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

                                   FORM 10-Q/A

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

For the quarter ended                    Commission file
December 31, 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 March 26, 2000,  5,270,028 shares of the issuer's Common Stock,  $.001 par
value, were outstanding.
Explanatory  note: This amendment number one is being filed due to the Company's
post period recognition of accounting matters described in  Note 11 to the
unaudited  Consolidated  Financial  Statements,   which  are  reflected  in  the
Company's restated financial statements.



<PAGE>
                           WESTBURY METALS GROUP, INC.

                                   FORM 10-Q/A

                     For the Quarter Ended December 31, 1999

                                TABLE OF CONTENTS





                         PART 1 - FINANCIAL INFORMATION

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

ITEM 1-FINANCIAL STATEMENTS                                                                               Page

   Consolidated Balance Sheets as of December 31, 1999 (as restated) and June 30,1999
    (as restated)...........................................................................................2
   Consolidated Statements of Operations for the Three and Six Months Ended
     December 31, 1999 (as restated) and 1998...............................................................3
   Consolidated Statements of Cash Flows for the Six Months Ended
     December 31, 1999 (as restated) and 1998...............................................................4
   Notes to Consolidated Financial Statements...............................................................5-12


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS.......................................................................13-20


                           PART II - OTHER INFORMATION


SIGNATURE..................................................................................................21

                                        2



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

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

CURRENT ASSETS:
  Cash                                                                               $   1,364,776         $ 1,242,230
  Accounts receivable, net of allowance of $20,130 and $17,000,                          2,939,228           2,824,949
  respectively
  Inventory (Note 3)                                                                     2,780,730           1,022,479

  Prepaid expenses and other current assets                                                323,123             161,364
                                                                              --------------------- -------------------

           Total current assets                                                          7,407,857           5,251,022

PROPERTY, PLANT AND EQUIPMENT - Net                                                      2,256,605           2,273,233


GOODWILL - Net                                                                           1,375,612           1,410,480

OTHER ASSETS                                                                               240,046             168,452
                                                                              --------------------- -------------------

TOTAL ASSETS                                                                        $   11,280,120         $ 9,103,187
                                                                              ===================== ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                               $    879,405          $  611,574
  Due to former Reliable shareholder                                                             -           1,192,578
  Notes payable and current portion of long-term debt (Note 4)                           1,725,827           1,721,758

  Due to customers                                                                         770,560           1,773,663
                                                                              --------------------- -------------------

           Total current liabilities                                                     3,375,792           5,299,573


LONG-TERM DEBT  (Notes 4 & 5)                                                            2,680,633           1,342,369


STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value - authorized, 50,000,000 shares;
  4,470,614 and 3,247,312 shares issued and outstanding, respectively                        4,470              3,247

  Capital in excess of par value (Notes 9 & 10)                                           7,772,521          3,284,329

  Accumulated other comprehensive loss
                                                                                          (73,322)            (60,678)
  Accumulated deficit                                                                  (2,479,974)           (765,653)

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

           Total stockholders' equity                                                   5,223,695           2,461,245

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

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $   11,280,120         $ 9,103,187
                                                                              ===================== ===================

            See notes to unaudited consolidated financial statements






                                       10
<PAGE>

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


                                                               THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                                  DECEMBER 31,                           DECEMBER 31,
                                                       ------------------------------------  -------------------------------------

                                                               1999              1998                1999            1998
                                                               ----              ----                ----            ----
                                                            (As Restated)                         (As Restated)
                                                            -------------                         -------------
                                                             See Note 11                           See Note 11
REVENUE:
  Precious metal sales                                     $13,583,195       $ 7,366,420           $ 31,078,290     $ 12,272,649
  Refining                                                   3,179,855         1,901,468              5,396,509        2,321,708
                                                       ----------------- ------------------  -----------------  ------------------
         Total revenue                                      16,763,050         9,267,888             36,474,799       14,594,357
                                                         ----------------- ------------------  -----------------  ------------------
COST OF SALES:
  Cost of precious metal sales                               13,597,620         6,901,095          30,383,330         11,360,310
  Cost of refining                                            2,212,635         1,766,544           4,137,554          1,908,515
                                                       ----------------- ------------------  -----------------  ------------------

         Total cost of sales                                 15,810,255         8,667,639          34,520,884         13,268,825
                                                       ----------------- ------------------  -----------------  ------------------
 GROSS PROFIT                                                    952,795           600,249           1,953,915          1,325,532
                                                        ----------------- ------------------  -----------------  ------------------
OPERATING EXPENSES:
  Selling, general and administrative expenses                  934,182           540,417           1,827,873          1,174,899

