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
September 30, 1999                                       Number 33-42408-NY

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

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

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

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

         Indicate  by check  mark  whether  the  Registrant  (1) has  filed  all
documents  and  reports  required  to be  filed  by  Section  13 or 15(d) of the
Securities  Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the  Registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

Yes             X          No

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As at November 15, 1999,  3,257,312  shares of the issuer's Common Stock,  $.001
par value, were outstanding.

<PAGE>

                           WESTBURY METALS GROUP, INC.

                                   FORM 10-QSB

                    For the Quarter Ended September 30, 1999

                                TABLE OF CONTENTS





                         PART 1 - FINANCIAL INFORMATION


ITEM 1-FINANCIAL STATEMENTS                                              Page

         Consolidated   Balance  Sheets  as  of
           September  30,  1999  and  June 30,1999.........................1
         Consolidated  Statements of Operations for
           the  three  months ended September 30, 1999 and 1998............2
         Consolidated Statements of Cash Flows for the three
           months ended September 30, 1999 and 1998........................3
         Notes to Consolidated Financial Statements.......................4-7


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS............................................8-12





                           PART II - OTHER INFORMATION


SIGNATURES..................................................................13


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

                                    WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS

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

                                                                                 SEPTEMBER 30,           JUNE 30,
                                                                                      1999                 1999
ASSETS                                                                             (UNAUDITED)

CURRENT ASSETS:
  Cash                                                                                 $   125,169         $ 1,242,230
  Accounts receivable, net of allowance of $17,000                                       3,082,028           2,824,949
  Inventory (Note 3)                                                                     2,570,152           1,076,237
  Prepaid expenses and other current assets                                                392,222             161,364
                                                                              --------------------- -------------------
           Total current assets                                                          6,169,571           5,304,780
                                                                              --------------------- -------------------

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

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

OTHER ASSETS                                                                               310,015             168,452
                                                                              --------------------- -------------------
TOTAL ASSETS                                                                          $ 10,123,449         $ 9,156,945
                                                                              ===================== ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                               $  1,598,472          $  611,574
  Due to former Reliable shareholder                                                          -              1,192,578

  Current portion of long-term debt (Note 4)                                             2,020,944           1,721,758
  Due to customers                                                                         727,470           1,773,663
                                                                              --------------------- -------------------
           Total current liabilities                                                     4,346,886           5,299,573
                                                                              --------------------- -------------------
LONG-TERM DEBT  (Note 5)                                                                 3,304,939           1,342,369

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value - authorized,  50,000,000 shares;  3,257,312 and
    3,247,312 shares issued and outstanding as of
    September 30, 1999 and 1998, respectively
                                                                                             3,257               3,247
  Capital in excess of par value                                                         3,327,299           3,284,329
  Accumulated  comprehensive loss
                                                                                          (68,275)            (60,678)
  Accumulated deficit                                                                    (790,657)           (711,895)
                                                                              --------------------- -------------------
           Total stockholders' equity                                                    2,471,624           2,515,003
                                                                              --------------------- -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $ 10,123,449         $ 9,156,945
                                                                              =========================================
                 See notes to consolidated financial statements


<PAGE>
                                      WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS

--------------------------------------------------------------------------------------------------------------------------
                                                                                        FOR THE THREE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                               (UNAUDITED)

                                                                                     1999                   1998
                                                                              --------------------  ----------------------
REVENUE:
  Precious metal sales                                                               $ 17,495,095           $   4,906,229
  Refining                                                                              2,216,654                 420,240
                                                                              --------------------  ----------------------
           Total revenue                                                               19,711,749               5,326,469
                                                                              --------------------  ----------------------

COST OF SALES:
  Cost of precious metal sales                                                         16,785,709               4,459,215
  Cost of refining                                                                      1,785,786                 141,971
                                                                              --------------------  ----------------------
           Total cost of sales                                                         18,571,495               4,601,186
                                                                              --------------------  ----------------------
GROSS PROFIT                                                                            1,140,254                 725,283
                                                                              --------------------  ----------------------

OPERATING EXPENSES:
  Selling, general and administrative expenses
                                                                                          875,290                 634,482
  Depreciation and amortization                                                           113,614                  33,808
                                                                              --------------------  ----------------------
           Total operating expenses
                                                                                          988,904                 668,290
                                                                              --------------------  ----------------------
EARNINGS FROM OPERATIONS
                                                                                          151,350                  56,993
                                                                              --------------------  ----------------------

