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
March 31, 2000                                   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 May 15, 2000,  5,270,028  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 11 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 March 31, 2000

                                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 March  31,  2000 (as  restated)  and June
   30,1999 (as restated)....................................................................................2
   Consolidated Statements of Operations for the Three and Nine Months Ended
     March 31, 2000 (as restated) and 1999..................................................................3
   Consolidated Statements of Cash Flows for the Nine Months Ended
     March 31, 2000 (as restated) and 1999..................................................................4
   Notes to Consolidated Financial Statements..............................................................5-13


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS.....................................................................14-22


                           PART II - OTHER INFORMATION


SIGNATURE..................................................................................................23

<PAGE>
                   WESTBURYMETALS GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                                                                       MARCH 31,            JUNE 30,
                                                                                                         2000                1999
                                                                                          -----------------------------------------
ASSETS                                                                                           (As Restated)        (As Restated)
                                                                                                   See Note 11          See Note 11

CURRENT ASSETS:
  Cash .....................................................................................       $    728,413        $  1,242,230
  Accounts receivable, net of allowance of $23,284 and $17,000, ............................          5,878,155           2,824,949
  respectively
  Inventory (Note 3) .......................................................................          3,897,891           1,022,479
  Prepaid expenses and other current assets ................................................            415,484             161,364
                                                                                                   ------------        ------------

           Total current assets ............................................................         10,919,943           5,251,022

PROPERTY, PLANT AND EQUIPMENT - Net ........................................................          2,307,455           2,273,233

GOODWILL - Net .............................................................................          1,358,179           1,410,480

OTHER ASSETS ...............................................................................            288,510             168,452
                                                                                                   ------------        ------------

TOTAL ASSETS ...............................................................................       $ 14,874,087        $  9,103,187
                                                                                                   ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses ....................................................       $  1,900,884        $    611,574
  Due to former Reliable shareholder .......................................................               --             1,192,578
  Notes payable and current portion of long-term debt (Note 4) .............................          4,121,351           1,721,758
  Due to customers .........................................................................            946,347           1,773,663
                                                                                                   ------------        ------------

           Total current liabilities .......................................................          6,968,582           5,299,573

LONG-TERM DEBT  (Notes 4 & 5) ..............................................................          1,141,901           1,342,369

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value - authorized,  50,000,000 shares;  5,270,028 and
  3,247,312 shares issued and outstanding,
  respectively .............................................................................              5,270               3,247
  Capital in excess of par value (Notes 9 & 10) ............................................          9,772,503           3,284,329
  Accumulated other comprehensive loss .....................................................            (69,265)            (60,678)
  Accumulated deficit ......................................................................         (2,944,904)           (765,653)
                                                                                                   ------------        ------------

           Total stockholders' equity ......................................................          6,763,604           2,461,245
                                                                                                   ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................................       $ 14,874,087        $  9,103,187
                                                                                                   ============        ============


                  See notes to unaudited consolidated financial statements.


<PAGE>
                  WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------------



                                                                THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                                    MARCH 31,                          MARCH 31,
                                                        ----------------------------------------------------------------------

                                                                       2000              1999             2000              1999
                                                                       ----              ----             ----              ----
                                                                  (As Restated)                      (As Restated)
                                                                  -------------                      -------------
                                                                  See Note 11                        See Note 11
REVENUE:
  Precious metal sales .....................................     $ 24,082,168      $ 10,259,885      $ 55,160,458      $ 22,532,534
  Refining .................................................        2,890,013         1,391,987         8,286,523         3,713,695
                                                                 ------------      ------------      ------------      ------------

           Total revenue ...................................       26,972,181        11,651,872        63,446,981        26,246,229
                                                                 ------------      ------------      ------------      ------------

COST OF SALES:
  Cost of precious metal sales .............................       22,681,510         9,986,697        53,064,841        21,347,007
  Cost of refining .........................................        2,992,846           838,769         7,130,402         2,747,283
                                                                 ------------      ------------      ------------      ------------

           Total cost of sales .............................       25,674,356        10,825,466        60,195,243        24,094,290
                                                                 ------------      ------------      ------------      ------------

GROSS PROFIT ...............................................        1,297,825           826,406         3,251,738         2,151,939
                                                                 ------------      ------------      ------------      ------------

OPERATING EXPENSES:
  Selling, general and administrative expenses .............        1,296,240           662,759         3,124,112         1,843,196
  Depreciation and amortization ............................          139,847            48,612           374,135           116,261
                                                                 ------------      ------------      ------------      ------------

           Total operating expenses ........................        1,436,087           711,371         3,498,247         1,959,457
                                                                 ------------      ------------      ------------      ------------

(LOSS) INCOME FROM OPERATIONS ..............................         (138,262)          115,035          (246,509)          192,482
                                                                 ------------      ------------      ------------      ------------

OTHER EXPENSE (INCOME):
  Interest expense .........................................          338,414            54,148           753,223           124,071
  Interest income ..........................................             --                --             (21,051)             --

  Non-cash warrant charge (Note 10) ........................             --                --            1,200,570             --

  Other income .............................................          (11,746)          (11,687)             --             (71,741)
                                                                 ------------      ------------      ------------      ------------

