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
September 30, 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 2, 2001, 5,316,695 shares of the issuer's Common Stock, $.001 par
value, were outstanding.







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                           WESTBURY METALS GROUP, INC.

                                    FORM 10-Q

                    For the Quarter Ended September 30, 2000

                                TABLE OF CONTENTS
                         PART 1 - FINANCIAL INFORMATION


ITEM 1-FINANCIAL STATEMENTS                                                                  Page

         Consolidated Balance Sheets as of September 30, 2000 and June 30,
         2000..............................                                                     1
         Consolidated Statements of
         Operations for the Three Months Ended September 30, 2000
         and 1999...............................................................................2
         Consolidated Statements of Cash Flows for the three months ended
         September 30, 2000 and 1999...                                                         3
         Notes to Consolidated Financial Statements............................................4-13


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.................................................................14-17





                           PART II - OTHER INFORMATION


SIGNATURE.......................................................................................18


<PAGE>



                              WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS
                                                    (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------
                                                                                  SEPTEMBER 30,             JUNE 30,
                                                                                         2000                 2000
                                                                                         ----          -      ----
ASSETS

CURRENT ASSETS:
  Cash                                                                                 $   270,650             $ 628,840
  Accounts receivable, net of allowance of $53,986 and $206,643,
  respectively                                                                           6,656,402             8,012,368
  Inventories (Note 4)                                                                   5,904,482             5,391,454
  Prepaid expenses and other current assets                                                386,779               249,763
                                                                              --------------------- ---------------------
           Total current assets                                                         13,218,313            14,282,425


PROPERTY, PLANT AND EQUIPMENT - Net                                                      2,524,126             2,491,142

GOODWILL, Net                                                                            2,523,714             2,552,054

OTHER ASSETS                                                                               228,970               265,939
                                                                              --------------------- ---------------------

TOTAL ASSETS                                                                          $ 18,495,123          $ 19,591,560
                                                                                     ================ =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable, accrued expenses and income taxes payable                         $  1,930,163          $  2,118,241
  Current portion of long-term debt                                                        183,008               261,055
  Revolving credit loan (Note 6)                                                         4,303,770                     -
  Due to customers                                                                       1,922,279             1,636,048
                                                                                      -------------           -----------
           Total current liabilities                                                     8,339,220             4,015,344
                                                                                      -------------            ---------

REVOLVING CREDIT LOAN (Note 6)                                                                   -             5,868,126
DIRECTOR LOAN (Note 7)                                                                   1,000,000             1,000,000
LONG-TERM DEBT                                                                           1,149,073             1,171,553
                                                                                         ----------            ---------
            Total long term debt                                                         2,149,073             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                                                         9,825,638             9,802,609
  Accumulated  other comprehensive loss                                                    (59,946)              (74,907)
  Accumulated deficit                                                                   (1,764,179)           (2,196,482)
                                                                              --------------------- ---------------------
           Total stockholders' equity                                                    8,006,830             7,536,537
                                                                              --------------------- ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $ 18,495,123          $ 19,591,560
                                                                              ===========================================
                                   See notes to unaudited consolidated financial statements

<PAGE>


                  WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                FOR THE THREE MONTHS ENDED
                                                                                                        SEPTEMBER 30,
                                                                                                2000                      1999
                                                                                       -------------------  ----------------------
REVENUE:
  Precious metal sales .......................................................              $ 30,066,984               $ 17,495,095
  Refining ...................................................................                 5,141,354                  2,216,654
                                                                                            ------------               ------------
           Total revenue .....................................................                35,208,338                19,711,749
                                                                                            ------------               ------------
COST OF SALES:
  Cost of precious metal sales ...............................................                28,781,939                 16,785,709
  Cost of refining                                                                             4,184,622                  1,924,919
                                                                                            ------------               ------------
           Total cost of sales                                                                32,966,561                 18,710,628
                                                                                            ------------               ------------
GROSS PROFIT                                                                                   2,241,777                  1,001,121
                                                                                            ------------               ------------
OPERATING EXPENSES:
  Selling, general and administrative expenses ...............................                 1,225,878                    893,693
  Depreciation and amortization ..............................................                   185,991                    113,614
                                                                                            ------------               ------------
           Total operating expenses ..........................................                 1,411,869                  1,007,307
                                                                                            ------------               ------------

INCOME (LOSS) FROM OPERATIONS                                                                    829,908                     (6,186)
                                                                                             ------------               ------------

