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

                                    FORM 10-Q

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

For the quarter ended                     Commission file
December 31, 2000                         Number 33-42408-NY

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

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

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

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

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

Yes           X            No       _______
         -----------

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS
As at April 9, 2001, 5,316,695 shares of the issuer's Common Stock, $.001 par
value, were outstanding.




<PAGE>
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                           WESTBURY METALS GROUP, INC.

                                    FORM 10-Q

                     For the Quarter Ended December 31, 2000

                                TABLE OF CONTENTS





                         PART 1 - FINANCIAL INFORMATION


ITEM 1-FINANCIAL STATEMENTS                                                                               Page

   Consolidated Balance Sheets as of December 31, 2000 and June 30, 2000................................... 2
   Consolidated Statements of Operations for the Three and Six Months Ended
     December 31, 2000 and 1999.............................................................................3
   Consolidated Statements of Cash Flows for the Three and Six Months Ended
     December 31, 2000 and 1999.............................................................................4
   Notes to Consolidated Financial Statements...............................................................5-13


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS......................................................................14-20


                           PART II - OTHER INFORMATION


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

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

                                                                                                     DECEMBER 31,           JUNE 30,
                                                                                                        2000                2000
                                                                                                          ----                ----
ASSETS

CURRENT ASSETS:
  Cash                                                                                             $  147,552            $   628,840

  Accounts receivable, net of allowance of $118,736 and $206,643,
  respectively                                                                                      5,666,957              8,012,368
  Inventories (Note 4)                                                                              5,037,430              5,391,454
  Prepaid expenses and other current assets                                                           326,939                249,763
                                                                                                  -----------            -----------

           Total current assets                                                                    11,178,878             14,282,425

PROPERTY, PLANT AND EQUIPMENT - Net                                                                 2,663,305              2,491,142

GOODWILL - Net                                                                                      2,485,934              2,552,054

OTHER ASSETS                                                                                          200,409                265,939
                                                                                                  -----------            -----------

TOTAL ASSETS                                                                                     $ 16,528,526         $  $19,591,560
                                                                                                  ===========            ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable, accrued expenses and income taxes payable                                    $ 1,802,960             $ 2,118,241
  Current portion of long-term debt                                                                  189,362                 261,055
  Revolving credit loan (Note 6)                                                                   3,695,420                   --
  Due to customers                                                                                 1,510,255               1,636,048
                                                                                                  -----------            -----------
           Total current liabilities                                                               7,197,997               4,015,344
                                                                                                 -----------             -----------
REVOLVING CREDIT LOAN (Note 6)                                                                      -                      5,868,126
DIRECTOR LOAN  (Note 7)                                                                           1,000,000                1,000,000
LONG-TERM DEBT                                                                                    1,045,544                1,171,553
                                                                                                  -----------            -----------
            Total long term debt                                                                  2,045,544                8,039,679
                                                                                                  -----------            -----------
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value - authorized, 50,000,000 shares; 5,316,695
  shares issued and outstanding                                                                       5,317                   5,317
  Capital in excess of par value (Note 11)                                                        9,830,299               9,802,609
  Accumulated other comprehensive loss                                                              (59,946)                (74,907)
  Accumulated deficit                                                                            (2,490,685)             (2,196,482)
                                                                                           --------------------- -------------------

           Total stockholders' equity                                                             7,284,985                7,536,537
                                                                                           --------------------- -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                      $16,528,526             $ 19,591,560
                                                                                          ===================== ===================

                                        See notes to unaudited consolidated financial statements



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


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

                                                             2000              1999                2000               1999
                                                             ----              ----                ----               ----



REVENUE:
  Precious metal sales                                 $ 34,388,045      $ 13,583,195          $ 64,455,029     $ 31,078,290
  Refining                                                9,881,980         3,179,855            15,023,334        5,396,509
                                                       ----------------- ------------------  ------------------ ------------------
         Total revenue                                   44,270,025        16,763,050            79,478,363       36,474,799
                                                       ----------------- ------------------  ------------------ ------------------
COST OF SALES:
  Cost of precious metal sales                           33,748,739        13,597,620            62,530,678       30,383,330
  Cost of refining                                        9,146,664         2,212,635            13,331,286        4,137,554
                                                       ----------------- ------------------  ------------------ ------------------
         Total cost of sales                             42,895,403        15,810,255            75,861,964       34,520,884
                                                       ----------------- ------------------  ------------------ ------------------
GROSS PROFIT                                              1,374,622           952,795             3,616,399        1,953,915
                                                       ----------------- ------------------  ------------------ ------------------
OPERATING EXPENSES:
  Selling, general and administrative expenses            1,490,363           934,182             2,716,241        1,827,873
  Depreciation and amortization                             196,369           120,674               382,360          234,288
                                                       ----------------- ------------------  ------------------ ------------------
         Total operating expenses                         1,686,732         1,054,856             3,098,601        2,062,161
                                                       ----------------- ------------------  ------------------ ------------------
(LOSS) INCOME FROM OPERATIONS                              (312,110)         (102,061)              517,798         (108,246)
                                                       ----------------- ------------------  ------------------ ------------------

