1,623,952            $    611,574

  Due to former Reliable shareholder                                                       -                   1,192,578

  Current portion of long-term debt (Note 4)                                           2,020,944               1,721,758
  Due to customers                                                                       727,470               1,773,663
                                                                                     ------------              ---------


           Total current liabilities                                                     4,372,366             5,299,573

LONG-TERM DEBT  (Note 5)                                                                 3,304,939             1,342,369

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value - authorized,  50,000,000 shares;  3,257,312 and
    3,247,312 shares issued and outstanding as of
    September 30, 1999 and 1998, respectively
                                                                                             3,257                 3,247
  Capital in excess of par value                                                         3,361,150             3,284,329
  Accumulated  other comprehensive loss                                                    (68,275)              (60,678)

  Accumulated deficit                                                                   (1,042,879)             (765,653)

                                                                                 --------------------- ---------------------

           Total stockholders' equity                                                    2,253,253              2,461,245

                                                                                --------------------- ---------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 9,930,558            $9,103,187

                                                                                ===========================================
                  See notes to unaudited consolidated financial statements

<PAGE>
                  WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
------------------------------------------------------------------------
                                                                              FOR THE THREE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                                                                    (As Restated)
                                                                                    See Note 10

                                                                                     1999                   1998
                                                                              --------------------  ----------------------
REVENUE:
  Precious metal sales                                                               $ 17,495,095           $   4,906,229
  Refining                                                                              2,216,654                 420,240
                                                                               --------------------  ----------------------

           Total revenue                                                               19,711,749               5,326,469
                                                                               --------------------  ----------------------

COST OF SALES:
  Cost of precious metal sales                                                         16,785,709               4,459,215

  Cost of refining
                                                                                        1,924,919                 141,971
                                                                              --------------------  ----------------------
           Total cost of sales
                                                                                       18,710,628               4,601,186
                                                                              --------------------  ----------------------
GROSS PROFIT
                                                                                        1,001,121                 725,283
                                                                              --------------------  ----------------------

OPERATING EXPENSES:
  Selling, general and administrative expenses                                            893,693                 634,482

  Depreciation and amortization
                                                                                          113,614                  33,808
                                                                              --------------------  ----------------------

           Total operating expenses                                                     1,007,307                 668,290
                                                                              --------------------  ----------------------

(LOSS) EARNINGS FROM OPERATIONS
                                                                                         (6,186)                   56,993
                                                                              --------------------  ----------------------

OTHER EXPENSES (INCOME):
  Interest expense
                                                                                          231,364                  36,208
  Interest income
                                                                                          (1,252)                 (4,180)
  Non-cash warrant charge                                                                  40,928                    -

  Other income
                                                                                                -                 (6,193)
                                                                              --------------------  ----------------------

           Total other expenses                                                           271,040                   25,835
                                                                              --------------------  ----------------------

(LOSS) EARNINGS BEFORE PROVISION FOR INCOME TAXES
                                                                                        (277,226)                  31,158
PROVISION FOR INCOME TAXES
                                                                                                -                   6,017
                                                                              --------------------  ----------------------

NET (LOSS) INCOME                                                                   $   (277,226)             $    25,141
                                                                              ====================  ======================
NET(LOSS) INCOME  PER SHARE - Basic                                                  $     (0.09)             $      0.01
                                                                              ====================  ======================
NET(LOSS) INCOME  PER SHARE - Diluted                                                 $    (0.09)             $      0.01
                                                                              ====================  ======================
WEIGHTED AVERAGE NUMBER OF SHARES  OUTSTANDING;
            Basic                                                                       3,257,586               3,197,312
                                                                              ====================  ======================

           Diluted                                                                      3,257,586                3,522,312
                                                                              ====================  ======================
                     See notes to unaudited consolidated financial statements


<PAGE>
                  WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
-------------------------------------------------------------------------------

                                                                             FOR THE THREE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                 (as restated)
                                                                                 See Note 10

                                                                                    1999                 1998
                                                                             ------------------- ---------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                                 $ (277,226)             $25,141

  Adjustments  to  reconcile  net  (loss)  income to net cash used in  operating
  activities:
    Depreciation and amortization                                                       113,614                33,808
    Warrant charge                                                                       40,928                 -

    Changes in assets and liabilities:
       Inventory
                                                                                    (1,354,782)               529,169
       Accounts receivable
                                                                                      (257,079)             (641,223)
       Prepaid expenses and other current assets
                                                                                      (230,858)             (889,366)
       Other non-current assets
                                                                                      (141,563)                31,289
       Due to customers
                                                                                    (1,046,193)               111,239
       Accounts payable and accrued expenses
                                                                                      1,008,128               332,147
                                                                             ------------------- ---------------------