           Total other expense .............................          326,668            42,461         1,932,742            52,330
                                                                 ------------      ------------      ------------      ------------


(LOSS) EARNINGS BEFORE PROVISION FOR INCOME TAXES                    (464,930)           72,574        (2,179,251)          140,152
PROVISION FOR INCOME TAXES .................................             --              36,062              --              44,036
                                                                 ------------      ------------      ------------      ------------

NET (LOSS) INCOME ..........................................     $   (464,930)     $     36,512      $ (2,179,251)     $     96,116
                                                                 ============      ============      ============      ============
NET (LOSS) INCOME PER SHARE:
Basic ......................................................     $      (0.09)     $       0.01      $   (0.56)        $       0.03
                                                                 ============      ============      ============      ============

Diluted ....................................................     $      (0.09)     $       0.01      $   (0.56)        $       0.03
                                                                 ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
        Basic ..............................................        5,087,306         3,197,312         3,915,205         3,197,312
                                                                 ============      ============      ============      ============
        Diluted ............................................        5,087,306         3,522,312         3,915,205         3,522,312
                                                                 ============      ============      ============      ============


 See notes to unaudited  consolidated financial statements.


<PAGE>
                  WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                                         Nine Months Ended March 31,
                                                                                                           2000                1999
                                                                                                     (As Restated)
                                                                                                      See Note 11
                                                                                            ----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income ..................................................................           $(2,179,251)           $    96,116
  Adjustments to reconcile net (loss) income to net
  cash used in operating activities:
    Depreciation and amortization ....................................................               374,135                109,670
    Bad debt expense .................................................................               348,094                   --
    Warrant charge ...................................................................             1,200,570                   --

    Changes in assets and liabilities:
       Inventory .....................................................................            (2,875,412)              (421,764)
       Accounts receivable ...........................................................            (3,401,300)            (1,499,015)
       Prepaid expenses and other current assets .....................................              (254,120)              (569,802)
       Other non-current assets ......................................................              (120,058)                 7,802
       Due to customers ..............................................................              (827,316)               922,377
       Accounts payable and accrued expenses .........................................             1,310,220                (74,020)
                                                                                                 -----------            -----------

           Net cash used in operating activities .....................................            (6,424,438)            (1,428,636)
                                                                                                 -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property, plant and equipment additions ............................................              (346,056)              (500,443)
                                                                                                 -----------            -----------

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 ......................................................             2,466,815              1,424,703
  Repayment of long-term debt ........................................................              (267,690)                (4,506)
  Repayment of subordinated debt .....................................................            (2,000,000)                  --
  Proceeds from stock warrants exercised and private placement .......................             5,250,130                   --
                                                                                                 -----------            -----------

           Net cash provided by financing activities .................................             6,256,677              1,420,197
                                                                                                 -----------            -----------

NET DECREASE IN CASH .................................................................              (513,817)              (508,882)

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

ENDING CASH BALANCE ..................................................................           $   728,413            $   368,638
                                                                                                 ===========            ===========

Supplemental cash flow information:
  Cash paid for interest .............................................................           $   652,803            $   124,071
                                                                                                 ===========            ===========

   See  notes to  unaudited consolidated financial statements.



<PAGE>
NOTE 1 - GENERAL

The accompanying  unaudited  consolidated financial statements as of and for the
three and nine  months  ended March 31,  2000 and 1999  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- and nine-month periods ended March 31, 2000
and 1999,  the  financial  position at March 31, 2000 and the cash flows for the
nine-month periods ended March 31, 2000 and 1999, 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, 1999 and 2000 as filed with the
U.S. Securities and Exchange Commission.

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

                                                            Nine Months Ended
                                                               March 31,
                                                                1999

         Total revenue                                     $ 38,246,229
                                                            ============

         Net income (loss)                                 $   379,616
                                                           ==============
         Net income (loss)
              Basic                                        $      0.12
                                                           ==============

              Diluted                                      $      0.11
                                                           ===============

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 March 31, 2000, the Company's  precious
metal  inventories  at market value totaled  $2,306,738  and other  inventory at
lower of cost or market totaled $1,591,153. The estimated aggregate market value
of precious metal inventories and other inventories at March 31, 2000, after all
processing of inventories has been completed, was $4,488,188.

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 value of
consigned  precious  metals held by the Company is not included in the Company's

<PAGE>
balance  sheets.  On March 31,  2000,  the Company held  $6,369,989  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 - REVOLVING CREDIT AGREEMENT

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.  As
of March  31,  2000 the  Company  had total  borrowings  of  $10,333,448,  which
included  $6,369,989  of consigned  precious  metals and  $3,963,459  of working
capital loans.  Interest on the  consignment of precious  metals accrues at each
metal's  Cost of Funds rate plus 2.50%.  The metals' Cost of Funds rates vary by
the four metal  categories to include  gold,  platinum,  palladium,  and silver.
Interest  on the  remaining  borrowings  accrues at the option of the Company at
LIBOR  plus  2.50%  or Prime  plus  .5%  (Prime  rate 9 % at  March  31,  2000).
Consignments  of  precious  metals  are  limited  to  the  balance  of  eligible
inventory,  with the  remaining  borrowings  limited to the  balance of eligible
accounts  receivable.  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 cash flow coverage financial covenant at
March 31, 2000 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.  WMG repaid  $500,000  of this
Note during the period ending December 31, 1999 and the remaining  $1,500,000 of
this Note during the period ending March 31, 2000. In November 1999, the Company
borrowed  an  additional  $250,000,  and  issued  the  lender  3,293  additional
warrants.  These warrants,  which were granted at an exercise price of $9.00 per
share,  vested  immediately  and expire in March 2002.  The  Company,  using the
Black-Scholes  Model,  has determined  that the fair value of the vested warrant
issuance  and  incurred an expense of $1,169 for the nine months ended March 31,
2000.
<PAGE>
NOTE 6 - NET INCOME (LOSS) PER COMMON SHARE