OTHER EXPENSE (INCOME):
  Interest expense                                          424,690           183,445              766,136          414,809
  Interest income                                           (14,514)               -               (20,630)             -
  Non-cash warrant charge (Note 11)                           4,661         1,159,642               27,690        1,200,570
  Other income                                                 -               (8,053)                 -             (9,304)
                                                       ----------------- ------------------  ------------------ ------------------
         Total other expense (income)                       414,837         1,335,034              773,196        1,606,075
                                                       ----------------- ------------------  ------------------ ------------------
LOSS BEFORE PROVISION FOR
INCOME TAXES                                               (726,947)       (1,437,095)            (255,398)     (1,714,321)
PROVISION FOR INCOME TAXES                                     (442)              -                 38,805               -
                                                       ----------------- ------------------  ------------------ ------------------
NET LOSS                                                $  (726,505)    $  (1,437,095)       $   (294,203)    $ (1,714,321)
                                                       ================= ==================  ================== ==================
NET LOSS PER SHARE
        Basic                                           $     (0.14)    $       (0.42)       $      (0.06)     $     (0.51)
                                                       ================= ==================  ================== ==================
        Diluted                                         $     (0.14)    $       (0.42)       $      (0.06)     $     (0.51)
                                                       ================= ==================  ================== ==================

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
         Basic                                            5,316,695         3,415,885           5,316,695        3,335,525
                                                       ================= ==================  ==============     ==================
         Diluted                                          5,316,695         3,415,885           5,316,695        3,335,525
                                                       ================= ==================  =============      =================

            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,

                                                                                          2000              1999
                                                                                          ----              ----



CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                        $   (294,203)  $       (1,714,321)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization                                                      382,360              234,288
    Warrant charge                                                                      27,690            1,200,570
    Changes in assets and liabilities:
       Inventories                                                                      354,024          (1,758,248)
       Accounts receivable                                                            2,345,411            (114,279)
       Prepaid expenses and other current assets                                        (77,176)           (161,759)
       Other non-current assets                                                          65,530             (71,594)
       Due to customers                                                               (125,793)          (1,003,104)
       Accounts payable, accrued expenses and income taxes payable                    (331,703)             288,242
                                                                             ------------------- ---------------------

           Net cash provided by (used in) operating activities                        2,346,140          (3,100,205)

CASH FLOWS FROM INVESTING ACTIVITIES -
  Equipment additions                                                                 (457,021)            (182,792)
                                                                             ------------------     ----------------

           Net cash used in investing activities                                      (457,021)            (182,792)


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 (pay down on) proceeds from credit line                                         (2,172,706)            34,112
  Repayment of long-term debt                                                           (197,701)          (191,779)
  Repayment of subordinated debt                                                            -              (500,000)
  Proceeds from stock warrants exercised and private placement                              -             3,255,788
                                                                             ------------------- ---------------------

           Net cash (used in) provided by financing activities                       (2,370,407)         3,405,543
                                                                             ------------------- ---------------------

NET (DECREASE) INCREASE IN CASH                                                        (481,288)           122,546


BEGINNING CASH BALANCE                                                                  628,840          1,242,230
                                                                             ------------------- ---------------------
ENDING CASH BALANCE                                                              $      147,552      $   1,364,776
                                                                             =================== =====================

Supplemental cash flow information:
            Cash paid for interest expense                                       $      740,900      $     365,118
                                                                              ========================   ============

                                                 See notes to unaudited consolidated financial statement



NOTE 1 - GENERAL

The accompanying unaudited consolidated financial statements,  as of and for the
three and six months ended  December 31, 2000 and 1999,  include the accounts of
Westbury  Metals  Group,  Inc.  ("WMG")  five  subsidiaries,  which are Westbury
Alloys,   Inc.,  Alloy  Trading  S.A.,   Reliable-West   Tech,  Inc.,   Westbury
International,  Inc., and Westbury Realty Management Corp.,  (collectively,  the
"Company").  The Company was formed,  initially as Rosecap,  Inc.,  on March 31,
1998 through a reverse merger of Westbury Acquisition Corp. and Westbury Alloys,
Inc. On June 18, 1998, the Company's name was changed to Westbury  Metals Group,
Inc. from Rosecap, Inc.

The Company primarily operates three inter-related businesses:

Industrial Commodities Management segment is comprised of two subsidiaries: (i)
Westbury International, Inc. ("International"), which engages in the risk
management of precious metals and foreign currency for the Company. The
Company's policy is to hedge all financed transactions so no gains and losses
occur due to market fluctuations. International was formed in July 1998; and
(ii) Alloy Trading S.A. ("Alloy"), which is a 98% owned Peruvian subsidiary of
the Company. Local managers of Alloy own the remaining 2%. Alloy primarily
exports precious metals for the Company's own use or sale to third parties.
Alloy is also engaged in the development of precious metal opportunities in
South America, which may include gold and silver bullion transactions with the
mining industry and other industrial users of precious metals.

Metal Processing & Refining segment is comprised of one subsidiary, Westbury
Alloys, Inc. ("Westbury"). Westbury principally reclaims gold, silver, platinum
and palladium from scrap and residues from the electronics, jewelry, petroleum,
dental, chemical, automotive, mining and aerospace industries. Once reclaimed,
the precious metals are weighed, sampled and assayed to determine values and
settled with the customer. Westbury either purchases the precious metal or
returns the metal to the customer. Using the trade name "West Cats", Westbury
purchases catalytic converters and recovers the platinum, palladium and rhodium.