           Net cash used in operating activities
                                                                                    (2,145,031)             (467,796)

CASH FLOWS FROM INVESTING ACTIVITIES -
  Equipment additions
                                                                                       (61,208)             (239,270)
                                                                             ------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of note payable to former Reliable shareholder
                                                                                    (1,192,578)                     -
  Proceeds from issuance of subordinated debt
                                                                                      2,000,000                     -
  Net proceeds from credit line
                                                                                        307,841                     -
  Repayment of long-term debt                                                           (46,085)                    -
  Proceeds from stock warrants exercised                                                 20,000                     -
                                                                             ------------------- ---------------------

           Net cash provided by financing activities                                  1,089,178
                                                                                                                    -
                                                                             ------------------- ---------------------

NET  DECREASE IN CASH
                                                                                    (1,117,061)             (707,066)

BEGINNING CASH BALANCE
                                                                                      1,242,230               877,520
                                                                             ------------------- ---------------------

ENDING CASH BALANCE                                                                 $   125,169           $   170,454
                                                                             =================== =====================

            See notes to unaudited consolidated financial statements

</TABLE>
<PAGE>
NOTE 1- GENERAL

The accompanying  unaudited  consolidated financial statements as of and for the
three months ended  September 30, 1999 and 1998 include the accounts of Westbury
Metals Group, Inc. ("WMG") five subsidiaries,  which are Westbury Alloys,  Inc.,
Alloy Trading S.A., Reliable-West Tech, Inc., Westbury International,  Inc., and
Westbury Realty Management Corp., (collectively, the "Company"). The Company was
formed,  initially as Rosecap,  Inc., on March 31, 1998 through a reverse merger
of Westbury  Acquisition  Corp. and Westbury Alloys,  Inc. On June 18, 1998, the
Company's name was changed to Westbury Metals Group, Inc. from Rosecap, Inc.

The Company primarily operates three inter-related businesses:

Industrial Commodities Management segment is comprised of two subsidiaries:  (i)
Westbury  International,  Inc.  ("International"),  which  engages  in the  risk
management  of  precious  metals  and  foreign  currency  for the  Company.  The
Company's  policy is to hedge all financed  transactions  so no gains and losses
occur due to market  fluctuations.  International  was formed in July 1998;  and
(ii) Alloy Trading S.A.  ("Alloy"),  which is a 98% owned Peruvian subsidiary of
the Company.  Local  managers of Alloy own the  remaining  2%.  Alloy  primarily
exports  precious  metals for the  Company's  own use or sale to third  parties.
Alloy is also engaged in the  development  of precious  metal  opportunities  in
South America,  which may include gold and silver bullion  transactions with the
mining industry and other industrial users of precious metals.
Metal  Processing & Refining  segment is comprised of one  subsidiary,  Westbury
Alloys, Inc. ("Westbury").  Westbury principally reclaims gold, silver, platinum
and palladium from scrap and residues from the electronics,  jewelry, petroleum,
dental, chemical,  automotive,  mining and aerospace industries. Once reclaimed,
the  precious  metals are weighed,  sampled and assayed to determine  values and
settled with the  customer.  Westbury  either  purchases  the precious  metal or
returns the metal to the  customer.  Using the trade name "West Cats",  Westbury
purchases catalytic converters and recovers the platinum, palladium and rhodium.
Industrial  Products segment is comprised of Reliable-West  Tech, Inc.  ("RWT").
RWT manufactures and sells silver in various forms and shapes, plating salts and
tin and  tin-lead  anodes  used in  manufacturing.  RWT also will be involved in
precious metal casting grains, alloys and mill products as its business expands.

The Corporate segment includes the operations of one subsidiary, Westbury Realty
Management, Inc. ("Realty"). Realty acquired and now owns and manages properties
used by Westbury and RWT in their industrial  product sales and metal processing
and  refining  segments.  Realty  was  formed  in June  1998,  and did not  have
financial activity during that year.

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all the adjustments  necessary to present fairly the results
of operations  for each of the three month periods ended  September 30, 1999 and
1998,  the  financial  position at September 30, 1999 and the cash flows for the
three  month  periods  ended  September  30, 1999 and 1998,  respectively.  Such
adjustments  consist  of normal  recurring  items.  The  consolidated  financial
statements and notes thereto  should be read in  conjunction  with the Company's
Annual  Report on Form 10-K for the fiscal years ended June 30, 2000 and 1999 as
filed with the U.S. Securities and Exchange Commission.


