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

                                                    FORM 10-QSB

                           QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended                       Commission file
March 31, 1999                              Number 33-42408-NY

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

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

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

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

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

Yes             X          No                   

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS
There were 3,077,836 shares of the registrant's  common stock  outstanding as of
March 31, 1999.

<PAGE>




                                            WESTBURY METALS GROUP, INC.

                                                    FORM 10-QSB

                                       For the Quarter Ended March 31, 1999

                                                 TABLE OF CONTENTS




<TABLE>
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                                          PART 1 - FINANCIAL INFORMATION


ITEM 1-FINANCIAL STATEMENTS                                                                        Page

         Consolidated  Balance  Sheets  as  of  March  31,  1999  and  June  30,
         1998...................                                                   ..................1
         Consolidated  Statements of
         Operations for the nine months and three months
               March 31, 1999 and 1998..............................................................2
         Consolidated  Statements  of  Stockholders'  Equity for the nine months
         ended    March    31,    1999   and   the   year    ended    June   30,
         1998...................................................................................    3
         Consolidated  Statements  of Cash Flows for the nine months ended March
         31,  1999  and   1998....                                                      .......     4 
         Notes  to  Consolidated   Financial
         Statements.....................................................................          5-6


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS....................................................................7


ITEM 6-EXHIBITS AND REPORTS ON FORM 8-K...........................................................9


                           PART II - OTHER INFORMATION

SIGNATURES............... ........................................................................10


<PAGE>




                                  WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
                                              CONSOLIDATED BALANCE SHEETS

                                                                               (Unaudited)
                                                                                MARCH 31,               JUNE 30,
                                                                                   1999                   1998
                                                   ASSETS

CURRENT ASSETS:
   Cash                                                                           $     368,638           $ 877,520
   Accounts receivable                                                                                
                                                                                      2,287,764             788,749
   Inventory                                                                                          
                                                                                      1,257,329             835,565
   Prepaid expenses and other current assets                                                          
                                                                                        918,597             348,795
                                                                           ---------------------     ---------------
              Total Current Assets                                                                                  
                                                                                      4,832,328           2,850,629
                                                                           ---------------------     ---------------

PROPERTY, PLANT AND EQUIPMENT:
   Property, plant and equipment                                                                      
                                                                                      1,425,286             599,843
   Less: accumulated depreciation and amortization                                                    
                                                                                      (269,685)           (162,695)
                                                                           ---------------------
              Property, Plant and Equipment - net                                                                   
                                                                                      1,155,601             437,148
                                                                           ---------------------     ---------------

OTHER ASSETS:
   Goodwill - net of accumulated amortization                                                         
                                                                                        228,040             230,720
   Deposits                                                                                           
                                                                                        105,375             113,177
                                                                         ---------------------     ---------------
              Total other assets                                                                                    
                                                                                        333,415             343,897
                                                                           ---------------------     ---------------

TOTAL ASSETS                                                                     $    6,321,344          $3,631,674
                                                                           =====================     ===============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes Payable                                                                 $    1,424,703             $     -
   Due to customers                                                                                   
                                                                                      1,377,930             455,553
   Accounts payable and accrued expenses                                                              
                                                                                        454,226             528,246
   Current portion of mortgage payable                                                                
                                                                                         11,092
                                                                           ---------------------     ---------------
Total Current Liabilities                                                                             
                                                                                      3,267,951             983,799
Mortgage payable, non-current portion                                                                 
                                                                                        309,402
                                                                           ---------------------     ---------------
TOTAL LIABILITIES                                                                                     
                                                                                      3,577,353             983,799
                                                                           ---------------------     ---------------

STOCKHOLDERS' EQUITY:
   Common stock $.001 par value; Authorized 50,000,000                      
   shares; issued and outstanding 3,197,312 shares                                                    
                                                                                          3,197               3,197
   Capital in excess of par value                                                                     
                                                                                      3,171,879           3,171,879
   Accumulated deficit                                                                                
                                                                                      (431,085)           (527,201)