OTHER EXPENSES (INCOME):
  Interest expense
                                                                                          231,364                  36,208
  Interest income
                                                                                          (1,252)                 (4,180)
  Other income
                                                                                                -                 (6,193)
                                                                              --------------------  ----------------------
           Total other expenses
                                                                                          230,112                  25,835
                                                                              --------------------  ----------------------
(LOSS) EARNINGS BEFORE PROVISION FOR INCOME TAXES
                                                                                         (78,762)                  31,158
PROVISION FOR INCOME TAXES
                                                                                               -                   6,017
                                                                             --------------------  ----------------------
NET (LOSS) INCOME                                                                    $   (78,762)             $    25,141
                                                                              ====================  ======================
NET(LOSS) INCOME  PER SHARE - Basic                                                   $    (0.02)             $      0.01
                                                                              ====================  ======================
NET(LOSS) INCOME  PER SHARE - Diluted                                                 $    (0.02)             $      0.01
                                                                              ====================  ======================
WEIGHTED AVERAGE NUMBER OF SHARES  OUTSTANDING;
            Basic                                                                       3,257,586               3,197,312
                                                                              ====================  ======================
           Diluted                                                                      3,257,586               3,522,312

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


                                                  See notes to consolidated financial statements

<PAGE>
                              WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                    FOR THE THREE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                          (UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                                   ($78,762)               $25,141
  Adjustments to reconcile net (loss) income to net
  cash used in operating activities:
    Depreciation and amortization
                                                                                        113,614                33,808
    Warrant conversion inducement charge                                                                     -
                                                                                          2,500
    Changes in assets and liabilities:
       Inventory
                                                                                    (1,493,915)               529,169
       Accounts receivable
                                                                                      (257,079)             (641,223)
       Prepaid expenses and other current assets
                                                                                      (230,858)             (889,366)
       Other noncurrent assets
                                                                                      (122,438)                31,289
       Due to customers
                                                                                    (1,046,193)               111,239
    Accounts payable and accrued expenses
                                                                                        986,898               332,147
                                                                             ------------------- ---------------------

           Net cash used in operating activities
                                                                                    (2,126,233)             (467,796)

CASH FLOWS FROM INVESTING ACTIVITIES -
  Equipment additions
                                                                                       (67,486)             (239,270)
                                                                             ------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of note payable to former Reliable shareholder
                                                                                    (1,192,578)                     -
  Proceeds from issuance of subordinated debt
                                                                                      2,000,000                     -
  Net proceeds from credit line
                                                                                        295,321                     -
  Repayment of long-term
debt                                                                                   (46,085)                     -
  Proceeds from stock warrants exercised
                                                                                         20,000                     -
                                                                             ------------------- ---------------------

           Net cash provided by financing activities
                                                                                      1,076,658                     -
                                                                             ------------------- ---------------------

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

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

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

                                       See notes to consolidated financial statements


<PAGE>

NOTE 1- GENERAL

The  accompanying  consolidated  financial  statements  as of and for the  three
months ended September 30,1999 and 1998 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 month  periods  ended  September  30, 1999 and
1998,  the  financial  position at September 30, 1999 and the cash flows for the
three  month  periods  ended  September  30, 1999 and 1998,  respectively.  Such
adjustments  consist  of normal  recurring  items.  The  consolidated  financial
statements and notes thereto  should be read in  conjunction  with the Company's
Annual  Report on Form 10-K for the fiscal  year  ending  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 September 30, 1999,  the Company held  $5,016,517 of precious
metals under a consignment  agreement with a bank. The Company's  precious metal
requirements  are provided from a  combination  of owned  inventories,  precious
metals  which have been  purchased  and sold for future  delivery,  and precious
metals received from suppliers and customers on a consignment basis.
<PAGE>
NOTE 4 - LONG TERM DEBT

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
$12,000,000.  Of this total,  $7,000,000 has been designated for the consignment
of  precious  metals,  $1,000,000  for a  forward  contract  facility,  and  the
remaining balance may be utilized to meet working capital requirements. Interest
on the  consignment  of precious  metals  accrues at the Gold Cost of Funds rate
plus 2.50% (5.85% at September 30, 1999).  Interest on the remaining  borrowings
accrues  at the  option of the  Company  at LIBOR  plus  2.50% or Prime plus .5%
(8.75% at September 30, 1999). 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 receivables. 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
September 30, 1999 and has received a waiver from the bank.

NOTE 5 - SUBORDINATED DEBT

In July 1999, the Co-borrowers and WMG issued a two year  subordinated term note
(the "Note") for the receipt of $2,000,000 from a financing company. Interest on
the Note  accrues at a rate equal to prime plus 4% and is payable  monthly.  The
principal  portion of the Note becomes due July 2001.  In  conjunction  with the
issuance  of the Note,  the Company  granted  90,000  warrants  to purchase  the
Company's common stock at an exercise price of $9.00.