<PAGE>
The interim financial  results are not necessarily  indicative of the results to
be expected for the full year.

NOTE 2 - ACQUISITION

On June 30, 1999,  West Tech, a subsidiary  of the Company,  which was formed in
March 1998, purchased assets consisting of land, building,  inventory,  customer
lists,  and  the  business  name  from  Reliable  Corporation  ("Reliable")  for
$2,350,655,   including  related   acquisition  costs  of  $58,077.   After  the
acquisition of Reliable, the operations of Reliable and West Tech merged and the
new entity was named  Reliable-West  Tech,  Inc.  ("RWT").  The  acquisition was
accounted  for as a purchase.  The  acquisition  was  financed  through  amounts
payable to the former owner of Reliable.  A cash payment of $1,192,578  was made
on July 16, 1999, with the remaining  balance  financed  through the issuance of
promissory  notes which bear  interest at an annual  interest rate of 7% and are
payable over six years. The purchase price exceeded the fair value of net assets
acquired by $1,190,000,  which is being amortized on a straight-line  basis over
20 years.

The following  unaudited pro forma consolidated  results of operations have been
prepared as if the acquisition of Reliable had occurred as of July 1, 1998:

                                                           Three Months Ended
                                                            September 30,
                                                                1998

         Total revenue                                     $   9,826,469
                                                            =============

         Net income (loss)                                 $     130,141
                                                            =============
         Net income (loss)
              Basic                                        $        0.04
                                                           =============
              Diluted                                      $        0.04
                                                           =============

The unaudited pro forma consolidated results of operations are not indicative of
the actual results that would have occurred had the acquisition been consummated
on the date indicated or of future  operations of the combined  companies  under
the ownership and management of the Company.

NOTE 3 - INVENTORY

Precious metal  inventories  are stated at market value.  Other  inventories are
stated at lower of cost or market.  As of  September  30,  1999,  the  Company's
precious  metal  inventories  at  market  value  totaled  $1,913,118  and  other
inventory at lower of cost or market totaled $464,143.  The estimated  aggregate
market value of precious metal  inventories  and other  inventories at September
30,  1999,  after  all  processing  of  inventories  has  been  completed,   was
$2,570,151.

 Consistent  with  industry  practice,  some of the  Company's  gold,  platinum,
palladium and silver  requirements are furnished by customers and suppliers on a
consignment basis.

Title to the consigned precious metals remains with the consignor. The values of
consigned  precious metals held by the Company are not included in the Company's

<PAGE>
balance sheet.  On September 30, 1999,  the Company held  $5,016,517 of precious
metals under a consignment  agreement with a bank. The Company's  precious metal
requirements  are provided from a  combination  of owned  inventories,  precious
metals  that have been  purchased  and sold for future  delivery,  and  precious
metals received from suppliers and customers on a consignment basis.

NOTE 4 - LONG TERM DEBT

In July 1999, RWT, International and Westbury (the "Co-borrowers")  entered into
a two-year  revolving  credit agreement with a bank under which it may borrow up
to  $12,000,000.   Of  this  total,  $7,000,000  has  been  designated  for  the
consignment of precious metals,  $1,000,000 for a forward contract facility, and
the  remaining  balance may be utilized to meet  working  capital  requirements.
Interest on the consignment of precious metals accrues at the Gold Cost of Funds
rate plus  2.50%  (5.85% at  September  30,  1999).  Interest  on the  remaining
borrowings  accrues  at the  option of the  Company at LIBOR plus 2.50% or Prime
plus .5% (8.75% at September  30,  1999).  Consignments  of precious  metals are
limited to the  balance of eligible  inventory,  with the  remaining  borrowings
limited  to the  balance of  eligible  accounts  receivables.  The  facility  is
collateralized  by the assets of the  Co-borrowers,  and  guaranteed by WMG. The
agreement  requires the Company to maintain  certain  financial ratios and other
financial conditions.  The Company has agreed to pay fees of .375% on the unused
amount of the facility payable  monthly.  The Company was in default of its cash
flow financial covenant at September 30, 1999 and has received a waiver from the
bank.

