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

                                   FORM 10-QSB

                QUARTERLY REPORT ISSUED UNDER 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.


<PAGE>
                           WESTBURY METALS GROUP, INC.
<TABLE>
<CAPTION>
<S>                                     <C>
                                   FORM 10-QSB

                      For the Quarter Ended March 31, 2000

                                TABLE OF CONTENTS





                         PART 1 - FINANCIAL INFORMATION


ITEM 1-FINANCIAL STATEMENTS                                                                               Page

   Consolidated Balance Sheets as of March 31, 2000 and June 30,1999........................................2
   Consolidated Statements of Operations for the Three and Nine Months Ended
     March 31, 2000 and 1999................................................................................3
   Consolidated Statements of Cash Flows for the Nine Months Ended
     March 31, 2000 and 1999................................................................................4
   Notes to Consolidated Financial Statements...............................................................5-8


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS.......................................................................9-16


                           PART II - OTHER INFORMATION


SIGNATURES.................................................................................................17

<PAGE>





                                     WESTBURYMETALS GROUP, INC. AND SUBSIDIARIES
                                             CONSOLIDATED BALANCE SHEETS


                                                                                   MARCH 31,            JUNE 30,
                                                                                      2000                1999
                                                                              -----------------------------------------
ASSETS                                                                            (UNAUDITED)

CURRENT ASSETS:
  Cash                                                                            $      728,413       $    1,242,230
  Accounts receivable, net of allowance of $23,284 and $17,000,
   respectively                                                                        5,878,155            2,824,949
  Inventory (Note 3)                                                                   4,488,188            1,076,237
  Prepaid expenses and other current assets                                              415,484              161,364
                                                                                  --------------       --------------

           Total current assets                                                       11,510,240            5,304,780
                                                                                  --------------       --------------

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                                                                      $   15,464,384       $    9,156,945
                                                                                  ==============       ==============

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                                                       8,571,933            3,284,329
  Accumulated comprehensive loss                                                         (69,265)             (60,678)
  Accumulated deficit                                                                 (1,154,037)            (711,895)
                                                                                  --------------       --------------

           Total stockholders' equity                                                  7,353,901            2,515,003
                                                                                  --------------       --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $   15,464,384       $    9,156,945
                                                                                  ==============       ==============


  See    notes    to    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
                                                              ----              ----             ----              ----
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                                             2,402,551           838,769        6,593,863         2,747,283
                                                          --------------    --------------   --------------    --------------

           Total cost of sales                                25,084,061        10,825,466       59,658,704        24,094,290
                                                          --------------    --------------   --------------    --------------

GROSS PROFIT                                                   1,888,120           826,406        3,788,277         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
                                                          --------------    --------------   --------------    --------------

INCOME FROM OPERATIONS                                           452,033           115,035          290,030           192,482
                                                          --------------    --------------   --------------    --------------

OTHER EXPENSE (INCOME):
  Interest expense                                               338,414            54,148          753,223           124,071
  Interest income                                              -                                    (21,051)        -
  Other income                                                   (11,746)          (11,687)       -                   (71,741)
                                                          --------------    --------------   --------------    --------------

           Total other expense                                   326,668            42,461          732,172            52,330
                                                          --------------    --------------   --------------    --------------

EARNINGS (LOSS) BEFORE PROVISION FOR INCOME TAXES               125,365             75,574         (442,142)          140,152
PROVISION FOR INCOME TAXES                                     -                    36,062        -                    44,036
                                                          --------------    --------------   --------------    --------------

NET INCOME (LOSS)                                         $      125,365    $       36,512   $     (442,142)   $       96,116
                                                          ==============    ==============   ==============    ==============
NET INCOME (LOSS) PER SHARE:
Basic                                                     $         0.02   $         0.01    $       (0.11)    $         0.03
Diluted                                                   $         0.02   $         0.01    $       (0.11)    $         0.03
                                                          ==============   ==============    ==============    ==============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
        Basic                                                  5,087,306         3,197,312        3,915,205         3,197,312
                                                          ==============    ==============   ==============    ==============
        Diluted                                                5,537,271         3,522,312        3,915,205         3,522,312
                                                          ==============    ==============   ==============    ==============


           See  notes  to   consolidated   financial statements.