NOTE 6 - NET (LOSS) INCOME PER COMMON SHARE

Basic net (loss)  income  per  common  share is  calculated  using the  weighted
average number of common shares  outstanding  during the period.  Diluted (loss)
income per share is calculated by including all dilutive potential common Shares
such as stock options and warrants. A reconciliation  between the numerators and
denominators of the basic and diluted net income per common share is as follows:
                                                                                           Three Months Ended
                                                                                              September 30,
                                                                                                  1999              1998
                                                                                                  ----              ----
Net (loss) income  (numerator for basic and
diluted net (loss) income per common share)                                                $   (78,762)           $ 25,141
                                                                                              ---------           ------
Weighted average common shares
   (denominator for basic net (loss) income
    per common share)                                                                        3,257,586           3,197,312

Effect of dilutive securities:
Employee stock options                                                                           -                 325,000
                                                                                             ---------           ---------

Weighted average common and potential common shares
outstanding (denominator
 For diluted (loss) income per common share)                                                  3,257,586         3,522,312
                                                                                             -----------       ----------
Net (loss) income per common share-Basic                                                      $   (0.02)      $      0.01
                                                                                             -------------    ------------

Net (loss)income  per common share-Diluted                                                    $   (0.02)      $       0.01
                                                                                             --------------    -------------
Potential common shares are not included for the quarter ended
September 30, 1999 because they would be anti-dilutive.

<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  manufacturing  to consumers of the
Company.  The Refining  segment provides  refining  services to customers of the
Company. The Corporate segment combines activity for non-reportable segments.

                                           Industrial
                                           Commodities
                                           Management   Manufacturing     Refining        Corporate      Consolidated

Three months ended September 30, 1999

  Sales to unaffiliated customers         12,397,164   $ 5,097,931    $  2,216,654      $              $ 19,711,749

  Transfers between segments            $  5,764,307          -              -          $ (5,764,307)       -

           Total revenues               $ 18,161,471    $ 5,097,931    $  2,216,654     $ (5,764,307)   $ 19,711,749


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

  Depreciation and amortization         $     504       $    66,381    $     38,977     $      7,752    $    113,614

  (Loss) Income before income tax
    Benefit provision                   $  (26,482)     $    86,935    $     61,930     $   (201,145)    $   (78,762)

                                           Industrial
                                           Commodities
                                           Management   Manufacturing     Refining        Corporate      Consolidated

Three months ended September 30, 1998

  Sales to unaffiliated customers           $ 2,685,440    $ 2,220,789      $  420,240    $               $ 5,326,469
                                                                                              -
  Transfers between segments                $ 6,744,478           -                -      $ (6,744,478)           -

           Total revenues                   $ 9,429,918    $ 2,220,789     $   420,240     $ 6,744,478      $ 5,326,409

           Interest expenses                $    25,616    $      -        $    10,436     $       156      $    36,208


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


  Income (Loss) before income tax
    Benefit provision                        $  170,355     $   27,564     $   (160,714)    $   (6,047)      $   31,148



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.
<PAGE>

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

                                                              1999
                                                            --------

Net (loss) income                                        $  (78,762)
Foreign currency translation adjustment                      (7,597)
                                                         --------------
Total                                                    $ ( 86,359)
                                                         ---------------

</TABLE>

<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 percent 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.

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
three month periods ended September 30.

                          1999        1998
                         ------     -------
Revenues:
Sales                    88.8%        92.1%
Refining                 11.2          7.9
                        -----        -------
Total Revenues          100.0%       100.0%
                        ------       ------

The net  (loss)  income  for the  three  months  ended  September  30,  1999 and
September  30, 1998 was  ($78,762)  and  $25,141,  respectively.  The net (loss)
income per  diluted  share for the three  months  ended  September  30, 1999 and
September 30, 1998 was ($.02) and $.01 respectively.
<PAGE>
Comparison  of Three Months Ended  September  30, 1999 versus Three Months Ended
September 30, 1998

         Revenues  were  $19,711,749  for three months ended  September 30, 1999
compared to $5,326,469  for three months ended  September 30, 1998. Of the total
increase, $12,588,866 related to our industrial product sales and our industrial
commodities  management divisions,  while $1,796,414 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 expansion of the operations of the refining division.

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

         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 September 30, 1999, this subsidiary recorded gross revenues of $5,097,931.
The industrial  products management division which started business in July 1998
was  responsible  for an additional  $12,397,164 in gross revenues for the three
months ended  September 30, 1999. The revenues relate to precious metal sales to
industrial end users. Combined product and precious metal sales were $17,495,095
for the three months ended  September 30, 1999  compared to  $4,906,229  for the
three months ended September 30, 1998, resulting in an increase of $12,588,866.

         The percentage of total  revenues for the three months ended  September
30, 1999 compared to the three months ended September 30, 1998 by revenue source
were as  follows:  product  and  precious  metal  sales  were  88.8% and  92.1%,
respectively, and refining revenues were 11.2% and 7.9%, respectively.