  Depreciation and amortization                                                    39,378                                 73,186
                                                                120,674                               234,288
                                                       ----------------- ------------------  -----------------  ------------------
         Total operating expenses                             1,054,856           579,795           2,062,161          1,248,085
                                                       ----------------- ------------------  -----------------  ------------------
(LOSS) INCOME FROM OPERATIONS                                                      20,454                                 77,447
                                                              (102,061)                             (108,246)
                                                       ----------------- ------------------  -----------------  ------------------
OTHER EXPENSE (INCOME):
  Interest expense                                              183,445            33,715             414,809             69,923
  Interest income                                                     -           (27,151)                  -            (31,331)
  Non-cash warrant charge (Note 10)                           1,159,642              -               1,200,570
  Other income                                                   (8,053)          (22,530)              (9,304)          (28,723)
                                                       ----------------- ------------------  -----------------  ------------------

         Total other expense (income)                         1,335,034           (15,966)           1,606,075             9,869
                                                       ----------------- ------------------  -----------------  ------------------
(LOSS) EARNINGS BEFORE PROVISION FOR INCOME TAXES
                                                            (1,437,095)            36,420           (1,714,321)           67,578
PROVISION FOR INCOME TAXES                                            -            (1,958)               -                 7,974
                                                       ----------------- ------------------  -----------------  ------------------

NET (LOSS) INCOME                                       $ (1,437,095)      $       38,378       $ (1,714,321)     $       59,604
                                                       ================= ==================  =================  ==================

NET (LOSS) INCOME PER SHARE
        Basic                                                $   (0.42)    $         0.01           $  (0.51)     $         0.02
                                                       ================= ==================  =================  ==================

        Diluted                                              $   (0.42)    $         0.01           $  (0.51)     $         0.02
                                                       ================= ==================  =================  ==================

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
         Basic                                               3,415,885           3,197,312        3,335,525             3,197,312
                                                       ================= ==================  ================= ==================

         Diluted                                            3,415,885           3,522,312         3,335,525             3,522,312
                                                            =========           =========         =========        ================


            See notes to unaudited consolidated financial statements

<PAGE>

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

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

                                                                                     FOR THE SIX MONTHS ENDED
                                                                                           DECEMBER 31,

                                                                                    1999                     1998
                                                                                    ----                      ----
                                                                               (As Restated)
                                                                               -------------
                                                                                See Note 11

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                          $      (1,714,321)  $           59,604
  Adjustments to reconcile net (loss) income to net
  cash used in operating activities:
    Depreciation and amortization                                                      234,288               73,186

    Warrant charge                                                                    1,200,570                 -

    Changes in assets and liabilities:
       Inventory                                                                     (1,758,248)            835,565

       Accounts receivable                                                             (114,279)         (1,048,964)

       Prepaid expenses and other current assets                                       (161,759)         (1,219,145)

       Other noncurrent assets                                                          (71,594)             28,289

       Due to customers                                                              (1,003,104)            181,457

       Accounts payable and accrued expenses                                            288,242             116,717

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

           Net cash used in operating activities                                    (3,100,205)            (973,291)

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

CASH FLOWS FROM INVESTING ACTIVITIES -
  Equipment additions                                                                (182,792)             (320,631)

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

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                                                         34,112             1,053,478

  Repayment of long-term debt                                                         (191,779)                 -

  Repayment of subordinated debt                                                      (500,000)               (1,783)

  Proceeds from stock warrants exercised and private placement                       3,255,788                    -

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

           Net cash provided by financing activities                                3,405,543               1,051,695

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

NET INCREASE (DECREASE) IN CASH                                                      122,546                 (242,227)


BEGINNING CASH BALANCE                                                             1,242,230                  877,520

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

ENDING CASH BALANCE                                                          $    1,364,776               $   635,293

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


Supplemental cash flow information:
            Cash paid for interest                                            $365,118                    $   69,923


             See notes to unaudited consolidated financial statement
</TABLE>


<PAGE>

NOTE 1 - GENERAL

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

The Company primarily operates three inter-related businesses:

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

The Corporate segment includes the operations of one subsidiary, Westbury Realty
Management, Inc. ("Realty"). Realty acquired and now owns and manages properties
used by Westbury and RWT in their industrial  product sales and metal processing
and  refining  segments.  Realty  was  formed  in June  1998,  and did not  have
financial activity during that year.
<PAGE>
In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all the adjustments  necessary to present fairly the results
of operations  for each of the three- and six-month  periods ended  December 31,
1999 and 1998,  the  financial  position at December 31, 1999 and the cash flows
for the six-month periods ended December 31, 1999 and 1998,  respectively.  Such
adjustments  consist  of normal  recurring  items.  The  consolidated  financial
statements and notes thereto  should be read in  conjunction  with the Company's
Annual Report on Form 10-K for the fiscal years ended June 30, 2000 and 1999 as
filed with the U. S. Securities and Exchange Commission.