Total Stockholders' Equity                                                                            
                                                                                      2,743,991           2,647,875
                                                                           ---------------------     ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $    6,321,344          $3,631,674
                                                                           =====================     ===============
<PAGE>


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


                                             FOR THE NINE MONTHS ENDED              FOR THE THREE MONTHS ENDED
                                                              MARCH 31,                                   MARCH 31,
                                                           (UNAUDITED)                                 (UNAUDITED)
                                          --------------------------------------    ------------------------------------------
                                               1999                 1998                  1999                   1998
                                               ----                 ----                  ----                   ----
Revenues:
   Sales                                     $ 22,532,534              $      -          $ 10,259,885               $       -
   Refining                                                                                                
                                                3,713,695             1,322,378             1,391,987                 797,535
   Other                                                                                                   
                                                   71,741               119,421                11,687                  46,628
                                          ----------------    ------------------    ------------------    --------------------

        Total revenues                                                                                     
                                               26,289,467             1,441,799            11,663,559                 844,163
                                          ----------------    ------------------    ------------------    --------------------

Costs and expenses:
   Cost of sales                                                                                           
                                               21,347,007                     -             9,986,697                       -
   Cost of refining                                                                                        
                                                2,747,284               543,224               838,769                 278,807
   Selling, general and administrative                                                                     
                                                1,843,195               818,230               662,759                 563,803
   Depreciation and amortization                                                                           
                                                  116,261               210,545                48,612                 151,672
   Interest                                                                                                
                                                  124,071               153,786                54,148                  38,190
                                          ----------------    ------------------    ------------------    --------------------

      Total costs and expenses                                        1,725,785                            
                                               26,177,818                                  11,590,985               1,032,472
                                          ----------------    ------------------    ------------------    --------------------

Income before income taxes                                                                                 
                                                  140,152             (283,986)                72,574               (188,309)
Provision for income taxes                                                                                 
                                                   44,036                19,657                36,062                  19,657
                                          ----------------    ------------------    ------------------    --------------------

Net income (loss)                              $   96,116                                                  
                                                                      (303,643)                36,512               (207,966)
                                          ================    ==================    ==================    ====================

Net income (loss) per share - basic             $    0.03           $    (0.16)           $      0.01            $     (0.11)
Net income (loss) per share - diluted           $    0.03           $    (0.16)           $      0.01            $     (0.11)

Average shares outstanding - basic                                                                         
                                                3,197,312             1,850,000             3,197,312               1,850,000
Average shares outstanding - diluted                                                                       
                                                3,522,312             1,850,000             3,522,312               1,850,000



<PAGE>


                     WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
                               STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR THE NINE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
                               AND FOR THE YEAR ENDED JUNE 30, 1998

                                          COMMON STOCK              CAPITAL IN                               TOTAL
                                                                     EXCESS OF        ACCUMULATED        STOCKHOLDERS'
                                      SHARES          AMOUNT         PAR VALUE          DEFICIT              EQUITY


BALANCE, JULY 1, 1997                                  $   1,850       $    98,150     $   (102,760)         $      (2,760)
                                        1,850,000

COMMON STOCK ISSUED
   UPON MERGER WITH
   ROSECAP, INC.
   MARCH 31, 1998                                                                                     
                                          180,000            180            40,857                                   41,037

COMMON STOCK ISSUED
   IN PRIVATE PLACEMENT
   MARCH 31, 1998                                                                                     
                                          814,503            815         2,015,224                                2,016,039

COMMON STOCK ISSUED
   UPON CONVERSION OF
   BRIDGEHOLDER LOANS
   MARCH 31, 1998                                                                                     
                                          233,333            233           699,767                                  700,000

COMMON STOCK ISSUED
   IN PRIVATE PLACEMENT
   MAY 8, 1998                                                                                        
                                          119,476            119           317,881                                  318,000

NET LOSS FOR THE YEAR
   ENDED JUNE 30, 1998                                                                                
                                                                                           (424,441)              (424,441)
                                 -------------------------------------------------------------------------------------------