         Cost of  precious  metal sales were  $16,785,709  or 95.9% of sales for
three months ended  September  30, 1999 compared to $4,459,215 or 90.9% of sales
for three months ended  September  30,  1998.  This  increase of 5.0% in cost of
sales is due to the nature of precious  metals sales at the industrial  products
management division, which are high volume and low margin transactions.

         Cost of refining revenues were $1,785,786 or 80.6% of refining fees for
three months ended  September 30, 1999 compared to $141,971 or 33.8% of refining
fees for three months ended  September 30, 1998.  This increase of 46.8% in cost
of refining is primarily  due to the  increased  activity in  catalysts  and the
related labor, facility and transportation costs.

         Selling,  general and administrative  expenses increased by $240,808 or
38%, from $634,482 for the three months ended September 30, 1998 to $875,290 for
the three months ended  September  30, 1999.  This increase is the result of new
employees hired at the sales, and operations  levels to facilitate the expansion
of RWT.

         Depreciation and amortization expense was $113,614 for the three months
ended  September  30,  1999  compared  to  $33,808  for the three  months  ended
September  30,  1998.  This  increase  of  $79,806,  or  236%,  was  due  to the
depreciation  on the acquired  building,  machinery and  equipment,  and related
goodwill from the acquisition of Reliable Corporation.
<PAGE>
         Interest  expense was $231,364 for the three months ended September 30,
1999  compared to $36,208 for the three months  ended  September  30, 1998.  The
increase of $195,156 or 539% was primarily due to the expanded  credit  facility
with a bank along with debt service for the Reliable Corporation acquisition and
interest charges for subordinated debt.


Liquidity, Capital Resources and Other Financial Data

Operating activities

         Net cash used in operating  activities was  ($2,192,233)  for the three
months ended  September  30, 1999  compared to  ($467,796)  for the three months
ended September 30, 1998 which  represents an increase of $1,724,437.  There was
an increase  in working  capital of  $1,822,685  which was  primarily  due to an
increase in inventory and partially offset by a decrease in due to customers.


Investing activities

Net cash used in investing  activities for the three months ended  September 30,
1999 was ($67,486) and primarily  included the  acquisition of equipment for the
processing of materials from the film industry.

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

Financing activities

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

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

     The Company has been relying on a gold  consignment  program and internally
generated  funds to  finance  its  metal  purchases,  inventories  and  accounts
receivable.  Inventories  are  stated at market  value.  Consistent  with  other
companies that refine and produce precious metal fabricated products,  customers
and  suppliers  on a  consignment  basis  furnish  some of the  Company's  gold,
platinum,  palladium and silver  requirements.  Title to the consigned  precious
metals  remains  with the  Consignor.  The value of  consigned  gold,  platinum,
palladium  and silver  held by the  Company  is not  included  in the  Company's
inventory and there is no related liability recorded.  At September 30, 1999 the
Company held  $5,016,517 of precious metal under a consignment  agreement with a
bank for which the Company is charged a consignment  fee based on current market
rates.  There can be no  assurances  that  fluctuations  in the precious  metals
markets and credit would not result in an  interruption  of the Company's  gold,
platinum,  palladium and silver supply or the credit  arrangements  necessary to
allow the Company to support its  accounts  receivable  and  continue the use of
consigned precious metals.
<PAGE>
         On July 13, 1999 the Company entered into a financing  agreement with a
bank for a $12,000,000  credit facility used for working  capital  requirements.
The Company was charged an  origination  fee of .5% of the  available  line,  an
underutilized loan fee of .375% and interest at the prime rate plus .5% for cash
transactions and libor plus 2.5% for precious metals transactions.

Year 2000

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

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

         As of September 30, 1999, the results of the assessment being conducted
under the Y2K Program were as follows:

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

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

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

<PAGE>
Inflation

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

Recent Pronouncements of the Financial Accounting Standards Board


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

Forward Looking Statements

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

         Due to the current constraints on working capital resulting from the $1
million in cash required for the Reliable acquisition, management has elected to
reduce  activities  at  its  Peruvian  subsidiary.   This  resulted  in  reduced
anticipated  net  profit  for  the  three  months  ended  September  30,1999  of
approximately  $100,000.  Management  expects that the  operations  in Peru will
increase revenues and profitability by the third quarter of fiscal 2000.

         At  this  time  management  has  entered  into  an  agreement  with  an
investment banking  organization to raise additional equity. The success of this
activity will have a significant  impact on the ability of Westbury Metals Group
to reach its goals of greater sales volumes and increased profits.

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


<PAGE>

                                    SIGNATURE


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



                                           WESTBURY METALS GROUP, INC.

                                          By:______________________________
                                                  David Nadler
                                                Chief Financial Officer




Date:    November 17, 1999