NOTE 5 - SUBORDINATED DEBT

In July 1999, the Co-borrowers and WMG issued a two-year  subordinated term note
(the "Note") for the receipt of $2,000,000 from a financing company. Interest on
the Note  accrues at a rate equal to prime plus 4% and is payable  monthly.  The
principal  portion of the Note becomes due July 2001.  In  conjunction  with the
issuance  of the Note,  the Company  granted  90,000  warrants  to purchase  the
Company's  common  stock  at an  exercise  price of  $9.00.  The  warrants  vest
commencing in July 2000 and expire in July 2002.
<PAGE>
NOTE 6 - NET (LOSS) INCOME PER COMMON SHARE

Basic net (loss)  income  per  common  share is  calculated  using the  weighted
average number of common shares  outstanding  during the period.  Diluted (loss)
income per share is calculated by including all dilutive potential common shares
such as stock options and warrants. A reconciliation  between the numerators and
denominators  of the basic and diluted net income  (loss) per common share is as
follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                          Three Months    Ended

                                                                                                  September 30,
                                                                                             1999              1998
                                                                                             ----              ----
Net (loss) income  (numerator for basic and
diluted net (loss) income per common
share) ................................................................                 $ (277,226)          $ 25,141
                                                                                        ----------          ----------
Weighted average common shares (denominator for basic net (loss) income
per common share)......................................................                  3,257,586           3,197,312

Effect of dilutive securities:
Employee stock options ................................................                       -                325,000
                                                                                         ----------          ----------
Weighted average common and potential common shares
outstanding (denominator
 For diluted (loss) income per common share) ..........................                  3,257,586            3,522,312
                                                                                         ----------          ----------
Net (loss) income per common share-Basic ..............................                  $    (0.09)         $     0.01
                                                                                          ----------          ----------

Net (loss)income per common share-Diluted ............................                   $    (0.09)         $     0.01
                                                                                          ----------           ----------

Potential  common shares are not included for the
quarter ended September 30, 1999 because they would be anti-dilutive.
</TABLE>

NOTE 7 - INDUSTRY SEGMENTS

The  Company  operates  in three  reportable  segments,  industrial  commodities
management, industrial products, and metal processing & refining. The Industrial
Commodities  Management  segment  consists  principally  of the sale of precious
metals to end-users.  The Industrial Products segment provides silver in various
forms and shapes,  plating  salt,  tin and  tin-lead  anodes,  which are used in
manufacturing  by  customers  of the  Company.  The Metal  Processing & Refining
segment provides refining services to customers of the Company and also recovers
precious  metals from  catalytic  converters.  The  Corporate  segment  combines
activity for non-reportable  segments. The following table presents certain data
by business segment.  In the table below, the income (loss) before provision for
income  taxes is  presented  with  the  precious  metal  inventories  and  other
inventories stated at market value:


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                           Industrial
                                           Commodities    Industrial     Metal Processing
                                           Management      Products      & Refining       Corporate      Consolidated
                                           ----------     -----------    ---------------  ---------      -------------

Three months ended September 30, 1999

  Sales to unaffiliated customers         $ 12,397,164    $ 5,097,931    $  2,216,654    $    -            $ 19,711,749
  Transfers between segments               $ 5,764,307         -                -        $  (5,764,307)           -
                                          ------------- ------------------------------------------------------------------

           Total revenues                 $18,161,471     $ 5,097,931    $  2,216,654   $ (5,764,307)     $ 19,711,749
                                          ===========     ============ = ============= =============== =  ============
            Total assets                  $2,185,689      $ 4,430,155    $  1,617,224   $   1,067,490     $  9,930,558
                                          ===========     =============   ============  =============     ============

           Interest expenses              $  72,364       $    62,155    $     15,253   $      81,593     $   231,364
                                          =========== =  =========== =   ===========        ==========     ===========

  Depreciation and amortization           $    504        $    66,381    $    38,977    $        7,752     $   113,614
                                          =   ========= =  =========== =   =========== =   =========== =   ===========
  Income (loss) before provision for
  income taxes                            $ (26,482)       $   86,935    $   115,688    $     (260,476)    $   (84,335)
                                          = =========== =  ===========      =========  =  ============ =   ============


                                           Industrial
                                           Commodities    Industrial    Metal Processing
                                           Management      Products      & Refining       Corporate      Consolidated
                                           -----------    ----------    ----------------  ---------      ------------

Three months ended September 30, 1998

  Sales to unaffiliated customers           $ 2,685,440    $ 2,220,789      $  420,240    $    -         $ 5,326,469

  Transfers between segments               $ 6,744,478           -                -       $ (6,744,478)        -
                                          -------------    -------------     -----------  -------------   -------------

           Total revenues                  $ 9,429,918      $ 2,220,789      $   420,240   $(6,744,478)   $ 5,326,469
                                          ============= =   ============ =    ===========   ===========   ===========

           Total assets                    $  201,191       $   43,229       $  781,863    $ 3,398,918    $ 4,425,201
                                          =============      ===========     ===========   ===========     ===========
           Interest expenses               $   25,616       $      -         $   10,436    $       156    $    36,208
                                          ===========       ============     ===========    ==========     ==========