OTHER EXPENSES (INCOME):
  Interest expense ...........................................................                   341,446                    231,364
  Interest income                                                                                 (6,116)                    (1,252)
  Non-cash warrant charge                                                                         23,029                     40,928
                                                                                            ------------                ------------
           Total other expenses ..............................................                   358,359                    271,040
                                                                                            ------------               ------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES ..............................                   471,549                   (277,226)
PROVISION FOR INCOME TAXES ...................................................                    39,247                       --
                                                                                            ------------               ------------

NET INCOME (LOSS) ............................................................              $    432,302               $   (277,226)
                                                                                            ============               ============
NET INCOME (LOSS)  PER SHARE - Basic .........................................              $       0.08               $      (0.09)
                                                                                            ============               ============
NET INCOME (LOSS) PER SHARE - Diluted ........................................              $       0.08               $      (0.09)
                                                                                            ============               ============
WEIGHTED AVERAGE NUMBER OF SHARES  OUTSTANDING;
            Basic ............................................................                 5,316,695                  3,257,586
                                                                                            ============               ============

           Diluted ...........................................................                 5,414,195                  3,257,586
                                                                                            ============               ============
                     See notes to unaudited consolidated financial statements



<PAGE>

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

                                                                                    FOR THE THREE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                       2000                 1999
                                                                             ------------------- ---------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                   $ 432,302           $ (277,226)
  Adjustments to reconcile net income (loss) to net
  cash used in operating activities:
    Depreciation and amortization                                                       185,991               113,614
    Warrant charge                                                                       23,029                40,928
    Changes in assets and liabilities:
       Inventories                                                                    (513,027)           (1,354,782)
       Accounts receivable                                                           1,355,966              (257,079)
       Prepaid expenses and other current assets                                      (137,017)             (230,858)
       Other non-current assets                                                         36,968              (141,563)
       Due to customers                                                                286,230            (1,046,193)
       Accounts payable and accrued expenses                                          (187,206)            1,008,128
                                                                             ------------------- ---------------------

           Net cash provided by (used in) operating activities                        1,483,236           (2,145,031)

CASH FLOWS FROM INVESTING ACTIVITIES -
  Equipment additions                                                                  (176,544)             (61,208)
                                                                                 ------------        --------------------
                   Net cash used in investing activities                               (176,544)             (61,208)

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                                       (1,564,355)              307,841
  Repayment of long-term debt                                                         (100,527)              (46,085)
  Proceeds from stock warrants exercised                                                      -               20,000
                                                                             ------------------- ---------------------
           Net cash (used in) provided by financing activities                     (1,664,882)             1,089,178
                                                                             ------------------- ---------------------
NET  DECREASE IN CASH                                                                 (358,190)           (1,117,061)

BEGINNING CASH BALANCE                                                                  628,840             1,242,230
                                                                             ------------------- ---------------------

ENDING CASH BALANCE                                                                 $   270,650           $   125,169
                                                                             =================== =====================

Supplemental cash flow information:
  Cash paid for interest expense                                                    $   330,352           $   215,660
                                                                             ====================  ===================

                                       See notes to unaudited consolidated financial statements


<PAGE>


NOTE 1- GENERAL

The accompanying  unaudited  consolidated financial statements as of and for the
three months ended September 30, 2000 and 1999, include the accounts of Westbury
Metals Group, Inc. ("WMG") five subsidiaries,  which are Westbury Alloys,  Inc.,
Alloy Trading S.A., Reliable-West Tech, Inc., Westbury International,  Inc., and
Westbury Realty Management Corp., (collectively, the "Company"). The Company was
formed,  initially as Rosecap,  Inc., on March 31, 1998 through a reverse merger
of Westbury  Acquisition  Corp. and Westbury Alloys,  Inc. On June 18, 1998, the
Company's name was changed to Westbury Metals Group, Inc. from Rosecap, Inc.

The Company primarily operates three inter-related businesses:

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

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

Industrial Products segment is comprised of Reliable-West Tech, Inc. ("RWT").
RWT manufactures and sells silver in various forms and shapes, plating salts and
tin and tin-lead anodes used in manufacturing. RWT also will be involved in
precious metal casting grains, alloys and mill products as its business expands.

The Corporate segment includes the operations of one subsidiary, Westbury Realty
Management, Inc. ("Realty"). Realty acquired and now owns and manages properties
used by Westbury and RWT in their industrial product sales and metal processing
and refining segments. Realty was formed in June 1998, and did not have
financial activity during that year.
<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 month periods ended September 30, 2000 and
1999, the financial position at September 30, 2000 and the cash flows for the
three month periods ended September 30, 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

<PAGE>

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.