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

NOTE 2 - ACQUISITION

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

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

                                                               Six Months Ended
                                                                 December 31,
                                                                    1998
                                                                ---------------

         Total revenue                                          $ 23,594,357
                                                                 ============

         Net income (loss)                                      $    269,604
                                                                 ===========
         Net income (loss)
            Basic                                               $     0.08
                                                                 ==========

            Diluted                                             $     0.08
                                                                 ===========

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



<PAGE>
NOTE 3 - INVENTORY

Precious metal  inventories  are stated at market value.  Other  inventories are
stated at the lower of cost or market value. As of December 31, 1999, the market
value of the  precious  metals  inventories  was less than cost.  For the period
ended December 31, 1999,  the Company's  precious  metals  inventories at market
value and other inventories at lower of cost or market totaled $2,780,730.

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

Title to the consigned precious metals remains with the consignor. The values of
consigned  precious metals held by the Company are not included in the Company's
balance  sheets.  On December 31, 1999, the Company held  $4,264,398 of precious
metals under a consignment  agreement with a bank. The Company's  precious metal
requirements  are provided from a  combination  of owned  inventories,  precious
metals  that have been  purchased  and sold for future  delivery,  and  precious
metals received from suppliers and customers on a consignment basis.

NOTE 4 - REVOLVING CREDIT AGREEMENT

In July 1999, RWT, International and Westbury (the "Co-borrowers")  entered into
a two-year  revolving  credit agreement with a bank under which it may borrow up
to  $12,000,000.   Of  this  total,  $7,000,000  has  been  designated  for  the
consignment of precious metals,  $1,000,000 for a forward contract facility, and
the  remaining  balance may be utilized to meet  working  capital  requirements.
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 of 8.50% at  December  31,  1999).  Consignments  of
precious  metals are  limited to the  balance of  eligible  inventory,  with the
remaining borrowings limited to the balance of eligible accounts receivable. The
facility is collateralized by the assets of the Co-borrowers,  and guaranteed by
WMG. The agreement requires the Company to maintain certain financial ratios and
other financial  conditions.  The Company has agreed to pay fees of .375% on the
unused amount of the facility payable monthly. The Company was in default of its
cash flow  coverage  financial  covenant at December 31, 1999 and has received a
waiver from the bank.

NOTE 5 - SUBORDINATED DEBT

In July 1999, the Co-borrowers and WMG issued a two-year  subordinated term note
(the "Note") for the receipt of $2,000,000 from a financing company. Interest on
the Note  accrues at a rate equal to prime plus 4% and is payable  monthly.  The
principal  portion of the Note becomes due July 2001.  In  conjunction  with the
issuance  of the Note,  the Company  granted  90,000  warrants  to purchase  the
Company's  common  stock  at an  exercise  price of  $9.00.  The  warrants  vest
commencing  in July 2000 and expire in July 2002.  WMG repaid  $500,000  of this
Note during the period ending December 31, 1999.

<PAGE>
NOTE 6 - NET (LOSS) INCOME PER COMMON SHARE

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

                                                             Three Months Ended                     Six Months Ended
                                                                December 31,                          December 31,
                                                     ------------------------------------ -------------------------------------
                                                            1999             1998               1999               1998
                                                            ----             ----               ----               ----
Net (loss) income (numerator for basic and diluted
net (loss) income per common share)                      $(1,437,095)      $ 38,378       $  (1,714,321)           $ 59,604
                                                         ---------        ------------       -----------------     --------


Weighted average common shares (denominator for
  basic net (loss) income per share)                     3,415,885        3,197,312           3,335,525            3,197,312

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

Weighted average common and potential common
  shares outstanding (denominator for diluted (loss)
  income per common share)                               3,415,885       3,522,312            3,335,525           3,522,312
                                                        ---------------   ------             -------------      --------------

Net (loss) income per common share - Basic              $  (0.42)       $    0.01             $   (0.51)         $     0.02
                                                        ------------    --------            -------------         ----------
Net (loss) income per common share - Diluted            $  (0.42)       $    0.01             $   (0.51)         $     0.02
                                                        ------------   -----------           -------------        ----------


Potential common shares are not included for the periods ended December 31, 1999
because they would be anti-dilutive.

NOTE 7 - INDUSTRY SEGMENTS

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


                                           Industrial
                                           Commodities    Industrial   Metal Procesing
                                           Management      Products      & Refining       Corporate      Consolidated

Six months ended December 31, 1999

  Sales to unaffiliated customers           $20,552,553   $ 10,525,737     $ 5,396,509     $     -      $36,474,799
  Transfers between segments                 12,473,381           -              -       (12,473,381)         -
                                          -------------    -----------      ----------    ----------     -----------

        Total revenues                      33,025,934     10,525,737        5,396,509    (12,473,381)    36,474,799
                                          ==========      ===========      ============   ==============  ==========

  Interest expenses                           214,263         75,290           15,378         109,878        414,809
                                          ============     ===========      ===========     ============   ==========
  Non-cash warrant charge                        -              -               -           1,200,570       1,200,570
                                          ============     ============    ==============  =========        =========