  Depreciation and amortization            $      662       $   6,959        $   26,187    $      -       $   33,808
                                            ==========      ===========      ===========    =========      ==========

  Income (loss) before provision for
  income taxes                             $  170,355       $  27,564        $  (160,714)  $   (6,047)     $   31,158
                                          ============     ===========       =============   ==========   ============




</TABLE>

<PAGE>

RECONCILIATION TO CONSOLIDATED STATEMENT OF OPERATIONS:

Three months ended September 30, 1999
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

(Loss) income before provision for
income taxes - Market Value                $ (26,482)       $ 86,935   $   115,688      $(260,476)      $ (84,335)
Adjustment: Unrefined Precious Metals

Inventory at cost - (loss) income          $    -           $   -      $  (192,891)     $     -        $ (192,891)
                                           -------------    ---------  --------------   ------------   -----------
Net (loss) income                          $  (26,482)      $ 86,935   $   (77,203)     $ (260,476)    $ (277,226)
                                           =============    =========  ============    ============     ===========

For the three  months ended  September  30, 1998,  no  adjustment  to the income
(loss)  before  income  tax  provision  is  as  the   accounting  for  unrefined
inventories approximated the lower of cost or market.
</TABLE>



NOTE 8 - COMPREHENSIVE LOSS

Effective July 1, 1998, the Company adopted Statement of Financial Standards No.
130,  "Reporting  Comprehensive  Income" ("SFAS No. 130"). SFAS No. 130 requires
the  reporting  and  display of  comprehensive  loss and its  components  in the
financial statements.

SFAS No. 130 also requires the Company to classify items of other  comprehensive
income or loss by their nature in financial statements.

Changes in stockholders'  equity and comprehensive  loss during the three months
ended September 30, 1999:


Net (loss) income                                               $    (277,226)

Foreign currency translation adjustment                                (7,597)
                                                              -----------------
Total                                                           $    (284,823)
                                                                 --------------


NOTE 9 - WARRANTS

In 1997,  the Company issued  700,000  warrants in  conjunction  with a $700,000
bridge loan financing.  The warrants' expiry date was December 19, 1999.  During
the three  months ended  September  30,  1999,  the Company  offered the warrant
holders an inducement to convert warrants into common stock at an exercise price
of $2.00 per share,  which represented an inducement of $0.25 below the exercise
price,  up until the December 19, 1999 expiry date of the  warrants.  A total of
10,000  warrants were  exercised  based upon this  inducement.  During the three
months ended  September  30, 1999,  the Company  recorded an expense of $59,331,
which  represented  an  incremental  increase in the fair value of the  warrants
based on the Black-Scholes Model.



<PAGE>
NOTE 10 - RESTATEMENT

Subsequent  to the  issuance of the  Company's  quarterly  report for the fiscal
period  ended  September  30,  1999,  management  determined  that the  value of
unrefined  inventory,  which contains  precious  metals and had previously  been
recorded at market value, should have been accounted for at the lower of cost or
market. Management also determined that an expense associated with the $0.25 per
warrant inducement during the three month period ended September 30, 1999 should
be applied to all  warrants  and not just  those  that had been  exercised  as a
result of the inducement.  As a result, the accompanying  unaudited consolidated
financial  statements  have been  restated from amounts  previously  reported to
appropriately  account for the  transactions  described  above. A summary of the
significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                    As Previously                    As
                                                                       Reported                  Restated
                                                                    -------------                --------
  As of September 30, 1999
     Inventory                                                         $2,570,152              $2,377,261
     Capital in excess of par value                                     3,327,299               3,361,150
     Accumulated deficit                                                 (790,657)             (1,042,879)
     Stockholders' equity                                               2,471,624               2,253,253

  For the Three Months Ended September 30, 1999
     Cost of refining                                                   1,785,786               1,924,919
     Total other expense                                                  230,112                 271,040
     Loss before provision for income taxes                               (78,762)               (277,226)
     Net loss                                                             (78,762)               (277,226)
     Basic and diluted net loss per share                                   (0.02)                  (0.09)

  As of June 30, 1999
     Inventory                                                          1,076,237               1,022,479
     Accumulated deficit                                                 (711,895)               (765,653)
     Stockholders' equity                                               2,515,003               2,461,245
</TABLE>

<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

This Form 10-Q/A contains  forward-looking  statements.  Additional  written and
oral forward-looking  statements may be made by the Company from time to time in
the U. S. Securities and Exchange Commission ("SEC") filings and otherwise.  The
Company cautions readers that results predicted by  forward-looking  Statements,
including,  without limitation,  those relating to the Company's future business
prospects,  revenues, working capital,  liquidity,  capital needs and income are
subject to certain risks and  uncertainties  that could cause actual  results to
differ materially from those indicated in the forward-looking  statements due to
risks and factors  identified in this Form 10-Q/A and as may be identified  from
time to time in the Company's future filings with the SEC.