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:

                                                                    Three Months Ended
                                                                       September 30,
                                                                          1999

         Total revenue                                                 $ 23,278,059
                                                                       ============

         Net loss                                                       $  (161,831)
                                                                        ============
         Net loss per share
              Basic and Diluted                                          $    (0.05)
                                                                        ============

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.
As of September 30, 2000, the Company's precious metal inventories at market
value totaled $2,968,756 and other inventories at the lower of cost or market
totaled $2,935,726. The estimated aggregate market value of precious metal
inventories and other inventories at September 30, 2000, after all processing of
inventories has been completed, was $6,303,743.

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 sheet. On September 30, 2000, the Company held $7,723,005 of precious

<PAGE>
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
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 September 30, 2000
was $797,120.

As of September 30, 2000, the Company had sold or purchased the following
futures or forward contracts:

        Derivative Instrument             Precious Metal             Ounces           Average Price
        ---------------------             --------------             ------           -------------
        Forward - purchase                Silver                    50,000           $       4.89
        Futures - purchase                Gold                         400           $     277.80
        Futures - sale                    Platinum                     800           $     552.00

For the periods ended September 30, 2000 and 1999, the Company incurred
unrealized losses of $20,200 and $3,775, 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 September 30, 2000 the Company had total borrowings of $12,026,776,
which included $7,723,005 of consigned precious metals and $4,303,771 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 September 30, 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

<PAGE>
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 was
in default of its cash flow test at September 30, 2000 and it failed to submit
its financial statements within 45 days of the end of the quarter. See note 14
for further information.

NOTE 7 - DIRECTOR LOAN

 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 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 May 2002.

NOTE 8 - NET INCOME (LOSS) PER COMMON SHARE

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


                                                             Three Months  Ended
                                                                September 30,
                                                                2000            1999
                                                                ----            ----
Net income (loss)  (numerator for basic and
diluted net income (loss) per common share)                $   432,302      $ (277,226)
                                                            ---------         ------------
Weighted average common shares
(denominator for basic net income (loss)
per common share)                                            5,316,695       3,257,586

Effect of dilutive securities:
Employee stock options                                          97,500          -
                                                              --------        -----------

Weighted average common and potential common
shares outstanding (denominator
 for diluted income (loss) per common share)                 5,414,195       3,257,586
                                                              ----------     ----------
Net income (loss) per common share-basic                     $    0.08      $    (0.09)
                                                              -----------   ------------
Net income (loss)  per common share-diluted                  $    0.08      $    (0.09)
                                                             ------------   ------------
<PAGE>
Potential common shares are not included for the quarter ended September 30,
1999 because they would be anti-dilutive.

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
manufacturing by customers of the Company. The Metal Processing & Refining
segment provides refining services to customers of the Company and also recovers
precious metals from catalytic converters. The Corporate segment combines
activity for non-reportable segments. The following table presents certain data
by business segment. In the table below, 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
                                           -----------    ----------     -------------    ---------      ------------
Three months ended September 30, 2000

  Sales to unaffiliated customers          $ 20,556,844    $ 9,510,140    $  5,141,354   $   -           $ 35,208,338

  Transfers between segments                $ 8,822,911          -               -       $ (8,822,911)            -
                                          ------------    -------------     ---------   --------------     ----------
  Total revenues                           $ 29,379,755    $ 9,510,140    $  5,141,354  $ (8,822,911)     $35,208,338
                                          =============    ===========    ============  ==============    ============

  Total Assets                             $  7,320,541    $8,211,128     $ 1,954,684   $  1,008,770      $18,495,123
                                              =========     ==========      ==========     ===========     ==========
  Interest expense                            $  49,993    $  142,603     $   138,157     $   10,693      $   341,446
                                              =========     ==========     ===========      ==========      ===========
  Depreciation and amortization               $  21,369    $  102,778     $    52,584     $    9,260      $   185,991
                                              =========    =========        ==========      ==========      ===========
  Income (loss) before provision for
    income taxes                              $ 160,476    $ 124,927      $   233,093     $ (153,353)      $  365,143
                                             ==========    =========      ==========      ============     ============


                                           Industrial
                                           Commodities    Industrial    Metal Processing
                                           Management      Products      & Refining       Corporate      Consolidated
                                          ------------    ----------    ---------------   ---------     -------------
Three months ended September 30, 1999

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

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

 Total assets                             $  2,815,689   $ 4,430,155    $  1,617,224    $ 1,067,490      $ 9,930,558
                                          ============  ============    ============    ============     ============
  Interest expense                        $     72,364   $    62,155    $     15,253    $    81,592      $   231,364
                                          ============  ===========      ===========     ============     ===========
  Depreciation and amortization           $        504   $   66,381     $     38,977    $     7,752      $   113,614
                                          ===========    ============   ============    ============      ===========
  Income (loss) before provision for
    income taxes                          $    (26,482)  $   86,935     $    115,688    $  (260,476)     $   (84,335)
                                            ============  ===========   ============    ============     ============

RECONCILIATION TO CONSOLIDATED STATEMENT OF OPERATIONS:

For the three months ended September 30, 2000, 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.