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



                                                                               FOR THE NINE MONTHS ENDED MARCH 31,
                                                                                    2000                1999
                                                                             ----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                            $      (442,142)   $        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                                                                   348,135                -
    Warrant conversion inducement charge                                                 2,500                -
    Changes in assets and liabilities:
       Inventory                                                                    (3,411,951)          (421,764)
       Accounts receivable                                                          (3,401,300)        (1,499,015)
       Prepaid expenses and other current assets                                      (254,120)          (569,802)
       Other non-current assets                                                       (119,968)             7,802
       Due to customers                                                               (827,316)           922,377
       Accounts payable and accrued expenses                                         1,289,309            (74,020)
                                                                               ---------------    ---------------

           Net cash used in operating activities                                    (6,442,759)        (1,428,636)
                                                                               ---------------    ---------------

  Property, plant and equipment additions                                             (299,823)          (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                                                      2,410,796          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                       5,278,237          -
                                                                               ---------------    -------

           Net cash provided by financing activities                                 6,228,765          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    consolidated    financial statements.


<PAGE>

NOTE 1 - GENERAL

The accompanying consolidated financial statements as of and for the nine months
ended March 31,  2000 and 1999  include the  accounts of Westbury  Alloys,  Inc.
("Westbury"),  Alloy Trading S.A.  ("Alloy"),  Reliable-West Tech, Inc. ("RWT"),
Westbury International, Inc. ("International"), Westbury Realty Management Corp.
("Realty"),   and  Westbury  Metals  Group,  Inc.  ("WMG")  (collectively,   the
"Company").

In the opinion of management,  the accompanying  unaudited 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 period 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 year ended June 30,  1999 as filed with the  Securities
and Exchange Commission.

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

NOTE 2 - ACQUISITION

Effective  June 30,  1999,  the Company  purchased  assets  consisting  of land,
building,  inventory,  customer  lists,  and the  business  name  from  Reliable
Corporation for $2,350,655,  including related acquisition costs of $58,077. The
acquisition  was  accounted  for as a purchase.  Accordingly,  the assets of the
acquired business are included in the consolidated  balance sheet as of June 30,
1999. 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.

NOTE 3 - INVENTORIES

Inventories  are  stated at  current  market  value.  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
balance sheet. 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 Alloys (the "Co-borrowers")  entered into a
two-year  revolving credit agreement with a bank under which it may borrow up to

<PAGE>
$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).  Borrowings  for  the
consignment of precious metals is limited to the balance of eligible  inventory,
with the  remaining  borrowings  limited  to the  balance of  eligible  accounts
receivable.  The  facility  is secured 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 certain financial covenants 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 Company,  using the
Black-Scholes  Model,  has  determined  that the value of the warrants  were not
significant at the issuance  date.  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.

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 per common share is as follows:

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


Net income (loss) (numerator for basic and diluted
   net income (loss) per common share)                  $    125,365      $     36,512     $   (442,142)    $     96,116

Weighted average common shares (denominator for
basic net income (loss) per common share)                   5,087,306        3,197,312         3,915,205      3,197,312
Effect of dilutive securities - employee stock
   and warrants                                              449,965           325,000      -                    325,000
                                                         ------------      ------------     ------------     ------------
Weighted average common and potential common
   shares outstanding (denominator for diluted income
   (loss) per common share)                                5,537,271         3,522,312        3,915,205        3,522,312

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


<PAGE>
NOTE 7 - INDUSTRY SEGMENTS

The  Company  operates  in three  reportable  segments,  industrial  commodities
management,  manufacturing,  and refining. The Industrial Commodities Management
segment  consists  principally of the sale of precious metals to end-users.  The
Manufacturing segment provides silver in various forms and shapes (plating salt,
tin and  tin-lead  anodes),  which  are  used in the  manufacturing  process  by
customer of the Company.  The Refining  segment  provides  refining  services to
customers of the Company.  The Corporate  segment  combines the activity for the
non-reportable segments.