Industrial Products segment is comprised of Reliable-West Tech, Inc. ("RWT").
RWT manufactures and sells silver in various forms and shapes, plating salts and
tin and tin-lead anodes used in manufacturing. RWT also will be involved in
precious metal casting grains, alloys and mill products as its business expands.
<PAGE>
The Corporate segment includes the operations of one subsidiary, Westbury Realty
Management, Inc. ("Realty"). Realty acquired and now owns and manages properties
used by Westbury and RWT in their industrial product sales and metal processing
and refining segments. Realty was formed in June 1998, and did not have
financial activity during that year.

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all the adjustments necessary to present fairly the results
of operations for each of the three- and six-month periods ended December 31,
2000 and 1999, the financial position at December 31, 2000 and the cash flows
for the six-month periods ended December 31, 2000 and 1999, respectively. Such
adjustments consist of normal recurring items. The consolidated financial
statements and notes thereto should be read in conjunction with the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2000 as filed with
the U. S. Securities and Exchange Commission.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Derivative & hedging activities - in June 1998, the Financial Accounting
Standards Board issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities", subsequently amended by statements 137 and 138, in June
1999 and June 2000, respectively ("SFAS 133"). Effective for the quarter
beginning July 1, 2000, the Company adopted this Statement.

This Statement requires the Company to recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges must be adjusted to fair
value through earnings. If the derivative is a hedge, depending on the nature of
the hedge, changes in the fair value of derivatives are either offset against
the change in fair value of assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedge item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The adoption of Statement 133,
as amended on June 1999 and June 2000, did not result in a material transition
adjustment.

NOTE 3 - ACQUISITION

On March 31, 2000, the Company entered into a purchase and sale agreement with
Southwestern Services, Inc. ("SPM") to acquire selected assets of SPM related to
its silver product line for a purchase price of $1.3 million, plus the value of
accounts receivable on the closing date. On April 21, 2000, the Company
finalized its purchase and sale agreement and paid the former owners of SPM a
total of $2,651,879, which included the payment for the selected assets and the
sum of $1,351,879 paid for accounts receivable. After the acquisition of SPM,
the Company merged the operations of SPM into RWT, which prior to the SPM
acquisition was comprised of the merged operations of West-Tech, Inc. and
Reliable Corp. ("Reliable"). The Company paid the seller $2,426,879 in cash and
issued a promissory note in the amount of $225,000, which bears interest at an
annual rate of 8% and is payable over 8 years. The purchase price exceeded the
fair value of net assets by $1,250,000, which was recorded as goodwill. The
goodwill is being amortized on a straight-line basis over 20 years.
<PAGE>
The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisition of SPM had occurred as of July 1, 1999:

                                                                    Six Months Ended
                                                                       December 31,
                                                                             1999

         Total revenue                                                 $ 43,607,419
                                                                       ============

         Net loss                                                      $ (1,483,531)
                                                                         ===========
         Net loss per share
         Basic and Diluted                                               $    (0.44)
                                                                        ============

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

NOTE 4 - INVENTORIES

Precious metal inventories are stated at market value. Other inventories,
including unrefined precious metals, are stated at the lower of cost or market
value. As of December 31, 2000, the Company's precious metals inventories at
market value totaled $1,583,574 and other inventories at the lower of cost or
market totaled $3,453,856. The estimated aggregate market value of precious
metal inventories and other inventories at December 31, 2000, after all
processing of inventories has been completed, was $6,835,822.

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, 2000, the Company held $9,106,006 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 5 - DERIVATIVES

The Company manufactures and sells industrial products, which use silver as its
primary raw material. In conjunction with its metal processing and refining
segment, the Company processes numerous forms of scrap, which contain silver,
gold, platinum, palladium and by-products. This business segment also recovers

<PAGE>
and sells platinum, palladium and rhodium from used automotive catalytic
converters. In order to manage its commodities price risk and to reduce the
impact of price fluctuations, the Company has arranged with its bank a
consignment of precious metals and it also uses derivative commodity instruments
to hedge its precious metals. The derivative instruments consist of forward and
futures contracts, which generally have a contract term of 15 to 180 days. The
value of the Company's forward and futures positions as of December 31, 2000 was
$3,697,352.

As of December 31, 2000, the Company had sold or purchased the following futures
or forward contracts:

        Derivative Instrument             Precious Metal          Ounces           Average Price
        ---------------------             --------------          ------           -------------
        Forward - purchase                   Silver               716,000          $      4.63
        Forward - sale                       Palladium                409          $    932.75

For the periods ended December 31, 2000 and 1999, the Company incurred
unrealized (losses) gains of ($32,091) and $126,972, respectively, related to
its futures and forward derivative contracts, which it expensed through
earnings, as these contracts did not qualify for hedge accounting, as defined by
SFAS 133.