General

Through its subsidiaries,  the Company operates in three  inter-related areas of
the precious metals business:

Industrial   Products  --  The  Company   manufactures  and  sells   customized,
value-added  precious and base metal products  principally to the North American
metal finishing and plating industry.

Metal  Processing  & Refining -- The Company  reclaims  precious  and  specialty
metals'  materials  through  processing  and refining  services,  including  the
reclamation of platinum group metals from used automotive catalytic converters.

Industrial  Commodities Management -- The Company buys, sells and finances metal
for its own account and its  customers  and offers  hedging and risk  management
services,  including  spot fixing  market  pricing and forward  contracts to its
customers.

Subsequent  to the  issuance of the  Company's  quarterly  report for the fiscal
period  ended  September  30,  1999,  management  determined  that the  value of
unrefined  inventory,  which contains  precious  metals and had previously  been
recorded at market value, should have been accounted for at the lower of cost or
market.  Management  determined  that an expense  associated  with the $0.25 per
warrant inducement during the three month period ended September 30, 1999 should
be applied to all  warrants  and not just  those  that had been  exercised  as a
result of the inducement.

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  for the period ended  September  30, 1999  presented  below  reflect
certain  restatements to the Company's previously reported results of operations
for this period. See Note10 of the notes to the unaudited consolidated financial
statements for a summary of significant effects.


<PAGE>
Results of Operations

         The following  table sets forth,  as a percentage  of revenue,  certain
items appearing in the Company's  Consolidated  Statements of Operations for the
indicated three-month periods ended September 30.

                                           1999        1998

Revenues:
Sales                                     88.8%        92.1%
Refining                                  11.2          7.9
                                         -----         -------
Total Revenues                           100.0%       100.0%
                                         ------       ------

         The net (loss) income for the three months ended September 30, 1999 and
September  30, 1998 was  ($277,226)  and $25,141,  respectively.  The net (loss)
income per  diluted  share for the three  months  ended  September  30, 1999 and
September 30, 1998 was ($.09) and $.01 respectively.

Comparison  of Three Months Ended  September  30, 1999 versus Three Months Ended
September 30, 1998

         Revenues  were  $19,711,749  for three months ended  September 30, 1999
compared to $5,326,469  for three months ended  September 30, 1998. Of the total
increase,   $12,588,866   related  to  the  industrial  product  and  industrial
commodities  management  segments,  while $1,796,414 related to metal processing
and refining  segment.  The increases at the industrial  products and industrial
commodities  management  segments  are  directly  related  to the new  financing
arrangement with the bank and the acquisition of Reliable.

         Through  the   diversification   of  the  refining   area  and  greater
efficiencies  in the  catalyst  operations,  net metal  processing  and refining
segment  revenues  for three  months ended  September  30, 1999 were  $2,216,654
compared  to  $420,240  for the three  months  ended  September  30, 1998 for an
increase of $1,796,414.

         West Tech, a subsidiary of the Company  formed in March 1998,  acquired
substantially all of the assets of Reliable on June 30, 1999.  Reliable and West
Tech merged their  operations and the new entity was named  Reliable-West  Tech,
Inc. ("RWT"),  which comprises the industrial  products  segment.  For the three
months ended September 30, 1999, the industrial  products segment recorded gross
revenues of  $5,097,931.  The  industrial  products  management  segment,  which
started business in July 1998, was responsible for an additional  $12,397,164 in
gross  revenues  for the three  months ended  September  30, 1999.  The revenues
relate to precious  metal sales to industrial  end users.  Combined sales of the
industrial  products  and  industrial   commodities   management  segments  were
$17,495,095 for the three months ended September 30, 1999 compared to $4,906,229
for the three  months  ended  September  30,  1998,  resulting in an increase of
$12,588,866.

         Cost of  precious  metal sales were  $16,785,709  or 95.9% of sales for
three months ended  September  30, 1999 compared to $4,459,215 or 90.9% of sales
for three months ended  September  30,  1998.  This  increase of 5.0% in cost of
sales is due to the nature of precious  metals sales at the industrial  products
management segment, which are high volume and low margin transactions.
<PAGE>
         Cost of refining revenues were $1,924,919 or 86.8% of refining fees for
three months ended  September 30, 1999 compared to $141,971 or 33.8% of refining
fees for three months ended  September 30, 1998.  This increase of 53.0% in cost
of refining is primarily  due to the  increased  activity in  catalysts  and the
related labor, facility and transportation costs.