Basic net income  (loss)  per  common  share is  calculated  using the  weighted
average number of common shares  outstanding  during the period.  Diluted income
(loss) 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:

                                                                           Three Months Ended                 Nine Months Ended
                                                                               March 31,                         March 31,
                                                     ----------------------------------------------------------------------
                                                                        2000             1999              2000              1999
                                                                        ----             ----              ----              ----

Net (loss) income (numerator for basic and diluted
   net income (loss) per common share) ......................      $  (464,930)      $    36,512       $(2,179,251)      $    96,116

Weighted average common shares (denominator for
   basic net  income (loss) per share) ......................        5,087,306         3,197,312         3,915,205         3,197,312
Effect of dilutive securities - employee stock
options and warrants ........................................             --             325,000              --             325,000
                                                                   -----------       -----------       -----------       -----------
Weighted average common and potential common
   shares outstanding (denominator for diluted income
   (loss) per common share) .................................        5,087,306         3,522,312         3,915,205         3,522,312


Net (loss) income per common share - Basic ..................       $    (0.09)      $      0.01       $     (0.56)      $      0.03
                                                                   -----------       -----------       -----------       -----------
Net (loss) income per common share - Diluted ................       $    (0.09)      $      0.01       $     (0.56)      $      0.03
                                                                   -----------       -----------       -----------       -----------


Potential  common shares are not included for the three and  nine-month  periods
ended March 31, 2000 because they would be antidilutive.


<PAGE>
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 the
manufacturing  process by  customers of the Company.  The Metal  Processing  and
Refining segment  provides  refining  services to customers of the Company.  The
Corporate  segment combines the activity for the  non-reportable  segments.  The
following table presents  certain data by business  segment.  In the table,  the
income (loss) before  provision for income taxes is presented  with the precious
metal inventories and other inventories stated at market value:





<PAGE>
                                           Industrial
                                           Commodities     Industrial   Metal Processing
                                           Management      Products        & Refining       Corporate    Consolidated
Nine months ended March 31, 2000
  Sales to unaffiliated customers          $ 38,129,191   $ 17,031,267   $  8,286,523      $-             $ 63,446,981
  Transfers between segments                 17,765,141     -               -               (17,765,141)   -
                                           ------------   ------------   ------------      ------------   --
  Total revenues                           $ 55,894,332   $ 17,031,267   $  8,286,523      $(17,765,141)  $ 63,446,981
                                           ============   ============   =============     ============   ============
  Total assets                             $  3,991,839   $  1,278,637   $  1,142,646      $  8,460,965   $ 14,874,087
                                           ============   ============   ============      ============   ============
  Interest expenses                        $    489,043   $     93,053   $     15,493      $    155,634   $    753,223
                                           ============   ============   =============     ============   ============
  Non-cash warrant charge                  $      -         $     -        $   -           $  1,200,570   $ 1,200,570
                                          ============================================================================
  Depreciation and amortization            $      2,769   $    223,653   $    122,932      $     24,781   $    374,135
                                           ============   ============   ============      =============  ============
  Income (loss) before provision for
   income taxes                            $   (513,342)  $    608,070   $    262,322      $ (1,946,004)   (1,588,954)
                                           =============  ============   ============     =============    ===========


Nine months ended March 31, 1999
  Sales to unaffiliated customers          $ 13,792,572   $  8,739,962   $  3,713,695      $  -           $ 26,246,229
  Transfers between segments                 13,045,047    -               -                (13,045,047)     -
                                           ------------   ------------   -------------     -------------  ----
  Total revenues                           $ 26,837,619   $  8,739,962   $  3,713,695      $(13,045,047)  $ 26,246,229
                                           ============   ============   ============      =============  ============
  Total assets                             $    399,132   $  1,111,975   $  1,753,451      $  3,056,786   $  6,321,344
                                           ============   ============   ============      ============   ============
  Interest expenses                        $      2,761   $     47,780   $     61,759      $     11,771   $    124,071
                                           ============   ============   ============      ============   ============
  Depreciation and amortization            $      2,419   $     18,876   $     88,245      $      6,721   $    116,621
                                           ============   ============   ============      ===========================
  Income (loss) before provision for
   income taxes                            $    374,429   $     67,933   $   (109,422)     $   (192,788)  $    140,152
                                           ============   ============   =============     =============  ============


RECONCLIATION TO CONSOLIDATED STATEMENT OF OPERATIONS

Nine months ended March 31, 2000

Income (loss) before provision for
income taxes- market value                $  (513,342)    $  608,070     $  262,322        $ (1,946,004)   $(1,588,954)
Adjustment:  unrefined precious metals
inventory at cost - (loss) income                 -              -         (590,297)             -            (590,297)
                                           -----------    -------------  -------------     -------------      -----------
Net income (loss)                         $ (513,342)     $  608,070     $ (327,975)       $ (1,946,004)   $(2,179,251)
                                          ===========     ============   ===========       =============   =============

For the nine months ended March 31, 1999,  no adjustment to income (loss) before
provision for income taxes is shown as the accounting for unrefined  inventories
approximated the lower of cost or market.