NOTE 6 - 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. On May 10, 2000, the Company signed an amendment to its two-year
revolving credit agreement, which increased the amount the Company may borrow
from $12,000,000 to $13,000,000. All other terms and conditions remained the
same. As of December 31, 2000 the Company had total borrowings of $12,801,426,
which included $9,106,006 of consigned precious metals and $3,695,420 of dollar
borrowings. Interest on the consignment of precious metals accrues at the gold
cost of funds rate plus 2.50%. Interest on the remaining borrowings accrues at
the option of the Company at LIBOR plus 2.50% or Prime plus .5% (Prime rate was
9.50% at December 31, 2000). Consignments of precious metals are limited to the
balance of eligible inventory, with the remaining borrowings limited to the
balance of eligible accounts receivables. The facility is collateralized by the
assets of the Co-borrowers, and guaranteed by WMG. The Company has agreed to pay
fees of .375% on the unused amount of the facility payable monthly. The
agreement requires the Company to meet a minimum cash flow test and minimum debt
to net worth. The lender also requires the Company to submit its quarterly
financial statements within 45 days of the end of the quarter. The Company
failed to submit its financial statements within 45 days of the end of the
quarter ended December 31, 2000. See note 14 for more information.

NOTE 7 - DIRECTOR LOAN

In May 2000, the Company issued John Conley, a director of the Company, a

<PAGE>
$1,000,000 promissory note. The terms of the promissory note include interest at
an interest rate based on the commercial Certificate of Deposit interest rate
and, in addition, the payment of commissions on bullion sales to a specific
customer. In addition, Mr. Conley received warrants with a five-year maturity
for the right to purchase 60,000 shares of the Company's common stock at an
exercise price of $4.50 per share. The warrants have a two tier-vesting
schedule: 30,000 vests immediately and the balance of 30,000 vests 5,000 per
quarter after an initial period of six months (see note 11). The 30,000 unvested
warrants will take six quarters to become fully vested. In the event the
promissory note is repaid in full prior to the vesting of these warrants, the
warrants unvested will be cancelled. The principal is due at the promissory
note's maturity in two years.

NOTE 8 - NET LOSS PER COMMON SHARE

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

                                                             Three Months Ended                     Six Months Ended
                                                                December 31,                          December 31,
                                                     ------------------------------------ -------------------------------------
                                                            2000             1999               2000               1999
                                                            ----             ----               ----               ----
Net loss (numerator for basic and diluted
  net loss per common share)                         $  (726,505)         (1,437,095)        (294,203)         $ (1,714,321)
                                                     -----------------------------------  -----------------  -----------------
Weighted average common shares (denominator for
  basic net loss per share)                            5,316,695          3,415,885          5,316,695            3,335,525

Effect of dilutive securities:
  Employee stock options                                  -                    -                  -                     -
                                                       ------------       ------------        ------------      ------------
Weighted average common and potential common
  shares outstanding (denominator for diluted loss
  per common share)                                     5,316,695          3,415,885          5,316,695            3,335,525
                                                        -----------       ----------          ---------          -------------

Net loss per common share - basic                      $   (0.14)         $ (0.42)             $ (0.06)         $     (0.51)
                                                        ----------      ----------             ----------        ------------
Net loss per common share - diluted                    $   (0.14)         $ (0.42)             $ (0.06)         $     (0.51)
                                                       ----------       -----------            ----------        ------------

Potential common shares are not included for the periods ended December 31, 2000
and 1999 because they would be anti-dilutive.
<PAGE>

NOTE 9 - 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 Processing
                                          Management       Products      & Refining       Corporate      Consolidated
                                          ----------      ----------    ----------------   --------      ------------
Six months ended December 31, 2000

  Sales to unaffiliated customers       $  46,372,895      $18,082,134    $ 15,023,334      $   -          $ 79,478,363

  Transfers between segments            $  17,404,842      $     -        $     -           $(17,404,842)  $       -
                                        -------------      -------------  -------------     -------------  -------------
        Total revenues                  $  63,777,737      $18,082,134    $15,023,334       $(17,404,842)    79,478,363
                                        =============      ============   ===========       =============    ==========
  Interest expense                      $     104,906      $   338,554    $   301,012       $     21,664   $    766,136
                                        =============      ============   ============      =============    ==========
  Non-cash warrant charge               $       -          $      -       $        -        $     27,690   $     27,690
                                        ============       ===========    ============      ============     ==========
  Total assets                          $   7,030,280      $ 7,413,550    $   992,027       $  1,092,669   $ 16,528,526
                                        =============      ============   ============       ===========   ============
  Depreciation and amortization         $      42,525      $   209,663    $   109,768       $     20,404   $    382,360
                                        =============      ============   ============      ============   ============
  Income (loss) before provision
  for income taxes                      $     152,872      $   212,421    $    752,451      $    (80,417)  $  1,037,327
                                        ==============     ============   ============      =============  ============


                                          Industrial
                                          Commodities     Industrial   Metal Processing
                                          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 expense                        $    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)
                                           ============    ==========     =============   ============     ============


RECONCILIATION TO CONSOLIDATED STATEMENT OF OPERATIONS:

Six months ended December 31, 2000

Income (loss) before provision for
income taxes - market value basis           $  152,872     $ 212,421        $   752,451     $(80,417)       $  1,037,327
Net adjustment of unrefined precious
metals from market basis to cost basis of   $     -         $ -             $(1,292,725)    $  -          $   (1,292,725)
accounting                                  -------------  ----------      --------------  -----------    --------------
Net income (loss)                           $  152,872      $212,421       $   (540,274)    $(80,417)     $     (255,398)
                                            ==========     ==========      =============    ==========     ==============
<PAGE>
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, 1999, no adjustment to the loss before
provision for income taxes is shown as the accounting for other inventories
approximated the lower of cost or market.