                                           Industrial
                                           Commodities
                                           Management   Manufacturing     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   $  1,732,943   $  8,460,965     $ 15,464,384
                                           ============   ============   ============   ============     ============
  Interest expenses                        $    489,043   $     93,053   $     15,493   $    155,634     $    753,223
                                           ============   ============   =============  ============     ============
  Depreciation and amortization            $      2,769   $    223,653   $    122,932   $     24,781     $    374,135
                                           ============   ============   ============   =============    ============
  (Loss) income before income tax
    Benefit provision                      $   (513,342)  $    608,070   $    208,564   $   (745,434)    $   (442,142)
                                           =============  ============   ============   ============     =============

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 income tax
    Benefit provision                      $    374,429   $     67,933   $   (109,422)  $   (192,788)    $    140,152
                                           ============   ============   =============  =============    ============

NOTE 8 - COMPREHENSIVE LOSS

Effective June 30, 1999, 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                                                  $   (442,142)
                           Foreign currency translation adjustment                         (8,586)
                                                                                     ------------
                           Total comprehensive loss                                  $   (450,728)
                                                                                     ============


<PAGE>
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 redeemable 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 warrants to purchase common
stock equal to 5% of the aggregate  units sold,  callable at prices ranging from
$5.50 to $7.00 per  share,  and up to 250,000  investment  banking  warrants  to
purchase one share of common stock at $4.00 per share.  As of the quarter  ended
March 31, 2000,  WMG had sold  1,875,494  units and received net proceeds  after
deduction  of the  investment-banking  fees  of  $5,137,699.  Subsequent  to the
quarter  ending  March 31,  2000,  the  Company  filed with the  Securities  and
Exchange  Commission a registration of the shares of common stock.  The expenses
associated  with this  registration  amounted  to  $181,963,  which the  Company
deducted  from its  `Capital in excess of par value'  during the  quarter  ended
March 31, 2000.  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.

NOTE 10 - SUBSEQUENT EVENTS

a.   On April 21, 2000, the Company purchased from Southwestern  Services,  Inc.
     assets consisting of machinery & equipment, accounts receivable, inventory,
     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.  In
     addition,  the  Company  paid the  seller  $1,075,000  in cash and issued a
     promissory  note in the  amount of  $225,000.  The  promissory  note  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-QSB contains  forward-looking  statements.  Additional  written and
oral forward-looking  statements may be made by the Company from time to time in
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-QSB and as may be identified  from
time to time in the Company's future filings with the SEC.

General

The Company has  positioned  itself through its  subsidiaries  to engage in four
significant areas of the precious metals business.

o        Westbury International, Inc.

     Commodity and risk management services, including metals leasing, financing
     arrangements,  cash and forward  purchases  and sales for  internal  metals
     management  requirements.  This newly formed entity is responsible  for the
     ongoing management and operations of the Peruvian subsidiary,  which is 98%
     owned by the Company.

     It is expected that long-term contracts for metals will be entered into for
     both the  procurement  and sales of precious  metals on both a domestic and
     international basis.

o        Reliable-West Tech, Inc. ("RWT")

     Manufacture  and  sale of  precious  and  base  metal  products  for use by
     industry.

o        Westbury Alloys, Inc.

     Refining services to accumulators and manufacturers of precious metals.

o        West-Cat (trade name)

     Catalyst  procurement  and  collection  for the purpose of  processing  and
     recovery of platinum group metals. Revenues from this activity are combined
     with refining revenues.


<PAGE>
Results of Operations

The  following  table sets forth,  as a  percentage  of revenue,  certain  items
appearing in the Company's 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%
                                                          -------           -------          -------          -------

The net income  (loss) for the three months  ended March 31, 2000,  December 31,
1999  and   September  30,  1999  was  $125,365,   ($488,745)   and   ($78,762),
respectively. The net income (loss) per diluted share for the three months ended
March 31, 2000,  December 31, 1999 and September 30, 1999 was $0.02,  ($.14) and
($.02), 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 product sales and industrial  commodities
management  divisions,  while  $1,498,026  related to  refining  and  processing
activities. The increases in industrial product sales and industrial commodities
management are directly related to the new financing  arrangement with the bank,
the acquisition of Reliable Corporation,  and the expansion of the operations of
the refining division.