  Total assets                               2,215,962      1,122,387        1,507,233       6,434,538       11,280,120
                                            =========       =========       =========       ===========      ==========
  Depreciation and amortization                  1,524        135,273          81,008           16,483          234,288
                                           ===========      =========      ===========      ============     ============
  Income (loss) before provision
  for       income taxes                      (870,029)        261,342         464,760      (1,570,394)      (1,714,321)
                                              =========        =======         =======      ===========       ============



                                           Industrial
                                           Commodities    Industrial   Metal Processing
                                           Management      Products      & Refining       Corporate      Consolidated

Six months ended December 31, 1998

  Sales to unaffiliated customers         $ 7,550,061     $ 4,722,588     $  2,321,708    $    -         $ 14,594,357
  Transfers between segments               12,318,899         -                -         (12,318,899)          -
                                           ----------     -----------    --------------  ------------     ------------
       Total revenues                      19,868,960       4,722,588       2,321,708    (12,318,899)      14,594,357
                                          ============    ============    =============  =============    ============
  Interest expenses                            44,616          20,486           -              4,821           69,923
                                          ============    ============    =============  =============    ============
  Total assets                                542,122         970,406         508,701      3,344,918        5,366,147
                                          ==========      ============     ============   ============    ============
  Depreciation and amortization                   842          13,452          55,796          3,096           73,186
                                          ===========       ===========     ===========    ===========    ============
  Income (loss) before provision for
  income taxes                                329,888          51,137        (255,775)       (57,672)          67,578
                                          ===========       ===========    ===========     ===========    ============
</TABLE>
RECONCLIATION TO CONSOLIDATED STATEMENT OF OPERATIONS

For the six months ended December 31, 1999, precious metals are stated at market
value and the market value of other  inventories was lower than cost,  therefore
no reconciliation between market value and lower of cost or market is presented.
For the six months ended  December  31, 1998,  no  adjustment  to income  (loss)
before  provision  for  income  taxes  is  shown  as the  accounting  for  other
inventories approximated the lower of cost or market.


NOTE 8 - COMPREHENSIVE LOSS

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

SFAS No. 130 also requires the Company to classify items of other  comprehensive
income or loss by their nature in financial statements.
<PAGE>
Changes in  stockholders'  equity and  comprehensive  loss during the six months
ended  December 31, 1999:

 Net loss                                    $(1,714,321)
 Foreign  currency  translation adjustment       (12,644)
                                             ------------
 Total   comprehensive  loss                 $(1,726,965)
                                             ============

NOTE 9 - PRIVATE PLACEMENT OFFERING

During  the  fiscal   quarter   ended   December  31,   1999,   WMG  engaged  an
investment-banking firm and commenced a private placement offering. The offering
featured a minimum of 666,667  units and a maximum of 1,833,333  units with each
unit  consisting of one share of WMG common stock, at a price of $3.00 per unit,
and a warrant to purchase one-half share of WMG common stock at $4.00 per share.
The first 666,667 units were offered on a `best efforts, all or none' basis, and
the remaining 1,166,666 units on a best efforts basis. The minimum  subscription
called for a purchase of 10,000 units.  Upon completion of the private placement
offering,  the  investment  banking  firm,  in  addition to its  commission  and
expenses,  received  82,071  warrants  to  purchase  common  stock  and  250,000
investment  banking warrants to purchase one share of common stock, each warrant
exercisable  at $4.00 per share.  Any  unexercised  warrants are callable by the
Company,  when the  quoted  market  price for its  common  stock  closes  for 20
consecutive  business days at prices  ranging from $5.50 to $7.00 per share,  at
$0.001 per warrant.  During the quarter ended December 31, 1999, 1,082,330 units
were sold and the Company  received net proceeds of $2,975,406  after payment of
commissions and expenses of $271,584.

The Company  granted the  shareholders  the right to purchase  541,165 shares of
common stock redeemable upon exercise of their warrants.  The warrants issued in
conjunction  with the Private  Placement  were  granted at an exercise  price of
$4.00 per share,  a value less than the market price of the  Company's  stock at
the time.  The  Private  Placement  was  initiated  in November  1999.  From mid
November 1999 until  December 31, 1999,  the  Company's  stock price ranged from
$4.14 to $4.50 per share.  Using the Black-Scholes  Model, the fair value of the
warrants granted in conjunction with the Private  Placement was determined to be
$919,143.  This non-cash  charge is represented  within Warrant paid in capital,
which is included within Capital in excess of par value on the Company's balance
sheet.