NOTE 10 - COMPREHENSIVE LOSS

Changes in stockholders' equity and other comprehensive loss during the six months ended December 31, 2000 and 1999:
                                                                 2000                    1999
                                                                 ----                    ----
       Net loss                                               $(294,203)           $(1,714,321)
       Foreign currency translation adjustment                   14,961                (12,644)
                                                                 ------              --------
       Total comprehensive loss                               $(279,242)           $(1,726,965)
                                                              ==========           ============

NOTE 11 - WARRANTS

In conjunction with a subordinated note issued in July 1999, the Company granted
the lender 90,000 warrants to purchase the Company's stock at an exercise price
of $9.00 per share. The warrants may be exercised in July 2000 and expire in
July 2002. In November 1999, the Company borrowed an additional $250,000, and
issued the lender 3,293 additional warrants. The subordinated note and the
additional borrowing of $250,000 were repaid during the period ending March 31,
2000. These warrants, which were granted at an exercise price of $9.00 per
share, vested immediately and expire in March 2002. The Company, using the
Black-Scholes Model, has determined that the fair value of the July 1999 warrant
issuance and incurred a non-cash charge of $19,034 for the three months ended
September 30, 2000.

In May 2000, the Company issued John Conley, a director of the Company, a
$1,000,000 promissory note. The terms of the promissory note include interest
payments at an annual interest rate based on the commercial Certificate of
Deposit interest rate. In addition, Mr. Conley received 60,000 warrants
exercisable at a price of $4.50 per share. These warrants expire in May 2005.
The vesting rights under the warrants provide for immediate vesting of 30,000
warrants with the balance becoming vested in the following manner: after an
initial period of six months, each quarter 5,000 warrants will vest as long as
there is an outstanding balance under the promissory note until all of the
30,000 warrants have vested. If for some reason the promissory note is repaid
before the warrants become vested, the remaining unvested warrants are
cancelled. During the period ended December 31, 2000, 5,000 warrants vested. The
Company, using the Black-Scholes Model, has determined the fair value of the
vested warrants and incurred a non-cash warrant charge of $2,993 for the three
months ended December 31, 2000.
<PAGE>
In May 2000, the Company granted Stern & Co., a public and investor relations
firm, warrants to purchase 20,000 shares of the Company's stock in return for
its services. The Company also pays Stern & Co. a monthly fee plus reimburses
Stern & Co. for it's out of pocket expenses. The warrants vest as follows: (i)
5,000 warrants vest August 15, 2000; (ii) 5,000 vest November 15, 2000; (iii)
5,000 vest February 15, 2001; and (iv) 5,000 vest May 15, 2001. The shares
vested above are exercisable at the following prices: (i) 5,000 at $4.50; (ii)
5,000 at $5.50; (iii) 5,000 at $6.50; and (iv) 5,000 at $7.50. In order for
Stern & Co. to exercise its warrants after they are vested, the stock must trade
at the above stated exercise prices for a minimum period of 30 days. The
warrants mature on May 23, 2003 and if unexercised they are cancelled. The
Company, using the Black-Scholes Model, has determined the fair value of the
vested warrants and incurred a non-cash warrant charge of $3,995 and $1,668 for
the three month periods ended September 30, 2000 and December 31, 2000,
respectively.

NOTE 12 - LITIGATION

The Company is subject to litigation in the ordinary course of its business.
There are four pending legal proceedings to which the Company and, in one
instance, Alloy are parties. Each of the four pending proceedings is in its
discovery phase and as a result, management is uncertain of the potential
outcome. The following is a detailed description of each of these proceedings:

(i) In May 2000, Metallix Inc. ("Metallix") brought a suit against the Company
in relation to the hiring of a former Metallix employee involved in sales. These
allegations relate to the employee's violation of a non-compete clause in her
employment contract with Metallix and the Company benefiting unfairly by
retaining this employee and gaining access to confidential information and
consequently taking market share and significant business away from Metallix.
Company's counsel has filed a response on its behalf refuting all these
allegations.

(ii) Metallix brought a similar suit against the Company in June 2000 relating
to the employment of a former Metallix salesperson by the Company prior to the
expiration of his non-compete clause in his employment contract with Metallix.
Company's counsel is in the process of filing a response to these allegations
and the Company refutes all claims brought against the Company by Metallix.

(iii) Metallix brought a suit against the Company in May 2000 relating to
allegations stemming from a royalty dispute involving the sale of a company
involved with silver anodes, tin and tin-lead anodes by Metallix to a third
party and the subsequent sale of the company by the third party to the Company.
Metallix alleges that prior to the transfer by the third party to the Company,
the Company was aware of the royalty arrangement between Metallix and the third
party and should, therefore, continue to pay the royalties to Metallix for the
remainder of the term under the royalty arrangement. Company's counsel has filed
a response stating that the anode business was not subject to the royalty
agreement and, furthermore, the Company assumed no liabilities as a result of
this purchase and the royalty payment was essentially the obligation of the
third party.