<PAGE>
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 nine months
ended March 31, 2000:

Net loss                                                  $ (2,179,251)
Foreign currency translation adjustment                         (8,587)
                                                            ------------
Total comprehensive loss                                   $ (2,187,838)
                                                            =============

NOTE 9 - PRIVATE PLACEMENT OFFERING

During  the  fiscal   quarter   ended   December  31,   1999,   WMG  engaged  an
investment-banking firm and commenced a private placement offering. The offering
featured a minimum of 666,667  units and a maximum of 1,833,333  units with each
unit  consisting of one share of WMG common stock, at a price of $3.00 per unit,
and a warrant to purchase one-half share of WMG common stock at $4.00 per share.
The first 666,667 units were offered on a `best efforts, all or none' basis, and
the remaining 1,166,666 units on a best efforts basis. The minimum  subscription
called for a purchase of 10,000 units. The investment-banking  firm, in addition
to its commission and expenses,  received 82,071 warrants and 250,000 investment
banking  warrants to purchase one share of common stock at $4.00 per share.  Any
unexercised  warrants are callable by the Company,  when the quoted market price
for its common stock closes for 20  consecutive  business days at prices ranging
from $5.50 to $7.00 per share,  at $0.001 per warrant.  As of the quarter  ended
March 31, 2000,  WMG had sold  1,875,494  units and received  gross  proceeds of
$5,626,434.  The  investment  banking fees totaled  $488,785.  Subsequent to the
quarter  ended March 31, 2000,  the Company filed with the U.S.  Securities  and
Exchange  Commission a registration of the shares of common stock.  The expenses
associated with this registration  amounted to $181,963.  After deduction of the
investment  banking fees and registration fees, the Company received net capital
proceed  of  $4,955,686.  The total  units  sold in the  offering  of  1,875,494
exceeded the maximum units  offered of 1,833,333 by 42,161 units or 2.30%.  This
resulted  in  additional  dilution  of 0.83%  over that  which  they  would have
experienced had only the maximum units been sold.

During the quarter ended March 31, 2000,  the Company  granted the  shareholders
the right to purchase 728,653 shares of common stock redeemable upon exercise of
their  warrants.  The total warrants  granted during the nine months ended March
31, 2000  equaled  1,269,818.  These  warrants  issued in  conjunction  with the
Private  Placement were granted at an exercise price of $4.00 per share, a value
less than the  market  price of the  Company's  stock at the time.  The  Private
Placement was initiated in November 1999. From mid November 1999 until March 31,
1999, the Company's stock price ranged from $4.14 to $4.50 per share.  Using the
Black-Scholes  Model,  the  fair  value  of  the  728,653  warrants  granted  in
conjunction with the Private Placement during the fiscal quarter ended March 31,

<PAGE>
2000 was determined to be $1,237,583. This non-cash charge is represented within
Warrant paid in capital, which is included within Capital in excess of par value
on the Company's balance sheet. The aggregate fair value of the warrants for the
nine  months  ended  March 31, 2000 using the  Black-Scholes  Model,  which is a
non-cash charge, was determined to be $2,156,726.

NOTE 10 - 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
fiscal 1999 and through December 14, 1999,  197,222 of the 700,000 warrants were
exercised. As of December 14, 1999, 502,778 warrants were still unexercised.  On
December 14, 1999, the Company, in its effort to extend the maturity date of the
unexercised  warrants,  issued new warrants to the former warrant  holders.  All
terms and conditions of the new warrant agreement  remained the same,  including
the grant at an exercise price of $2.25 per share.  The maturity date of the new
warrant issuance was December 14, 2001. As a result,  the Company determined the
fair value of the warrants on the date of the new warrant  issuance and incurred
a non-cash  expense for the quarter ended  December 31, 1999.  The fair value of
the warrants as determined by the Black Scholes Model at December 14, 1999,  the
date of the grant, was $1,118,714.

During the first six months of the year ended June 30, 2000, 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 147,222 warrants were exercised based upon this inducement.
During the six months ended December 31, 1999,  the Company  recorded an expense
of $118,661,  which represented an incremental increase in the fair value of the
warrants based on the Black-Scholes Model. The inducement charge of $118,661 was
partially  a cash  expense  totaling  $36,805 and  partially a non-cash  expense
totaling $81,856.

The non-cash  expenses  related to the new warrant  issuance and the  inducement
totaled  $1,200,570  and  are  recorded  in  `other  expense'  in the  Company's
Statement of Operations. The Company's Accumulated deficit and Capital in excess
of par value increased by an equal amount.