NOTE 10 - WARRANTS

In 1997,  the Company issued  700,000  warrants in  conjunction  with a $700,000
bridge loan financing.  The warrants' expiry date was December 19, 1999.  During
fiscal 1999 and through December 14, 1999,  197,222 of the 700,000 warrants were
exercised. As of December 14, 1999, 502,778 warrants were still unexercised.  On
December 14, 1999, the Company, in its effort to extend the maturity date of the
unexercised  warrants,  issued new warrants to the former warrant  holders.  All
terms and conditions of the new warrant agreement  remained the same,  including
the grant of an exercise price of $2.25 per share.  The maturity date of the new
warrant issuance was December 14, 2001. As a result,  the Company determined the
fair value of the warrants on the date of the new warrant  issuance and incurred
a non-cash  expense for the quarter ended  December 31, 1999.  The fair value of
the warrants as determined by the Black Scholes Model at December 14, 1999,  the
date of the grant, was $1,118,714.

<PAGE>
During the first six months of the year ended June 30, 2000, the Company offered
the warrant  holders an inducement  to convert  warrants into common stock at an
exercise  price of $2.00 per share,  which  represented  an  inducement of $0.25
below the  exercise  price,  up until the  December  19, 1999 expiry date of the
warrants. A total of 147,222 warrants were exercised based upon this inducement.
The Company  recorded an expense of $118,661,  which  represented an incremental
increase in the fair value of the warrants based on the Black-Scholes Model. The
inducement  charge of $118,661 was partially a cash expense totaling $36,805 and
partially a non-cash expense totaling $81,856.  The Company incurred one-half of
the  $118,661  warrant  inducement  charge or $59,331 for the three months ended
December 31, 1999.

For the six months ended December 31, 1999, the non-cash expenses related to the
new warrant issuance and the inducement  totaled  $1,200,570 and are recorded in
other  expense'  in  the  Company's  Statement  of  Operations.  The  Company's
Accumulated  deficit  and Capital in excess of par value  increased  by an equal
amount.

NOTE 11 - RESTATEMENT

Subsequent  to the  issuance of the  Company's  quarterly  report for the fiscal
period  ended  December  31,  1999,  management  determined  that  the  value of
unrefined  inventory,  which contains  precious  metals and had previously  been
recorded at market value, should have been accounted for at the lower of cost or
market.  Management also  determined  that, in its effort to extend the maturity
date of previously  unexercised warrants, it had issued new warrants on December
14,  1999,  which  warrants  should  have  been  accounted  for  at  fair  value
previously,  and such warrants had not been  recorded.  In addition,  management
determined  that an expense  associated  with the $0.25 per  warrant  inducement
during the six month  period  ended  December  30, 1999 should be applied to all
warrants  and not  just  those  that  had  been  exercised  as a  result  of the
inducement.  As a result,  the  accompanying  unaudited  consolidated  financial
statements have been restated from amounts previously  reported to appropriately
account  for the  transactions  described  above.  A summary of the  significant
effects of the restatement is as follows:

                                                    As Previously       As
                                                    Reported           Restated
                                                    --------------     -------
  As of December 31, 1999
     Capital in excess of par value                  $6,571,951      $7,772,521
     Accumulated deficit                             (1,279,404)     (2,479,974)
     Stockholders' equity                             5,223,695       5,223,695

  For the Three Months Ended December 31, 1999
     Cost of refining                                 2,405,526       2,212,635
     Total other expense                                175,392       1,335,034
     Loss before provision for income taxes            (488,745)     (1,437,095)
     Net loss                                          (488,745)     (1,437,095)
     Basic and diluted net loss per share                 (0.14)          (0.42)

  For the Six Months Ended December 31, 1999
    Cost of refining                                   4,191,312      4,137,554
    Total other expense                                  405,505      1,606,075
    Loss before provision for income taxes              (567,509)    (1,714,321)
    Net loss                                            (567,509)    (1,714,321)
    Basic and diluted loss per share                       (0.17)         (0.51)
  As of June 30, 1999
     Inventory                                         $1,076,237    $1,022,479
     Accumulated deficit                                 (711,895)     (765,653)
     Stockholders' equity                               2,515,003     2,461,245

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

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

General

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

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

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

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

Subsequent  to the  issuance of the  Company's  quarterly  report for the fiscal
period  ended  December  31,  1999,  management  determined  that  the  value of
unrefined  inventory,  which contains  precious  metals and had previously  been
recorded at market value, should have been accounted for at the lower of cost or
market.  Management also  determined  that, in its effort to extend the maturity
date of previously  unexercised warrants, it had issued new warrants on December
14,  1999,  which  warrants  should  have  been  accounted  for  at  fair  value
previously,  and such warrants had not been  recorded.  In addition,  management
determined  that an expense  associated  with the $0.25 per  warrant  inducement
during the six month  period  ended  December  30, 1999 should be applied to all
warrants  and not  just  those  that  had  been  exercised  as a  result  of the
inducement.

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  for the periods  ended  December 31, 1999  presented  below  reflect
certain  restatements to the Company's previously reported results of operations
for  these  periods.  See  Note11of  the  notes  to the  unaudited  consolidated
financial statements for a summary of significant effects.