(iv) The Company's subsidiary, Alloy, is involved in a value-added tax dispute
in Peru. On February 16, 2000, the Peruvian tax authorities, ("SUNAT") levied a
fine of approximately $1.7 million against Alloy stemming from allegations that
Alloy was engaged in improperly exporting gold to one of the Company's
subsidiaries, Westbury, from late 1996 through early 1998. In addition, SUNAT

<PAGE>
claims Alloy is liable for approximately $1.5 million in refunds previously paid
and interest thereon. Alloy has engaged the services of legal counsel in Lima,
Peru, and is vigorously contesting these claims and fines. Based on evidence
presently available, management believes, after consultation with counsel that
all appropriate tax payments have been made and that Alloy should get a
favorable ruling from the Tax Court.

NOTE 13 - COMMITMENTS & CONTINGENCIES

On March 30, 2001, the Company entered into a purchase and sales agreement to
sell its land and building located at 900 Shames Drive, Westbury, New York. The
sale is conditioned upon a satisfactory environmental test of the property to
include the its sub-surfaces and the buyer obtaining satisfactory financing. The
operations conducted in this facility are being moved to Waterbury, Connecticut,
where the Company has recently leased a 19,500 square foot facility.

NOTE 14 - Subsequent Events

The Company commenced trading on the Bulletin Board in September 1998 under the
symbol WMET.OB. On February 15, 2001 the Company's stock ceased trading on the
Bulletin Board due to the Company's continuing failure to file its financial
statements with the U.S. Securities and Exchange Commission. The Company's stock
is now traded under the symbol WMETE on the Pink Sheet Bulletin Board.

On January 12, 2001, the Company's lender agreed to measure the Company's
performance of its financial covenants, which include a cash flow coverage test
and debt to net worth test, based on the Company's consolidated financial
statements prepared according to accounting principles generally accepted in the
United States of America, except for the recordings of its inventories. For
purposes of the financial covenant tests, precious metal inventories and the
estimated precious metal content of unrefined other inventories will be stated
at market value. The Company failed to submit its financial statements to its
primary lender within 45 days after the end of the first and second fiscal year
2001 quarterly periods ended September 30, 2000 and December 31, 2000 for which
the lender has granted a waiver through April 2, 2001 and April 9, 2001,
respectively.

The Company has subsequently complied with the lender's waiver by submitting its
first and second quarter interim financial statements to them.

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

This Form 10-Q 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 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 metal
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.

Results of Operations

       The following table sets forth, as a percentage of revenue, certain items
appearing in the Company's Statements of Operations for the indicated period:

                                   Three Months Ended                     Six Months Ended
                                       December 31,                          December 31,
                                ---------------------------- -------------------------------------
                                 2000             1999               2000               1999
                                 ----             ----               ----               ----
Revenues:
--------
  Precious metal sales           77.7%             81.0%               81.1%             85.2%
  Refining                       22.3%             19.0%               18.9%             14.8%
                                ------            ------             -------            ------
  Total Revenues                  100%              100%                100%             100%
                                 -----              ----              -------            -----
</TABLE>

     The net loss for the three months ended December 31, 2000 and December 31,
1999 was $726,505 and $1,437,095, respectively. The net loss per diluted share
for the three months ended December 31, 2000 and December 31, 1999 was $.14 and
$.42, respectively.
<PAGE>
Three Months Ended December 31, 2000 versus Three Months Ended December 31, 1999

       Revenues were $44,270,025 for three months ended December 31, 2000
compared to $16,763,050 for three months ended December 31, 1999. Of the total
increase, $20,804,850 related to the Industrial Products and Industrial
Commodities Management segments, while $6,702,125 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
financing arrangement with the bank, cross-selling products and services to the
other segment's customers, and the acquisitions of Reliable and SPM.

       West Tech, a subsidiary of the Company formed in March 1998, acquired
substantially all of the assets of Reliable in June 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, 2000, the Industrial Products segment recorded gross revenues
of $8,571,994 compared to revenues of $5,427,806 for the three months ended
December 31, 1999. The Industrial Commodities Management segment, which started
business in July 1998, was responsible for an additional $25,816,050 in gross
revenues for the three months ended December 31, 2000. The revenues relate to
precious metal sales to industrial end users. The combined sales of the
Industrial Products and Industrial Commodities Management segments were
$34,388,045 for the three months ended December 31, 2000 compared to $13,583,195
for the three months ended December 31, 1999, resulting in an increase of
$20,804,850.

       Through the diversification of the refining area, greater efficiencies in
the catalytic converter operations, and expansion of the Company's network of
used automotive catalytic converter collectors, the Metal Processing and
Refining segment revenues for three months ended December 31, 2000 were
$9,881,980 compared to $3,179,855 for the three months ended December 31, 1999
for an increase of $6,702,125.

       Cost of precious metal sales were $33,748,739 or 98.1% of sales for three
months ended December 31, 2000 compared to $13,597,620 or 100.1% of sales for
three months ended December 31, 1999. This 2.0% decrease in cost of sales is due
to an increase of sales in the Industrial Commodities Management and Industrial
Products segments. Another factor, which contributed to the decrease in the cost
of sales, is a modest change in the product mix of precious metal sales, which
includes more sales of higher margin Industrial Products sales versus the
Industrial Commodities Management segment sales.