<PAGE>
NOTE 11 - RESTATEMENT

Subsequent  to the  issuance of the  Company's  quarterly  report for the fiscal
period ended March 31, 2000,  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, in its effort to extend the maturity date of
previously  unexercised  warrants,  it had issued new  warrants on December  14,
1999,  which warrants  should have been accounted for at fair value  previously,
and such warrants had not been recorded. In addition, management determined that
an expense associated with the $0.25 per warrant inducement during the six month
period  ended  December  31, 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:

                                                                                             As Previously                     As
                                                                                               Reported                   Restated
                                                                                             -------------                --------
  As of March 31, 2000
   Inventory ...................................................................              $ 4,488,188               $ 3,897,891
   Capital in excess of par value ..............................................                8,571,933                 9,772,503
   Accumulated deficit .........................................................               (1,154,037)               (2,944,904)
   Stockholders' equity ........................................................                7,353,901                 6,763,604

For the Three Months Ended March 31, 2000
   Cost of refining ............................................................                2,402,551                 2,992,846
   Income (loss) before provision for income taxes .............................                  125,365                  (464,930)
   Net income (loss) ...........................................................                  125,365                  (464,930)
   Basic and diluted net income (loss) per share ...............................                     0.02                     (0.09)

For the Nine Months Ended March 31, 2000
  Cost of refining .............................................................                6,593,863                 7,130,402
  Total other expense ..........................................................                  732,172                 1,932,742
  Loss before provision for income taxes .......................................                 (442,142)               (2,179,251)
  Net loss .....................................................................                 (442,142)               (2,179,251)
  Basic and diluted loss per share .............................................                    (0.11)                    (0.56)

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







<PAGE>

NOTE 12 - CONTINGENCIES

The Company's  subsidiary,  Alloy,  is involved in a value-added  tax dispute in
Peru. On February 16, 2000,  the Peruvian tax  authorities,  ("SUNAT")  levied a
fine of approximately  $1.7 million against Alloy stemming from allegations that
Alloy  was  engaged  in  improperly  exporting  gold  to one  of  the  Company's
subsidiaries,  Westbury,  from late 1996 through early 1998. In addition,  SUNAT
claims Alloy is liable for approximately $1.5 million in refunds previously paid
and interest  thereon.  Alloy has engaged the services of legal counsel in Lima,
Peru,  and is vigorously  contesting  these claims and fines.  Based on evidence
presently avaialable management believes,  after consultation with counsel, that
all appropriate tax payments have been made and counsel believes that Alloy
should get a favorable ruling from the Tax Court.

NOTE 13 - SUBSEQUENT EVENTS

a.   On April 21, 2000, the Company purchased from Southwestern  Services,  Inc.
     assets consisting of machinery & equipment,  accounts receivable,  customer
     lists,  and the business name. The business and operations will be combined
     with the  Company's  RWT  subsidiary.  The Company paid  $2,651,879,  which
     included  the sum of  $1,351,879  paid  for the  accounts  receivable.  The
     Company paid the seller  $2,426,879 in cash and issued a promissory note in
     the amount of $225,000, which bears interest at an annual rate of 8% and is
     payable over eight years. The purchase price exceeded the fair value of net
     assets  acquired by $1,250,000,  which will be amortized on a straight-line
     basis over 20 years.

b.   On May 10, 2000, the Company signed an amendment to its two-year  revolving
     credit agreement with a bank, which increased the amount it may borrow from
     $12,000,000 up to $13,000,000.  All other terms and conditions remained the
     same.



<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 March 31, 2000,  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, in its effort to extend the maturity date of
previously  unexercised  warrants,  it had issued new  warrants on December  14,
1999,  which warrants  should have been accounted for at fair value  previously,
and such warrants had not been recorded. In addition, management determined that
an expense associated with the $0.25 per warrant inducement during the six month
period  ended  December  31, 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 periods ended March 31, 2000 presented  below reflect certain
restatements  to the Company's  previously  reported  results of operations  for
these periods. See Note 11 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 period.

                  Three Months Ended                 Nine Months Ended
                      March 31,                         March 31,
              ----------------------------------------------------------------------
                        2000             1999             2000              1999
                        ----             ----             ----              ----
Revenues:
--------
  Sales                89.3%             88.1%            86.9%            85.9%
  Refining             10.7%             11.9%            13.1%            14.1%
                     -------           -------          -------          -------
  Total Revenues      100.0%            100.0%           100.0%           100.0%
                     -------           -------          -------          -------
</TABLE>

The net loss for the three months  ended March 31,  2000,  December 31, 1999 and
September 30, 1999 was $464,930, $1,437,095 and $277,226,  respectively. The net
loss per diluted  share for the three months ended March 31, 2000,  December 31,
1999 and September 30, 1999 was $0.09, $0.42 and $0.09, respectively.

Three Months Ended March 31, 2000 versus Three Months Ended March 31, 1999

Revenues  were  $26,972,181  for three months  ended March 31, 2000  compared to
$11,651,872  for three  months  ended  March 31,  1999.  Of the total  increase,
$13,822,283  related  to the  industrial  products  and  industrial  commodities
management  segments,  while  $1,498,026  related  to the metal  processing  and
refining segment.  The increased sales in the industrial products and industrial
commodities  management  segments  are  directly  related  to the new  financing
arrangement with the bank and the acquisition of Reliable.