         Selling,  general and administrative  expenses increased by $259,211 or
40.9%,  from $634,482 for the three months ended  September 30, 1998 to $893,693
for the three months ended  September  30, 1999.  This increase is the result of
new  employees  hired at the  sales and  operations  levels  to  facilitate  the
expansion of RWT.

         Depreciation and amortization expense was $113,614 for the three months
ended  September  30,  1999  compared  to  $33,808  for the three  months  ended
September  30,  1998.  This  increase  of  $79,806,  or  236%,  was  due  to the
depreciation  on the acquired  building,  machinery and  equipment,  and related
goodwill from the acquisition of Reliable.

         Interest  expense was $231,364 for the three months ended September 30,
1999  compared to $36,208 for the three months  ended  September  30, 1998.  The
increase of $195,156 or 539% was primarily due to the expanded  credit  facility
with a bank along with debt  service for the Reliable  acquisition  and interest
charges for subordinated debt.

       The Company also incurred non-recurring non-cash charges of $40,928 and a
cash  expense of  $18,403  related to an  inducement  by the  Company to warrant
holders to exercise their warrant  rights.  An inducement was offered to warrant
holders  during the period July 1999 through  December  1999, and it resulted in
the exercise of 147,222 shares of common stock.  The Company  incurred a warrant
inducement charge,  which represented an incremental  increase in the fair value
of the warrants based on the  Black-Scholes  Model, of $59,331 during the period
ended September 30, 1999.

Liquidity, Capital Resources and Other Financial Data

Operating activities

         Net cash used in operating  activities was  ($2,145,031)  for the three
months ended  September  30, 1999  compared to  ($467,796)  for the three months
ended September 30, 1998, which represents an increase of $1,677,235.  There was
an increase in working  capital of  $1,652,865,  which was  primarily  due to an
increase in inventory and partially offset by a decrease in due to customers.

Investing activities

         Net cash  used in  investing  activities  for the  three  months  ended
September  30, 1999 was  ($61,208) and  primarily  included the  acquisition  of
equipment for the processing of materials from the film industry.

         Net cash used in investing  activities in three months ended  September
30,  1998  included  the  acquisition  of the 900  Shames  Drive,  Westbury,  NY
facility, for $510,000, which is primarily used for the processing of catalysts,
as well as for administrative offices.


<PAGE>
Financing activities

         Net cash  provided by financing  activities  for the three months ended
September  30, 1999 is  primarily  due to the  proceeds  received  under the new
revolving  credit  agreement,  which commenced in July 1999, as well as from the
issuance of a note for  $2,000,000  in  subordinated  debt.  This was  primarily
offset by the repayment of the note payable to the former  Reliable  shareholder
in the amount of $1,192,578.

       During the three months ended  September  30,  1999,  the Company  issued
10,000 shares of common stock to warrant  holders at an exercise  price of $2.00
per share for net proceeds of $20,000.

     The Company has been relying on a gold  consignment  program and internally
generated  funds to  finance  its  metal  purchases,  inventories  and  accounts
receivable.  Precious  metal  inventories  are  stated  at market  value.  Other
inventories  are stated at the lower of cost or market  value.  Consistent  with
other  companies  that refine and produce  precious metal  fabricated  products,
customers  and  suppliers on a  consignment  basis furnish some of the Company's
gold,  platinum,  palladium  and  silver  requirements.  Title to the  consigned
precious  metals  remains  with the  consignor.  The  value of  consigned  gold,
platinum,  palladium  and  silver  held by the  Company is not  included  in the
Company's inventory and there is no related liability recorded. At September 30,
1999 the Company held $5,016,517 of precious metal under a consignment agreement
with a bank for which the Company is charged a consignment  fee based on current
market  rates.  There can be no  assurances  that  fluctuations  in the precious
metals markets and credit would not result in an  interruption  of the Company's
gold, platinum, palladium and silver supply or the credit arrangements necessary
to allow the Company to support its accounts  receivable and continue the use of
consigned precious metals.

         On July 13, 1999 the Company entered into a financing  agreement with a
bank for a $12,000,000  credit facility used for working  capital  requirements.
The Company was charged an  origination  fee of .5% of the  available  line,  an
underutilized  loan fee of .375%,  and  interest  at the prime rate plus .5% for
cash transactions and libor plus 2.5% for precious metals transactions.