BALANCE JUNE 30, 1998                                                                                 
                                        3,197,312          3,197         3,171,879         (527,201)              2,647,875

NET INCOME FOR THE
   NINE MONTHS ENDED
   MARCH 31, 1999
   (UNAUDITED)                                                                                        
                                                                                              96,116                 96,116
                                 -------------------------------------------------------------------------------------------
BALANCE
   MARCH 31, 1999
   (UNAUDITED)                                         $   3,197      $  3,171,879     $   (431,085)         $    2,743,991
                                        3,197,312
                                 ===========================================================================================




<PAGE>

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

                                                                         FOR THE NINE MONTHS ENDED
                                                                        MARCH 31,               MARCH 31,
                                                                          1999                    1998
                                                                          ----                    ----
Operating activities:
     Net Income (loss)                                                    $   96,116            $  (303,643)

     Adjustments to reconcile net income (loss) to net cash
      Used in operating activities net of assets and
      Liabilities acquired in merger:
      Depreciation and amortization                                                          
                                                                             109,670                  70,799

     Changes in assets and liabilities:
      Accounts receivable                                                                    
                                                                         (1,499,015)                (49,577)
      Inventories                                                                            
                                                                           (421,764)                 720,948
      Due from Affiliates                                                                    
                                                                                   -                  81,445
      Prepaid expenses                                                                       
                                                                           (569,802)                (72,557)
      Deposits                                                                               
                                                                               7,802                (16,145)
      Notes Payable                                                                          
                                                                             474,328                       -
      Due to customers                                                                       
                                                                             922,377                 205,469
      Accounts payable and accrued expenses                                                  
                                                                            (74,020)                 418,314
                                                                     ----------------       -----------------

        Net cash used in operating activities                                                
                                                                           (954,308)               1,055,053
                                                                     ----------------       -----------------

Investing activities
      Property, plant and equipment                                                          
                                                                           (500,443)                (75,883)
                                                                     ----------------       -----------------
      Net cash used  by investing activities                                                        (75,883)
                                                                           (500,443)
                                                                     ----------------       -----------------

Financing Activities
      Issuance of common stock                                                               
                                                                                                   2,016,039
      Stock subscription receivable                                                          
                                                                                                   (100,000)
      Bridge financing                                                                       
                                                                                                     700,000
      Repayment of long term debt.                                                           
                                                                             (4,506)               (568,983)
      Notes payable - accounts receivable financing                                          
                                                                             950,375               (973,046)
                                                                     ----------------       -----------------
      Net cash provided by financing activities                                              
                                                                             945,869               1,074,010
                                                                     ----------------       -----------------

Cash from merged subsidiary                                                                  
                                                                                   -                  41,418

Net Increase (decrease) in cash                                                              
                                                                           (508,882)               2,094,598

Beginning cash balance                                                                       
                                                                             877,520                  73,136
                                                                     ----------------       -----------------

Ending Cash Balance                                                       $  368,638             $ 2,167,734
                                                                     ================       =================

                                                                                   -
Supplemental cash flow information:
      Cash paid for interest                                              $  124,071                $      -
      Property, plant and land addition financed
      by long-term debt                                                   $  325,000                $      -

<PAGE>


NOTE 1- GENERAL

     The accompanying  financial  information should be read in conjunction with
the audited financial  statements including the notes thereto, as of and for the
year ended June 30, 1998. The June 30, 1998  statements  have been amended as of
February 15, 1999 to show the  accounting  treatment  for the merger of Westbury
Alloys,  Inc.  and Rosecap,  Inc. as Westbury  Alloys,  Inc.  being the acquirer
rather than the Rosecap, Inc.

The information furnished in this report reflects all adjustments (consisting of
only  normal  recurring  accruals)  which are,  in the  opinion  of  management,
necessary for a fair statement of the results for the interim periods.