       Cost of refining revenues were $9,146,664 or 92.6% of refining fees for
three months ended December 31, 2000 compared to $2,212,635 or 69.6% of refining
fees for three months ended December 31, 1999. The increase of 23.0% in the cost
of refining is primarily due to the increased volume in catalytic converters,
which contain the platinum group precious metals. The market prices of these
precious metals have risen dramatically during the three months ended December
31, 2000. The Company values these inventories at the lower of cost or market.
As a result of rapidly rising market prices for these inventories, the cost of
sales of the Metal Processing & Refining segment increased substantially during
the three months ended December 31, 2000 as not all of these increases were
passed on to the customer.
<PAGE>
       Selling, general and administrative expenses increased by $556,181 or
59.5%, from $934,182 for the three months ended December 31, 1999 to $1,490,363
for the three months ended December 31, 2000. This increase is the result of new
employees hired at the sales and operations' levels to facilitate the expansion
of sales in both the Industrial Products and catalytic converter processing
business, which is part of the Metal Processing & Refining segment.

       Depreciation and amortization expense was $196,369 for the three months
ended December 31, 2000 compared to $120,674 for the three months ended December
31, 1999. This increase of $75,695, or 62.7%, was principally due to the
amortization of goodwill from the acquisition of SPM.

       Interest expense was $424,690 for the three months ended December 31,
2000 compared to $183,445 for the three months ended December 31, 1999. The
increase of $241,245 or 131.5% was primarily due to the Company's full usage of
its credit facility with a bank in order to finance overall sales growth. The
Company also incurred higher debt service costs due to the acquisition of SPM.

       For the three months ended December 31, 2000 and 1999, the Company
incurred non-cash charges of $4,661 and $1,159,642, respectively. The non-cash
charges of $4,661 for the period ended December 31, 2000 related to the warrants
issued in conjunction with a director loan, which originated in May 2000, and
also services provided by the public relations firm, Stern & Co. (see Note 11).
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, 2000 versus the Six Months Ended December 31, 1999

       Revenues were $79,478,363 for the six months ended December 31, 2000
compared to $36,474,799 for the six months ended December 31, 1999. Of the total
increase, $33,376,739 related to the Industrial Products and Industrial
Commodities Management segments, while $9,626,825 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
financing arrangement with the bank, cross-selling products and services to the
other segment's customers, and the acquisitions of Reliable and SPM.
<PAGE>
       West Tech, a subsidiary of the Company formed in March 1998, acquired
substantially all of the assets of Reliable in June 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, 2000, the Industrial Products segment recorded gross revenues
of $18,082,134 compared to revenues of $10,525,737 for the six months ended
December 31, 1999. The Industrial Commodities Management segment, which started
business in July 1998, was responsible for an additional $46,372,894 in gross
revenues for the six months ended December 31, 2000. The revenues relate to
precious metal sales to industrial end users. Combined sales of the Industrial
Products and Industrial Commodities Management segments were $64,455,029 for the
six months ended December 31, 2000 compared to $31,078,290 for the six months
ended December 31, 1999, resulting in an increase of $33,376,739 or 107.4%.

       Through the diversification of the refining area, greater efficiencies in
the catalytic converter operations, and expansion of the Company's network of
used automotive catalytic converter collectors, the Metal Processing and
Refining segment revenues increased $9,626,825 or 178.4% from $5,396,509 for the
six months ended December 31, 1999 to$15,023,334 for the six months ended
December 31, 2000.

       Cost of precious metal sales were $62,530,678 or 97.0% of sales for the
six months ended December 31, 2000 compared to $30,383,330 or 97.8% of sales for
the six months ended December 31, 1999. This 0.8% decrease in cost of sales is
due to an increase of sales in the Industrial Commodities Management and
Industrial Products segments. Another factor, which contributed to the modest
decrease in the cost of sales, is a change in the product mix of precious metal
sales, which includes more sales of higher margin Industrial Products sales
versus the Industrial Commodities Management segment sales.

       Cost of refining revenues were $13,331,286 or 88.7% of refining fees for
the six months ended December 31, 2000 compared to $4,137,554 or 76.7% of
refining fees for the six months ended December 31, 1999. This increase of 12.0%
in cost of refining is primarily due to the increased volume in catalytic
converters, which contain the platinum group precious metals. The market prices
of these precious metals have risen dramatically during the six months ended
December 31, 2000. The Company values these inventories at the lower of cost or
market. As a result of rapidly rising market prices for these inventories, the
cost of sales of the Metal Processing & Refining segment increased substantially
during the three months ended December 31, 2000 as not all of these increases
were passed on to the customer.

       Selling, general and administrative expenses increased by $888,368 or
48.6% from $1,827,873 for the six months ended December 31, 1999 to $2,716,241
for the six months ended December 31, 2000. This increase is the result of new
employees hired at the sales and operations' levels to facilitate the expansion
of sales in both the Industrial Products and catalytic converter processing
business, which is part of the Metal Processing & Refining segment.

       Depreciation and amortization expense was $382,360 for the six months
ended December 31, 2000 compared to $234,288 for the six months ended December
31, 1999. This increase of $148,072 or 63.2% was principally due to the
amortization of goodwill from the acquisition of SPM.
<PAGE>
       Interest expense was $766,136 for the six months ended December 31, 2000
compared to $414,809 for the six months ended December 31, 1999. The increase of
$351,327 or 84.7% was primarily due to the Company's full usage of its credit
facility with a bank in order to finance overall sales growth. The Company also
incurred higher debt service costs due to the acquisition of SPM.