Three months ended September 30, 2000

Income (loss) before provision for        $   160,476      $124,927      $  233,093    $  (153,353)     $  365,143
 income taxes - market value basis
Net adjustment of unrefined precious
metals from market basis to cost basis
 of accounting                            $   -            $   -         $  106,406    $       -        $  106,406
                                           -----------   -----------      -----------   -----------     -----------
Net income (loss)                         $  160,476       $124,927      $  339,499    $  (153,353)     $  471,549
                                           =========       =========       ========      ===========     ===========

Three months ended September 30, 1999

(Loss) income before provision for
income taxes - market value basis         $  (26,482)      $ 86,935      $  115,688    $  (260,476)     $  (84,335)
Net adjustment of unrefined precious
metals from market basis to cost basis
of accounting                             $     -          $   -         $ (192,891)   $      -         $ (192,891)
                                           -----------      ---------    -----------      -----------     -----------
Net (loss) income                         $  (26,482)      $ 86,935      $  (77,203)   $  (260,476)     $ (277,226)
                                           ===========      =======       ==========     ===========     ===========


<PAGE>

NOTE 10 - COMPREHENSIVE INCOME (LOSS)

Changes in stockholders' equity and comprehensive income (loss) during the three
months ended September 30, 2000 and 1999:

                                                     2000                    1999
                                                     ----                    ----
Net income (loss)                               $   432,302           $  ( 277,226)
Foreign currency translation adjustment              14,961                 (7,597)
                                           ----------------          --------------
Total comprehensive income (loss)               $   447,263           $   (284,823)
                                            ==============            =============

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  period  ended
September 30, 2000.

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 that the fair value of
the vested  warrants  and incurred a non-cash  warrant  charge of $3,995 for the
period ended September 30, 2000.
<PAGE>
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
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 in the process of being moved to
Waterbury, Connecticut, where the Company has recently leased a 19,500 square
foot facility.
<PAGE>
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. Furthermore, the Company failed to meet its cash flow financial
covenant as of the quarter ended September 30, 2000. The Company and the lender
have agreed to a modification to the loan agreement solely as it relates to
quarter ended September 30, 2000, which cures this violation.

The Company has subsequently complied with the lender's waiver by submitting its
first and second quarter 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 Consolidated Statements of Operations for the
indicated three-month periods ended September 30:
                           2000        1999
                           ----        ----
Revenues:
Precious metal sales       85.4%       88.8%
Refining                   14.6        11.2
                           -----     -------
Total Revenues            100.0%      100.0%
                          ------      ------
</TABLE>

         The net income (loss) for the three months ended September 30, 2000 and
September 30, 1999 was $432,302 and $(277,226), respectively. The net income
(loss) per diluted share for the three months ended September 30, 2000 and
September 30, 1999 was $0.08 and ($0.09), respectively.

<PAGE>
Comparison  of Three Months Ended  September  30, 2000 versus Three Months Ended
September 30, 1999

         Revenues were $35,208,338 for three months ended September 30, 2000
compared to $19,711,749 for three months ended September 30, 1999. Of the total
increase, $12,571,889 related to the Industrial Products and Industrial
Commodities Management segments, while $2,924,700 related to Metal Processing &
Refining segment. The increases at the Industrial Products and Industrial
Commodities Management segments are directly related to the Company's financing
arrangement with the bank, cross-selling products and services to the other
segment's customers, and the acquisitions of Reliable and SPM.

         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 & Refining
segment revenues increased $2,924,700 or 131.9% from $2,216,654 for three months
ended September 30, 1999 to $5,141,354 for the three months ended September 30,
2000.

         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. In April 2000 the
Company acquired SPM and also merged its operations into the Industrial Products
segment. For the three months ended September 30, 2000, the Industrial Products
segment recorded gross revenues of $9,510,140 compared to revenues of $5,097,931
for the period ended September 30, 1999. The revenues relate to precious metal
sales to industrial end users. Combined sales of the Industrial Products and
Industrial Commodities Management segments were $28,653,396 for the three months
ended September 30, 2000 compared to $17,495,095 for the three months ended
September 30, 1999, resulting in an increase of $11,158,301.