NOTE 2- ORGANIZATION

On June 18, 1998,  the Company name was changed from  Rosecap,  Inc. to Westbury
Metals Group, Inc. ("WMG").  On March 31, 1998 the Company entered into a merger
between Westbury  Acquisition  Corp.  ("WAC"),  a wholly owned subsidiary of the
Company, and Westbury Alloys,  Inc.,  ("Westbury") a Delaware  Corporation,  the
surviving  entity.  The merger is a reverse  merger  whereby the  principals  of
Westbury became the principals and the largest  shareholders of the Company. The
Company  commenced  operating the business of Westbury after the consummation of
the merger.  Prior to the merger,  the Company,  which was incorporated in 1990,
had not conducted any operations and reported as a development stage enterprise.

Westbury reclaims  principally gold,  silver,  platinum and palladium from scrap
and  residues  from  the  electronics,  jewelry,  petroleum,  dental,  chemical,
automotive,   mining  and  aerospace  industries.   After  controlled  weighing,
sampling,  and  assaying to  determine  values and to settle with the  customer,
Westbury  either  purchases the precious metal or returns metal to the customer.
Through its Peruvian subsidiary Alloy Trading S.A.  ("Alloy"),  Westbury imports
metals for its own use as well as for direct sale to third parties.

Alloy, a 98% owned subsidiary of Westbury, was incorporated in Peru in 1996. The
remaining 2% of the capital  stock of Alloy are owned by the two local  managers
of Alloy.  The long range purpose of Alloy is to develop  trading  opportunities
between  Peruvian  companies  and their  counterparts  worldwide  and to explore
opportunities  in metal related  activities  including gold and silver  bullion,
transactions with the mining industry, jewelry manufacturers,  and other similar
activities.






NOTE 3 - INVENTORIES


Inventories are stated at current market value.  Consistent with other companies
that  refine  and  produce  precious  metal  fabricated  products;  some  of the
Company's gold and silver  requirements are furnished by customers and suppliers
on a consignment basis.

Title to the consigned gold and silver remains with the Consignor.  The value of
consigned  gold and silver held by the Company is not included in the  Company's
Balance Sheet.  On March 31, 1999 the Company held $2,426,921 of precious metals
under a consignment  agreement  with Republic  National Bank. The Company's gold
and silver  requirements  are provided from a combination of owned  inventories,
precious metals which have been purchased and sold for future delivery, and gold
and silver received from suppliers and customers on a consignment basis.








NOTE 4 - 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 share
such as stock options and warrants. A reconciliation  between the numerators and
denominators of the basic and diluted net income per common share is as follows:


                                                                              Nine Months Ended
                                                                                   March 31,
                                                                          1999
1998

Net income (loss) (numerator for basic and diluted net income
   (loss) per common share)                                            $   96,116       $ (303,643)
                                                                       ----------       -----------

Weighted average common shares
   (denominator for basic net income (loss) per common share)          3,197,312         1,850,000

Effect of dilutive securities:
   Employee stock options                                                 325,000               0    .            
                                                                       ----------       --------------------------

Weighted average common and potential common shares
   outstanding (denominator for diluted income (loss) per
   common share)                                                       3,522,312        1,850,000
                                                                       ---------        ---------

Net income (loss) per common share-Basic                               $         .03    $       (.05)
                                                                       -------------    -------------

Net income (loss) per common share-Diluted                             $         .03     $       (.05)
                                                                       -------------     -------------


Potential  common  shares are not  included  for the nine months ended March 31,
1998 because they would be anti-dilutive.
</TABLE>

<PAGE>

ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Liquidity, Capital Resources and Other Financial Data

The  Company  has been  relying on a gold  consignment  program  and  internally
generated  funds to  finance  its  metal  purchases,  inventories  and  accounts
receivable.  Inventories  are  stated at market  value.  Consistent  with  other
companies that refine and produce precious metal fabricated products,  customers
and  suppliers on a consignment  basis  furnish some of the  Company's  gold and
silver  requirements.  Title to the consigned  gold and silver  remains with the
Consignor.  The value of  consigned  gold and silver  held by the Company is not
included in the Company's  inventory and there is no related liability recorded.
At March  31,  1999 the  Company  held  $2,426,921  of  precious  metal  under a
consignment  agreement  with  Republic  National  Bank for which the  Company is
charged a  consignment  fee based on current  rates.  There can be no assurances
that  fluctuations in the precious metals markets and credit would not result in
an  interruption  of  the  Company's  gold  supply  or the  credit  arrangements
necessary to allow the Company to support its accounts  receivable  and continue
the use of consigned  gold.  The Company has entered  into an agreement  for the
financing of its accounts receivable up to a maximum credit limit of $2,000,000.