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 March 31, 2000,  the  industrial  products  segment  recorded gross
revenue of $6,505,530.  The industrial  commodities  management  segment,  which
started business in July 1998, was responsible for an additional  $17,576,638 in
gross revenues for the three months ended March 31, 2000. The revenues relate to
precious  metal  sales  to  industrial  end  users.  The  combined  sales of the
industrial  products  and  industrial   commodities   management  segments  were
$24,082,168  for the three months ended March 31, 2000  compared to  $10,259,885
for the  three  months  ended  March  31,  1999,  resulting  in an  increase  of
$13,822,283.

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 March 31, 2000 were $2,890,013 compared to $1,391,987 for the
three  months  ended March 31, 1999 for an  increase of  $1,498,026.  During the
quarter ended  December 31, 1999,  the Company became aware that a refinery used
to process the catalytic  converter  materials was returning  recovered precious
metals  in an  amount,  which  was  less  than  industry  averages.  As a result

<PAGE>
management has  negotiated  with the refinery and has agreed with the initiation
of an  additional  processing  step,  which  management  feels will increase the
Company's  recovery of  precious  metal and  correspondingly  its  revenue.  The
Company and the refinery  have reached a tentative  agreement  whereby they have
jointly  hired a  consultant  to handle  the  installation  of these  processing
changes.  Management  anticipates  that the  processing  changes  will result in
better  recoveries  from  refined  materials.  Management  expects to review the
results of previous  metals  refined and  negotiate an amicable  arrangement  to
cover any previous shortfalls from January 1, 1999 forward.  Management does not
yet have an estimate of the amount it may  recover,  if any,  nor has it reached
any agreements with respect to these potential recoveries.  As of March 31, 2000
the consultant  working on behalf of both parties has continued the installation
of the processing changes.

Cost of precious metal sales were $22,681,510 or 94.2% of sales for three months
ended March 31, 2000  compared to  $9,986,697 or 97.3% of sales for three months
ended  March  31,  1999.  This 3.1%  decrease  in cost of sales is due to higher
volume in both the industrial  commodities  management  and industrial  products
segment, which resulted in more efficient usage of production assets. The higher
volume also allowed the Company to operate at a level,  which better covered the
primarily fixed labor and facility costs.

Cost of refining  revenues were  $2,992,846 or 103.6% of refining fees for three
months ended March 31, 2000  compared to $838,769 or 60.3% of refining  fees for
three months ended March 31, 1999. The increase of 43.3% in the cost of refining
is due to an  unfavorable  inventory  adjustment  for an  assay,  which had been
disputed by the Company. An arbitrator ruled in favor of the Company's smelter.

Selling,  general and  administrative  expenses  increased by $633,481 or 95.6%,
from  $662,759 for the three months ended March 31, 1999 to  $1,296,240  for the
three months ended March 31, 2000.  This increase is the result of new employees
hired at the sales and operations' levels to facilitate the expansion of RWT and
the  catalytic  converter  processing  business,  which  is  part  of the  metal
processing  and refining  segment.  During the quarter ended March 31, 2000, the
Company  hired  a new  Chief  Financial  Officer  and  Controller  and  incurred
severance costs for certain finance and operations personnel.  Furthermore,  the
Company wrote-off a disputed accounts receivable in the amount of $348,094.

Depreciation  and  amortization  expense was $139,847 for the three months ended
March 31, 2000  compared to $48,612 for the three  months  ended March 31, 1999.
This increase of $91,235,  or 187.7%, was principally due to the depreciation on
the building, machinery and equipment, and related goodwill from the acquisition
of Reliable.


<PAGE>
Interest expense was $338,414 for the three months ended March 31, 2000 compared
to $54,148 for the three months  ended March 31, 1999.  The increase of $284,266
or 525.0% 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,  which was repaid during the fiscal quarter ending March 31,
2000.

Nine Months Ended March 31, 2000 to the Nine Months Ended March 31, 1999

Revenues were  $63,446,981  for the nine months ended March 31,2000  compared to
$26,246,229  for the nine months  ended March 31, 1999.  Of the total  increase,
$32,627,924  related  to the  industrial  products  and  industrial  commodities
management  segments,  while  $4,572,828  related  to the metal  processing  and
refining segment.  The increased sales in the industrial products and industrial
commodities  management  segments  are  directly  related  to the new  financing
arrangement with the bank and the acquisition of Reliable.

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 nine
months ended March 31, 2000,  the  industrial  products  segment  recorded gross
revenues of $17,031,267.  The industrial  commodities  management segment, which
started business in July 1998, was responsible for an additional  $38,129,191 in
gross revenues for the nine months ended March 31, 2000. The revenues  relate to
precious  metal  sales  to  industrial  end  users.  The  combined  sales of the
industrial  products  and  industrial   commodities   management  segments  were
$55,160,458 for the nine months ended March 31, 2000 compared to $22,532,534 for
the nine months ended March 31, 1999, resulting in an increase of $32,627,924.