<PAGE>
Results of Operations

The  following  table sets forth,  as a  percentage  of revenue,  certain  items
appearing in the Company's Statements of Operations for the indicated period.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                             Three Months Ended                     Six Months Ended
                                                                December 31,                          December 31,
                                                     ------------------------------------ -------------------------------------
                                                            1999             1998               1999               1998
                                                            ----             ----               ----               ----
Revenues:
--------
Sales ..........................................           81.0%             79.5%              85.2%                84.1%
Refining .......................................           19.0%             20.5%              14.8%                15.9%
                                                           -----             -----              -----                -----
Total Revenues .................................            100%              100%               100%                 100%
                                                            -----            -----              -----                -----
</TABLE>
The net loss for the three months ended December 31, 1999 and September 30, 1999
was  $1,437,095 and $277,226,  respectively.  The net loss per diluted share for
the three months ended  December  31, 1999 and  September  30, 1999 was $.42 and
$.09, respectively.

Three Months Ended December 31, 1999 versus Three Months Ended December 31, 1998

Revenues were  $16,763,050  for three months ended December 31, 1999 compared to
$9,267,888  for three months ended  December  31, 1998.  Of the total  increase,
$6,216,775  related  to  the  industrial  products  and  industrial  commodities
management  segments,  while  $1,278,387 was related to the metal processing and
refining segment.  The increased sales in the industrial products and industrial
commodities  management  segments  are  directly  related  to the new  financing
arrangement with the bank and the acquisition of Reliable.

West  Tech,  a  subsidiary  of  the  Company  formed  in  March  1998,  acquired
substantially all of the assets of Reliable on June 30, 1999.  Reliable and West
Tech merged their  operations and the new entity was named  Reliable-West  Tech,
Inc. ("RWT"),  which comprises the industrial  products  segment.  For the three
months ended December 31, 1999, the industrial  products  segment recorded gross
revenues of $5,427,806.  The industrial  commodities  management segment,  which
started  business in July 1998, was responsible for an additional  $8,155,389 in
gross revenues for the three months ended December 31, 1999. The revenues relate
to precious  metal sales to  industrial  end users.  The  combined  sales of the
industrial  products  and  industrial   commodities   management  segments  were
$13,583,195  for the three months ended December 31, 1999 compared to $7,366,420
for the three  months  ended  December  31,  1998,  resulting  in an increase of
$6,216,775.

Through the diversification of the refining area and greater efficiencies in the
catalyst  operations,  net metal  processing and refining  segment  revenues for
three months ended December 31, 1999 were $3,179,855  compared to $1,901,468 for
the three months ended December 31, 1998 for an increase of $1,278,387.

Cost of  precious  metal  sales  were  $13,597,620  or 100.1% of sales for three
months ended  December  31, 1999  compared to  $6,901,095  or 93.7% of sales for
three months ended December 31, 1998. This 6.4% increase in cost of sales is due
to lower  than  anticipated  metal  yields  and  accountability  from  catalytic
converter  processed  materials and refining  activities.  The estimates used to
calculate  the  precious  metals  recovery  from  refining  catalytic  converter
materials was adjusted  during the three months ended  December 31, 1999 to more
accurately reflect the current refining yields. This resulted in the decrease of
the amounts recorded for precious metal recoveries and caused the sharp increase
in the cost of sales for the industrial commodities management segment.
<PAGE>
Cost of refining  revenues  were  $2,212,635 or 69.6% of refining fees for three
months ended  December 31, 1999 compared to $1,766,544 or 92.9% of refining fees
for three months ended  December 31, 1998.  The decrease of 23.3% in the cost of
refining is primarily  due to the increased  volume in catalysts.  The increased
volume resulted in a more efficient usage of production  assets, and allowed the
metal  processing  and  refining  segment to operate  at a level,  which  better
covered the primarily fixed labor and facility costs.

Selling,  general and  administrative  expenses  increased by $393,765 or 72.9%,
from  $540,417 for the three months ended  December 31, 1998 to $934,182 for the
three  months  ended  December  31,  1999.  This  increase  is the result of new
employees hired at the sales and operations'  levels to facilitate the expansion
of RWT and the catalytic  converter  processing  business,  which is part of the
metal processing and refining segment.

Depreciation  and  amortization  expense was $120,674 for the three months ended
December 31, 1999  compared to $39,378 for the three  months ended  December 31,
1998.  This  increase  of  $81,296,  or  206.5%,  was  principally  due  to  the
depreciation on the building, machinery and equipment, and related goodwill from
the acquisition of Reliable.

Interest  expense was  $183,445  for the three  months  ended  December 31, 1999
compared to $33,715 for the three months ended  December 31, 1998.  The increase
of $149,730 or 444.1% was primarily due to the expanded  credit  facility with a
bank along with debt service for the Reliable  acquisition and interest  charges
for subordinated debt.