Year 2000

         Many  currently  installed  computer  systems,  software  products  and
manufactured  products  that  utilize  microprocessors  are coded to accept only
two-digit  entries in the date code  field.  These date code fields will need to
accept  four-digit  entries to distinguish  twenty-first  century dates. This is
commonly referred to as the "Year 2000 issue".  The Company is aware of the Year
2000 issue and during  fiscal 1998  commenced a program to identify,  remediate,
test and develop  contingency plans for the Year 2000 issue (the "Y2K Program").
This  program has been  substantially  completed  and will be  finalized  before
year-end.

         Under  the Y2K  Program,  the  Company  began to  assess  the Year 2000
readiness of the software and computer  information systems used in the internal
business  ("CIS")  of the  Company  ("Company  CIS");  and  the  CIS of its  key
customers.  Although  the Y2K Program is still  underway,  the Company  does not
currently  anticipate  that the cost of the Y2K Program  will be material to its
financial condition or results of operations. Satisfactorily addressing the Year
2000 issue is dependent on many factors, some of which are not completely within
the  Company's   control,   such  as  the  availability  of  certain  resources,
third-party remediation plans and other factors.
<PAGE>
         As of September 30, 1999, the results of the assessment being conducted
under the Y2K Program were as follows:

Computer  Information  Systems  (Company  CIS):  The  company has  acquired  new
software and hardware to replace all non-compliant aspects of existing CIS.

         Customers:  The Company has solicited statements of compliance from its
key customers with respect to their CIS. In the event that its key customers are
unable to certify that they will be Year 2000 compliant by the fall of 1999, the
Company will be assessing the accounts  receivable  collection  risk of such key
customers.
         Costs: The cost to replace the existing  software  programs used in the
Company CIS of approximately  $100,000 has already been expended by the Company.
There are no significant expenditures anticipated by the company to complete its
Year 2000 compliance program.

The Year 2000 issue presents far-reaching implications,  some of which cannot be
anticipated with any degree of certainty.  Based on the assessment that has been
made under the Y2K Program,  and other than as stated above,  the Company has no
other contingency plans in the event of any Year 2000 noncompliance and does not
currently  believe  that any other  contingency  plans are  necessary.  However,
management  is not able to determine  the effect of any Year 2000  noncompliance
(including  with respect to a "worst-case  scenario") on the Company,  but there
can be no guarantee that any such noncompliance would not have an adverse effect
on the Company's CIS, results of operations or financial condition.

Inflation

         The Company  does not believe that  inflation  has had, or will have in
the foreseeable future, a material impact upon the Company's operating results.

Recent Pronouncements of the Financial Accounting Standards Board

         Recent pronouncements of the Financial Accounting Standards Board which
are not  required  to be adopted at this date  include  Statement  of  Financial
Standards No.133 "Accounting for Derivative  Instruments and Hedging Activities"
("SFAS  133").  SFAS 133, as deferred by SFAS No. 137, is  effective  for fiscal
quarters of all fiscal years beginning  after June 15, 1999.  Based upon current
data,  the  adoption of this  pronouncement  is not  expected to have a material
impact on the Company's consolidated financial statements.

Forward Looking Statements

         Management  has been  concentrating  on  building  market  share at RWT
through its internal sales force.  With the  acquisition of Reliable  management
anticipates annual sales at RWT to increase 300% from the prior fiscal year.

         Due to the current constraints on working capital resulting from the $1
million in cash required for the Reliable acquisition, management has elected to
reduce  activities  at  its  Peruvian  subsidiary.   This  resulted  in  reduced
anticipated  net  profit  for  the  three  months  ended  September  30,1999  of
approximately  $100,000.  Management  expects that the  operations  in Peru will
increase revenues and profitability by the third quarter of fiscal 2000.
<PAGE>
         At  this  time  management  has  entered  into  an  agreement  with  an
investment banking  organization to raise additional equity. The success of this
activity will have a significant  impact on the ability of Westbury Metals Group
to reach its goals of greater sales volumes and increased profits.

         Through  its  continued  efforts  to  diversify  refining   activities,
consolidate  manufacturing  activities  and broaden its activities in industrial
products  management  divisions,  management  anticipates higher profits for the
fiscal  year ended  June 30,  2000,  although  there can be no  assurances  that
management will continue to be successful in its efforts.

<PAGE>
                                    SIGNATURE


         In accordance with the requirements of the exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                            WESTBURY METALS GROUP, INC.


                                            By: /s/ Mark R. Buckley
                                                _____________________________
                                                     Mark R. Buckley
                                                     Chief Financial Officer



Date:   March 27, 2001