Through the  diversification  of the refining area and the  increased  catalytic
converter  business,  net metal processing and refining segment revenues for the
nine months ended March 31, 2000 were $8,286,523  compared to $3,713,695 for the
nine months  ended March 31,  1999 for an  increase  of  $4,572,828.  During the
quarter ended  December 31, 1999,  the Company became aware that a refinery used
to process the catalytic  converter  materials was returning  recovered precious
metals  in an  amount,  which  was  less  than  industry  averages.  As a result
management has  negotiated  with the refinery and has agreed with the initiation
of an  additional  processing  step,  which  management  feels will increase the
Company's  recovery of  precious  metal and  correspondingly  its  revenue.  The
Company and the refinery  have reached a tentative  agreement  whereby they have
jointly  hired a  consultant  to handle  the  installation  of these  processing
changes.  Management  anticipates  that the  processing  changes  will result in
better  recoveries  from  refined  materials.  Management  expects to review the
results of previous  metals  refined and  negotiate an amicable  arrangement  to
cover any previous shortfalls from January 1, 1999 forward.  Management does not
yet have an estimate of the amount it may  recover,  if any,  nor has it reached
any agreements with respect to these potential recoveries.  As of March 31, 2000
the consultant  working on behalf of both parties has continued the installation
of the processing changes.

Cost of  precious  metal sales were  $53,064,841  or 96.2% of sales for the nine
months ended March 31, 2000  compared to  $21,347,007  or 94.7% of sales for the
nine months ended March 31, 1999.  This 1.5% decrease in cost of sales is due to

<PAGE>
higher  volume in both the  industrial  commodities  management  and  industrial
products segments,  which resulted in more efficient usage of production assets.
The higher  volume also allowed the Company to operate at a level,  which better
covered the primarily fixed labor and facility costs.

Cost of refining revenues were $7,130,402 or 86.0% of refining fees for the nine
months ended March 31, 2000 compared to $2,747,283 or 74.0% of refining fees for
the nine months ended March 31, 1999. This increase of 12.0% in cost of refining
is due to an  unfavorable  inventory  adjustment  for an  assay,  which had been
disputed by the Company.  The arbitrator ruled in favor of the Company's outside
processor.

Selling,  general and  administrative  expenses increased by $1,280,916 or 69.5%
from  $1,843,196  for the nine months ended March 31, 1999 to $3,124,112 for the
nine months ended March 31, 2000.  This  increase is the result of new employees
hired at the sales and operational levels to facilitate the expansion of RWT and
the  catalytic  converter  processing  business,  which  is  part  of the  metal
processing  and refining  segment.  During the quarter ended March 31, 2000, the
Company  hired  a new  Chief  Financial  Officer  and  Controller  and  incurred
severance costs for certain finance and operations personnel.  Furthermore,  the
Company wrote-off a disputed accounts receivable in the amount of $348,094.

Depreciation  and  amortization  expense was  $374,135 for the nine months ended
March 31, 2000  compared to $116,261  for the nine months  ended March 31, 1999.
This increase of $257,874 or 221.8% was principally  due to the  depreciation on
the building, machinery and equipment, and related goodwill from the acquisition
of Reliable.

Interest  expense was $753,223 for the nine months ended March 31, 2000 compared
to $124,071 for the nine months  ended March 31, 1999.  The increase of $629,152
or 507.1% was primarily due to increased  working  capital usage of the new bank
facility  along with debt  service for the  Reliable  acquisition  and  interest
charges for the subordinated debt.

The Company also incurred  non-recurring  non-cash charges of $1,200,570 related
to: (i) the  issuance  of  warrants to third  parties,  which  enabled the third
parties to buy the  Company's  common  stock at a price less the market price of
the Company's  stock and (ii) an inducement by the Company to warrant holders to
exercise their warrant rights. On December 14, 1999, new warrants were issued to
the Company's  former bridge loan holders at an exercise  price of $2.25,  which
was below the market  value of  Company's  common  stock,  and it  resulted in a
non-cash  charge of  $1,118,714.  Also,  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  inducement  charge was
partially  a cash  expense  totaling  $36,805 and  partially a non-cash  expense
totaling $81,856, which represented an incremental increase in the fair value of
the warrants based on the Black-Scholes Model.

Liquidity, Capital Resources and Other Financial Data

Cash flows from Operating activities

Net cash used in operating  activities  was $6,424,438 for the nine months ended
March 31, 2000 compared to $1,428,636  for the nine months ended March 31, 1999,

<PAGE>
an increase of $4,995,802.  Cash used in operating  activities was primarily due
to the net loss generated from operations, as well as increases in inventory and
accounts receivable and decreases in due to customers.

Cash flows from Investing activities

Net cash used in investing  activities  for the nine months ended March 31, 2000
was  $346,056.  The net  property,  plant & equipment  expenditures  of $346,056
primarily  included the acquisition of equipment for the processing of materials
from the film industry and coin blanking tools and dies.

Net cash used in investing  activities  for the nine months ended March 31, 1999
included the  acquisition of the 900 Shames Drive,  Westbury,  NY facility,  for
$510,000,  which is primarily  used for the  processing  of  catalysts  and also
serves as the Company's administrative offices.

Cash flows from Financing activities

Net cash  provided by financing  activities  for the nine months ended March 31,
2000 is primarily  due to  $5,250,130  of net capital  proceeds from the private
placement (see Note 9) and exercise of stock warrants (see below). Additionally,
proceeds from the new revolving credit agreement,  which commenced in July 1999,
and the issuance of a note for $2,000,000 in  subordinated  debt  contributed to
the cash  provided  from  financing  activities.  The increase was offset by the
repayment of the note payable to the former  Reliable  shareholder of $1,192,578
and the repayment of $2,267,690 of long-term  debt,  which  included  $2,000,000
related to the subordinated note.