The Company also incurred  non-recurring  non-cash charges of $1,159,642 for the
three months ended December 31, 1999 related to: (i) the issuance of warrants to
third parties, which enabled the third parties to buy the Company's common stock
at a price less the market price of the  Company's  stock and (ii) an inducement
by the Company to warrant holders to exercise their warrant rights.  On December
14, 1999,  new warrants were issued to the Company's  former bridge loan holders
at an exercise  price of $2.25,  which was below the market  value of  Company's
common  stock,  and it resulted in a non-cash  charge of  $1,118,714.  Also,  an
inducement  was offered to warrant  holders  during the period July 1999 through
December  1999,  and it  resulted in the  exercise  of 147,222  shares of common
stock.  The inducement  charge was partially a cash expense totaling $36,805 and
partially a non-cash expense totaling $81,856,  which represented an incremental
increase in the fair value of the warrants based on the Black-Scholes Model. The
Company incurred  one-half of the $118,661 warrant  inducement charge or $59,331
for the three months ended December 31, 1999.

Six Months Ended December 31, 1999 to the Six Months Ended December 31, 1998

Revenues were  $36,474,799 for the six months ended December 31,1999 compared to
$14,594,357  for the six months ended December 31, 1998. Of the total  increase,
$18,805,641  related  to the  industrial  products  and  industrial  commodities
management  segments,  while  $3,074,801  related  to the metal  processing  and
refining  segment.  The  increased  sales  in the  industrial  products  and the
industrial  commodities  management  segments  are  directly  related to the new
financing arrangement with the bank and the acquisition of Reliable.

West  Tech,  a  subsidiary  of  the  Company  formed  in  March  1998,  acquired
substantially all of the assets of Reliable on June 30, 1999.  Reliable and West
Tech merged their  operations and the new entity was named  Reliable-West  Tech,
Inc.  ("RWT"),  which  comprises the industrial  products  segment.  For the six
months ended December 31, 1999, the industrial  products  segment recorded gross

<PAGE>
revenues of $10,525,737.  The industrial  commodities  management segment, which
started business in July 1998, was responsible for an additional  $20,552,553 in
gross revenues for the six months ended  December 31, 1999. The revenues  relate
to  precious  metal  sales  to  industrial  end  users.  Combined  sales  of the
industrial  products  and  industrial   commodities   management  segments  were
$31,078,290  for the six months ended  December 31, 1999 compared to $12,272,649
for the six  months  ended  December  31,  1998,  resulting  in an  increase  of
$18,805,641.

Through the  diversification  of the refining area and the  increased  catalytic
converter  business,  net metal processing and refining segment revenues for the
six months ended  December 31, 1999 were  $5,396,509  compared to $2,321,708 for
the six months ended December 31, 1998 for an increase of $3,074,801.

Cost of  precious  metal  sales were  $30,383,330  or 97.8% of sales for the six
months ended December 31, 1999 compared to $11,360,310 or 92.6% of sales for the
six months ended  December 31, 1998.  This 5.2% increase in cost of sales is due
to the lower than  anticipated  metal yields and  accountability  from catalytic
converter  processed  materials and refining  activity.  The  estimates  used to
calculate  the  precious  metals  recovery  from  refining  catalytic  converter
materials  was  adjusted  during the  quarter  ended  December  31, 1999 to more
accurately reflect the current refining yields. This resulted in the decrease of
the amounts recorded for precious metal recoveries and caused the sharp increase
in the cost of sales for the industrial commodities management segment.

Cost of refining  revenues were $4,137,554 or 76.7% of refining fees for the six
months ended  December 31, 1999 compared to $1,908,515 or 82.2% of refining fees
for the six months ended  December 31,  1998.  This  decrease of 5.5% in cost of
refining is primarily due to the increased volume in catalysts, which more amply
covered the primarily fixed labor and facility costs.

Selling, general and administrative expenses increased by $652,974 or 55.6% from
$1,174,899  for the six months ended December 31, 1998 to $1,827,873 for the six
months ended  December 31, 1999.  This  increase is the result of new  employees
hired at the sales and operational levels to facilitate the expansion of RWT and
the  catalytic  converter  processing  business,  which  is  part  of the  metal
processing and refining segment.

Depreciation  and  amortization  expense was  $234,288  for the six months ended
December  31, 1999  compared to $73,186 for the six months  ended  December  31,
1998.   This  increase  of  $161,102  or  220.1%  was  principally  due  to  the
depreciation on the building, machinery and equipment, and related goodwill from
the acquisition of Reliable.

Interest  expense  was  $414,809  for the six months  ended  December  31,  1999
compared to $69,923 for the six months ended  December 31, 1998. The increase of
$344,886 or 493.2% was primarily due to increased  working  capital usage of the
new bank  facility  along with debt  service for the  Reliable  acquisition  and
interest charges for the subordinated debt.