         Cost of precious metal sales were $28,781,939 or 95.7% of sales for
three months ended September 30, 2000 compared to $16,785,709 or 95.9% of sales
for three months ended September 30, 1999. This decrease of 0.2% in cost of
sales is due to a modest change in the product mix of precious metal sales,
which include more sales of higher margin Industrial Products sales versus the
Industrial Commodities Management segment sales. The Industrial Commodities
Management segment sales are generally lower margin transactions.

         Cost of refining revenues were $4,184,622 or 81.4% of refining fees for
three months ended September 30, 2000 compared to $1,924,919 or 86.8% of
refining fees for three months ended September 30, 1999. This decrease of 5.4%
in cost of refining is primarily due to the increased sales of precious metals
recovered from used automotive catalytic converters, which is a higher margin
activity.


<PAGE>
         Selling, general and administrative expenses increased by $332,185 or
37.2%, from $893,693 for the three months ended September 30, 1999 to $1,225,878
for the three months ended September 30, 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 Metal Processing &
Refining segments.

         Depreciation and amortization expense was $185,991 for the three months
ended September 30, 2000 compared to $113,614 for the three months ended
September 30, 1999. This increase of $72,377, or 63.7%, was mainly due to the
amortization of goodwill from the acquisition of SPM.

         Interest expense was $341,446 for the three months ended September 30,
2000 compared to $231,364 for the three months ended September 30, 1999. The
increase of $110,082 or 47.6% 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 acquisitions of
Reliable and SPM.

       For the periods ended September 30, 2000 and 1999, the Company incurred
non-cash charges of $23,029 and $40,928, respectively. The non-cash charge of
$23,029 for the period ended September 30, 2000 related to the warrants issued
in conjunction with a subordinated loan, which originated in July 1999 and was
repaid in March 2000, and the services provided by the public relations firm,
Stern & Co. (see Note 11). 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 Company incurred a warrant inducement charge
of $59,331, which represented an incremental increase in the fair value of the
warrants based on the Black-Scholes Model, for the period ended September 30,
1999. The warrant inducement charge was a cash expense of $18,403 and a non-cash
expense of $40,928.

Liquidity, Capital Resources and Other Financial Data

Operating activities

         Net cash provided by operating activities was $1,483,236 for the three
months ended September 30, 2000 compared to net cash used of ($2,145,031) for
the three months ended September 30, 1999, which represents a decrease of
$3,628,267. The cash provided by operating activities primarily related to a
decrease in accounts receivable of $1,355,966, an increase in due to customers
of $286,230, and an operating profit of $432,302.

Investing activities

         Net cash used in investing activities for the three months ended
September 30, 2000 was $176,544 and primarily included the acquisition of
equipment for the refinery in order to process used automotive catalytic
converters.

         Net cash used in investing activities for the three months ended
September 30, 1999 was $61,208, which was principally for refining equipment.


<PAGE>
Financing activities

         For the three months ended September 30, 1999 the net cash used by
financing activities is $1,664,882. It was primarily the repayments of the
revolving credit facility in the amount of $1,564,355 and long-term debt of
$100,527.

       Net cash provided by financing activities of $1,089,178 for the three
months ended September 30, 1999 is primarily due to proceeds received under the
new revolving credit agreement, which commenced in July 1999, as well as from
the issuance of a note for $2,000,000 in subordinated debt. This was primarily
offset by the repayment of the note payable to the former Reliable shareholder
in the amount of $1,192,578. During the three months ended September 30, 1999,
the Company issued 10,000 shares of common stock to warrant holders at an
exercise price of $2.00 per share for net proceeds of $20,000.

         The Company 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 metal inventories, are stated at
lower of cost or market. On July 13 1999, the Company negotiated with a bank a
new revolving credit agreement, which included a precious metal consignment
facility. 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 September 30, 1999 and September 30, 2000 the
Company held $5,016,517 and $7,723,005, respectively, of precious metal 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
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

<PAGE>
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 September 30, 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 higher profits for the fiscal year
ended June 30, 2001, although there can be no assurances that management will
continue to be successful in its efforts.

<PAGE>
                                    SIGNATURE


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




                                            WESTBURY METALS GROUP, INC.


                                            By:_____________________________
                                                     Mark R. Buckley
                                                     Chief Financial Officer



Date:   April 14, 2001