During the nine months ended March 31, 2000,  the Company  issued 147,222 shares
of common stock to warrant  holders at an exercise prices of $2.25 per share and
received,  after payment of warrant inducement charges of $36,805,  net proceeds
of $294,444.


<PAGE>
Liquidity and Capital Resources

Working  capital  increased  from a  deficit  of  $48,551  at June  30,  1999 to
$3,951,361 at March 31, 2000, an increase of $3,999,912, which was primarily due
to the issuance of stock.

The  Company  had been  relying on a gold  consignment  program  and  internally
generated  funds to  finance  its  metal  purchases,  inventories  and  accounts
receivable.  Precious metals inventories are stated at current market value. The
other  inventories  are stated at lower of cost or market.  On July 13 1999, the
Company negotiated with a bank a new revolving credit agreement,  which included
a precious metal consignment facility. It now may borrow on consignment and fund
its 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 March 31,
2000 the  Company  held  $6,369,989  of  precious  metal  under the  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 price  fluctuations in
the precious metals markets would not result in an interruption of the Company's
gold,  platinum,  palladium and silver  supplies and use of the precious  metals
consignment facility.

The July 13, 1999 financing  agreement has an overall limit of $12,000,000,  and
it is available  to finance all 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
the metal Cost of Funds plus 2.5% for precious metals  transactions.  On May 10,
2000, the Company signed an amendment to its two-year revolving credit agreement
with a bank,  which  increased the amount it may borrow from  $12,000,000  up to
$13,000,000. All other terms and conditions remained the same.

During the past two years,  the  Company  has  raised  capital  from the sale of
securities  and  warrants  to fund a  portion  of its cash  flow  needs  and its
business  expansion.  The most recent  Private  Placement,  which was  completed
during the quarter  ended March 31,  2000,  provided  the Company  with net cash
capital proceeds of $4,955,686,  and it was  oversubscribed.  During April 2000,
the Company purchased Southwestern  Services,  Inc., a business complimentary to
that of it's subsidiary;  RWT, and the Company will merge the operations  during
the  quarter  ended  June  30,  2000.  This  acquisition  creates  an  excellent
opportunity to leverage the RWT business with nominal  increases in fixed costs.
Furthermore, the customer list of Southwestern Services provides Westbury, RWT's
sister company,  with many potentially new customers for its refining  services.
In addition,  the Company entered into the above referenced  financing agreement
to fund its working capital.  However, to date, the Company has incurred losses,
and  therefore  has not  generated  sufficient  cash  flow to fund  its  overall
expansion  and growth  plans.  In order to  continue  its  expansion  and growth
strategy, the Company will need to raise additional capital from either the sale
of securities or the restructure of its working capital financing  arrangements.
There can be no  assurances  that the  Company  will be  successful  in  raising
additional capital or restructuring its working capital financing agreement.  If
the  Company  is unable to raise  additional  capital or  further  leverage  its
assets, then it may have to curtail some of its expansion and growth plans.


<PAGE>
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  was 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 was
completed 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.

As of March 31, 2000, 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 solicited statements of compliance from its key customers
with  respect to their CIS, and as of this writing  customer  non-compliance  or
lack of readiness has not been apparent or in any manner affected the Company.

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 additional expenditures anticipated by the Company.

The Year 2000 issue presented potentially  far-reaching  implications;  however,
the planning along with new software and hardware  installations  resulted in no
systems problems occurring upon entering the new millennium.

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, 2000.  Based upon current data, the
adoption of this  pronouncement is not expected to have a material impact on the
Company's consolidated financial statements.
<PAGE>
Forward Looking Statements

Except for historical information contained herein, this filing contains, within
the meaning of the safe harbor provisions of the Private  Securities  Litigation
Reform Act of 1995,  forward-looking  statements  that are based on management's
beliefs and assumptions,  current expectations,  estimates and projections. Many
of the factors that will  determine the Company's  financial  results are beyond
the ability of the Company to control or predict.  These  statements are subject
to risks and uncertainties  and therefore actual results may differ  materially.
The Company  disclaims any obligation to update any  forward-looking  statements
whether as a result of new information,  future events, or otherwise.  Important
factors and risks that may affect future  results  include,  but are not limited
to,  the  impact  of  competitive  products,  changes  in law  and  regulations,
availability  of  raw  materials,  dependence  on  distributors  and  customers,
litigation,  limitations on future financing,  the effect of adverse  publicity,
uncertainties  relating  to  acquisitions,   managing  and  maintaining  growth,
customer demands,  as well as other risks and  uncertainties  that are described
from time to time in the  Company's  filings  with the SEC,  copies of which are
available upon request from the Company's investor relations department.

Through its  continued  efforts to diversify  refining  activities,  consolidate
manufacturing  activities  and broaden its  activities  in  industrial  products
management divisions,  management  anticipates continuing the positive operating
and growth trends for the next fiscal  quarter of the year ending June 30, 2000.
There can be no assurances that management will 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