The Company also incurred  non-recurring  non-cash charges of $1,200,570 for the
six months  ended  December 31, 1999 related to: (i) the issuance of warrants to
third parties, which enabled the third parties to buy the Company's common stock
at a price less the market price of the  Company's  stock and (ii) an inducement
by the Company to warrant holders to exercise their warrant rights.  On December
14, 1999,  new warrants were issued to the Company's  former bridge loan holders
at an exercise  price of $2.25,  which was below the market  value of  Company's
common  stock,  and it resulted in a non-cash  charge of  $1,118,714.  Also,  an

<PAGE>
inducement  was offered to warrant  holders  during the period July 1999 through
December  1999,  and it  resulted in the  exercise  of 147,222  shares of common
stock.  The inducement  charge was partially a cash expense totaling $36,805 and
partially a non-cash expense totaling $81,856,  which represented an incremental
increase in the fair value of the warrants based on the Black-Scholes Model.

Liquidity, Capital Resources and Other Financial Data

Cash flows from Operating activities

Net cash used in operating  activities  was  $3,100,205 for the six months ended
December 31, 1999  compared to $973,291  for the six months  ended  December 31,
1998, an increase of $2,126,914. Cash used in operating activities was primarily
due to the net loss generated from operations, as well as increases in inventory
and decreases in due to customers.

Cash flows from Investing activities

Net cash used in investing activities for the six months ended December 31, 1999
was  $182,792  and  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 six months ended December 31, 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.

Cash flows from Financing activities

Net cash provided by financing  activities for the six months ended December 31,
1999 is primarily  due to  $3,255,788  of net capital  proceeds from the private
placement (see Note 9) and exercise of stock warrants (see below). Additionally,
proceeds from the new revolving credit agreement,  which commenced in July 1999,
and, the issuance of a note for $2,000,000 in subordinated  debt  contributed to
the cash  provided  from  financing  activities.  The increase was offset by the
repayment of the note payable to the former  Reliable  shareholder of $1,192,578
and the repayment of $691,779 of long-term debt, which included $500,000 related
to the subordinated note.

During the six months ended December 31, 1999, the Company issued 140,972 shares
of common stock to warrant  holders at an exercise  price of $2.25 per share and
received,  after payment of warrant inducement charges of $36,805,  net proceeds
of $280,382.
<PAGE>
Liquidity and Capital Resources

There was an increase in working  capital of  $4,080,616,  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.  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 December 31, 1999 the Company held  $4,264,398  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.

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.  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 December 31, 1999, the results of the assessment being conducted under the
Y2K Program were as follows:
<PAGE>
Computer  Information  Systems  (Company  CIS):  The  company has  acquired  new
software and hardware to replace all non-compliant aspects of existing CIS.

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

Costs:  The cost to replace the existing  software  programs used in the Company
CIS of  approximately  $100,000 has already been expended by the Company.  There
are no significant additional expenditures anticipated by the Company.

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

Inflation

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

Recent Pronouncements of the Financial Accounting Standards Board

Recent pronouncements of the Financial Accounting Standards Board, which are not
required to be adopted at this date,  include  Statement of Financial  Standards
No.133  "Accounting for Derivative  Instruments and Hedging  Activities"  ("SFAS
133").  SFAS 133, as deferred by SFAS No. 137, is effective for fiscal  quarters
of all fiscal years beginning after June 15, 2000.  Based upon current data, the
adoption of this  pronouncement is not expected to have a material impact on the
Company's consolidated financial statements.

Forward Looking Statements

The Private Placement  offering that commenced during the quarter ended December
31, 1999 was completed  during the quarter ending March 31, 2000. After December
31,  1999 WMG  received  additional  net cash  proceeds of  $2,162,242  from the
offering after payment of investment-banking fees of $217,601. Total net capital
proceeds from the private placement offering were $5,137,648.  In addition,  the
Company is required to register the shares sold in the  offering  within 60 days
of the offering's closing.  The Company estimates it will incur fees of $175,000
in order to register  the shares with the SEC.  Management  is pleased to relate
that the offering was very  successful as evidenced by it being  oversubscribed.
The proceeds from the offering will allow the Company to continue its program of
expansion through internal growth and acquisition.

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. As of March 31,
2000, a definitive Purchase & Sale Agreement has been signed by WMG to acquire a
business complimentary to that of RWT.

During the quarter  ended  December  31, 1999,  the Company  became aware that a
refinery  used to  process  the  catalytic  converter  materials  was  returning
recovered  precious metals in an amount,  which was less than industry averages.

<PAGE>
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 their 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.

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 two fiscal  quarters of the year ending June 30,
2000.  There can be no  assurances  that  management  will be  successful in its
efforts.
<PAGE>


                                    SIGNATURE


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




                                            WESTBURY METALS GROUP, INC.


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



Date:   March 27, 2001