RWT commenced operations on April 1, 1998 and acquired  substantially all of the
assets of Reliable  Corporation  on June 30,  1999.  For the three  months ended
March 31, 2000,  this  subsidiary  recorded  gross  revenue of  $6,505,530.  The
industrial commodities management division, 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  product  and  precious  metal  sales 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 refining 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 the 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

<PAGE>
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.

The  percentage  of total  revenues  for the three  months  ended March 31, 2000
compared to the three  months  ended  March 31,  1999 by revenue  source were as
follows:  product and precious  metal sales were 89.3% and 88.1%,  respectively,
and refining revenues were 10.7% and 11.9%, respectively.

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 division and Reliable West
Tech  subsidiary,  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  $2,402,551 or 83.1% 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 22.8% in the cost of refining
is primarily 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 $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.  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 Corporation.

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 Corporation  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 product sales and industrial  commodities
management  divisions,  while $4,572,828  related to our refining and processing
activities.  The increases at our  industrial  product sales and our  industrial
commodities  management  divisions  are  directly  related to the new  financing
arrangement  with the bank,  the  acquisition of Reliable  Corporation,  and the
expanded operations of the refining division.


<PAGE>
RWT commenced operations on April 1, 1998 and acquired  substantially all of the
assets of Reliable Corporation on June 30, 1999. For the nine months ended March
31,  2000,  these  subsidiary  recorded  gross  revenues  of  $17,031,267.   The
industrial commodities management division, 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. Combined product and precious metal sales 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 $32,627,925.

Through the  diversification  of the refining area and the  increased  catalytic
converter  business,  net refining  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 the  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.

The  percentage  of total  revenues  for the nine  months  ended  March 31, 2000
compared  to the nine  months  ended  March 31,  1999 by revenue  source were as
follows:  product and precious  metal sales were 86.9% and 85.9%,  respectively,
and refining revenues were 13.1% and 14.1%, respectively.

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
higher  volume  in both  the  industrial  commodities  management  division  and
Reliable  West  Tech  subsidiary,  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 $6,593,863 or 79.6% 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 5.6% in cost of refining
is  primarily  due to an  unfavorable  inventory  adjustment  for an  assay on a
refining lot, 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.  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 Corporation.

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  Corporation  acquisition  and
interest charges for the subordinated debt.
<PAGE>

Liquidity, Capital Resources and Other Financial Data

Cash flows from Operating activities

Net cash used in operating  activities  was $6,442,759 for the nine months ended
March 31, 2000 compared to $1,428,636  for the nine months ended March 31, 1999,
an increase of $5,014,123.  Cash used in operating  activities was primarily due
to the net loss generated from operations, as well as increases in inventory and
accounts  receivable,  decreases  in due to customers  and the  repayment of the
Reliable shareholder note.

Cash flows from Investing activities

Net cash used in investing  activities  for the nine months ended March 31, 2000
was  $299,823.  The net  property,  plant & equipment  expenditures  of $299,823
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  $5,278,237  of net capital  proceeds from the private
placement and exercise of stock  warrants.  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  exercise  prices of $2.00 and $2.25 per
share for net proceeds of $327,501.


<PAGE>
Liquidity and Capital Resources

Working  capital  increased  from $5,207 at June 30, 1999 to $4,541,658 at March
31, 2000, an increase of $4,536,451,  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. Inventories are stated at current market value. 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 WMG with net capital proceeds
of $5,137,699,  and it was  oversubscribed.  During April, the Company purchased
Southwestern  Services,   Inc.,  a  business  complimentary  to  that  of  WMG's
subsidiary,  RWT, and it 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  Alloy,  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.

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.
<PAGE>
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.

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  Securities  and Exchange
Commission,  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.

</TABLE>

<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:
                                            Mark R. Buckley
                                            Chief Financial Officer



Date:   May 15, 2000