       For the six months ended December 31, 2000 and 1999, the Company incurred
non-cash charges of $27,690 and $1,200,570 respectively. The non-cash charges of
$27,690 for the six months ended December 31, 2000 related to the warrants
issued in conjunction with a subordinated loan, which originated in July 1999
and was repaid in March 2000; a director loan, which originated in May 2000; and
services provided by the public relations firm, Stern & Co. (see Note 11). 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 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 provided by operating activities was $2,346,140 for the six
months ended December 31, 2000 compared to net cash used of ($3,100,205) for the
six months ended December 31, 1999, an increase of $5,446,345. Cash provided by
operating activities was primarily due to decreases in accounts receivable of
$2,345,411 and inventory of $354,024. Partially offsetting the cash provided
were operating losses of $294,203, a decrease in accounts payable and accruals
of $331,703, and a decrease of $125,793 in due to customers.

Cash flows from Investing activities

       Net cash used in investing activities for the six months ended December
31, 2000 was $457,021 and primarily included: (i) the acquisition of equipment
for the refinery in order to process used automotive catalytic converters; (ii)
leasehold improvements to the recently leased facility in Waterbury,
Connecticut, where the processing of catalytic converters occurs; (iii)
leasehold improvements to the Reliable building; and (iv) payment for the
Company's new computer equipment and software system.
<PAGE>
       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.

Cash flows from Financing activities

       Net cash used in financing activities of $2,370,407 for the six months
ended December 31, 2000 is due to the repayment of $2,172,706 of revolving
credit loans and the repayment of $197,701 of long-term debt.

       For the period ended December 31, 1999, financing activities provided the
Company $3,405,543, which principally included capital proceeds of $3,255,788
from a private placement and the exercise of stock warrants, and the issuance of
a note for $2,000,000 in subordinated debt. 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.

Liquidity and Capital Resources

       The Company had been relying on a gold consignment program and internally
generated funds to finance its metal purchases, inventories and accounts
receivable. Precious metals inventories are stated at market value. Other
inventories, including unrefined precious metals, are stated at lower of cost or
market. On July 13 1999, the Company negotiated with a bank a new revolving
credit agreement, which included a precious metal consignment facility. The
Company may now borrow on consignment and fund its gold, platinum, and palladium
and silver requirements. Title to the consigned precious metals remains with the
consignor. The value of consigned gold, platinum, palladium and silver that the
Company holds is not included in its inventory and there is no related liability
recorded. At December 31, 1999 and December 31, 2000 the Company held $4,264,398
and $9,106,006, respectively, of precious metals under the consignment agreement
with a bank for which it is charged a consignment fee based on current market
rates. Price fluctuations in the precious metals markets may result in an
interruption of the Company's gold, platinum, palladium and silver supplies and
use of the precious metals consignment facility.

       On September 28, 1998 the Company entered into a loan agreement with a
credit corporation for a $2,000,000 revolving line of credit used for working
capital requirements. The Company was charged an origination fee of 2% of the
available line of credit, an underutilized loan fee of 1% and interest at the
prime rate plus 2%. In July 1999, the Company replaced this loan agreement with
a $12,000,000 revolving credit loan from Bank Boston N.A. The Company, Westbury
International, Inc. and Westbury Alloys, Inc. are co-borrowers under the credit
facility. This $12,000,000 revolving credit loan has a $7,000,000 sub-limit for

<PAGE>
a consignment facility, $1,500,000 credit facility for forward contracts and the
remaining balance may be utilized to meet working capital requirements. Interest
on the consignment of precious metals accrues at the Bank Boston Precious Metals
Cost of funds rate plus 2.50%. Interest on the remaining borrowings accrues at
the Company's option at LIBOR (as defined in the agreement) plus 2.50% or Prime
(as defined in the agreement) plus .50%. The co-borrowers' obligations are
secured by a security interest in the assets of the co-borrowers and the
guaranties of the co-borrowers. In addition, the loan obligations are further
secured by an unlimited guaranty of the Westbury Metals Group, secured by a
first priority security interest in all of its tangible and intangible personal
property and by a pledge of the stock of Reliable-West Tech, Westbury
International, Inc. and Westbury Alloys, Inc. During April 2000, Bank Boston
N.A. merged with Fleet National Bank. As part of the merger agreement, Bank
Boston NA sold some of the assets of its precious metals lending division,
including the loans and consignments to the Company, to Sovereign Bank of New
England, Inc. The Agreement between the Company and co-borrowers (the
"Agreement") was amended to reflect the change of lender from Bank Boston N.A.
to Sovereign Bank of New England, Inc. On May 10, 2000, the Company and
co-borrowers signed an amendment with Sovereign Bank of New England to increase
the revolving line of credit from $12,000,000 to $13,000,000. All other terms
and conditions of the Agreement remained the same. The Agreement expires July
15, 2001.

       Prior to the period ended December 31, 2000, 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.

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.

Forward Looking Statements

       Through its continued efforts to diversify its Metal Processing &
Refining segment and expand its activities in Industrial Products segment
through acquisitions, management anticipates an improvement in its operating
results for the fiscal year ended June 30, 2001, although 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:
Mark R. Buckley
Chief Financial Officer


Date:   April 14, 2001