Management  has entered into an agreement to purchase the assets and business of
Reliable Corporation of Waterbury,  CT.. Closing of this acquisition is expected
by  July  1,  1999.  Reliable  Corporation  is a major  manufacturer  of  silver
semi-fabricated products to the industrial manufacturing and plating industries.

The  activities  of this  acquisition  will be  integrated  with our  West  Tech
subsidiary.  With the addition of plant and equipment  management  believes that
there will be significant growth in this area.


Management  believes  that  operations  will  continue  to improve in the fourth
quarter  of fiscal  1999.  Through  diversification  in it's  refining  area and
greater  efficiencies in its catalyst operations higher profits are anticipated,
although  there  can  be no  assurances  that  management  will  continue  to be
successful in its efforts.

Results of Operations

Westbury  Metals Group,  through its  subsidiaries  engages in four  significant
areas of the  precious  metals  business  as  follows:  -industrial  commodities
management services including metals leasing,  financing arrangements,  cash and
forward  purchases  and  sales  for  internal  metals  management   requirements
-manufacturing  and sale of precious and base metal products for use by industry
-refining  services to generators and manufacturers of precious metals -catalyst
procurement  and  collection  for the  purpose of  processing  and  recovery  of
platinum group metals.

On September  29, 1998 the Company  acquired a property  adjoining  its refining
facility to house the catalyst procurement and processing operation.

Operating activities

Net cash provided (used) in operating  activities amounted to ($954,000) in 1999
and  $1,055,000  in 1998.  The cash used for operating  activities  increased by
$2,009,000. There was an increase in working capital requirements of $1,840,000,
which was necessitated by our new industrial products and industrial commodities
management divisions.


Investing activities

Net cash used by  investing  activities  for 1999  included the  September  1998
acquisition of 900 Shames Drive, Westbury, NY, in the amount of $530,000 for the
processing of catalysts and for administrative offices.




Financing activities

Net  cash  provided  by  financing  activities  for  1999 is from  new  accounts
receivable  financing  credit  facility of up to  $2,00,000  which  commenced in
October of 1998.

Comparison of Third Quarter 1999 versus Third Quarter 1998

Revenues were  $11,664,000 for 1999 compared to $844,000 for 1998.  There was an
increase of $10,260,000  from new activities  related to our industrial  product
sales and our  industrial  commodities  management  divisions and an increase of
$594,000 from our refining and processing activities. This increase is primarily
a result of expanded  operations outside of the refining services offered in the
past.

Selling,  general and  administrative  expenses  increased  by $104,000  for the
current  quarter as a result of new employees  hired to facilitate the expansion
of Westbury Metals Group, Inc. and for operations at the new divisions.

Income  before  taxes same  periods was  $72,574  and $ (188,309)  respectively.
Included  in  depreciation  and  amortization  for the  quarter  ended  1998 was
$140,600 of  goodwill  related to the  acquisition  of the  industrial  products
division  which was written off in total.  The provision for taxes is related to
our Peruvian subsidiary.


Comparison of Nine Months of 1999 versus Nine Months of 1998

Revenues were $26,318,000 for 1999 compared to $1,442,000 for 1998. There was an
increase of $22,533,000 from new activities related to our industrial  products'
sales and our  industrial  commodities  management  divisions and an increase of
$2,392,000  from our  refining  and  processing  activities.  This  increase  is
primarily  a result of  expanded  operations  outside of the  refining  services
offered in the past.

Selling,  general and  administrative  expenses  increased by $1,025,000 for the
current period as a result of new employees hired to facilitate the expansion of
Westbury Metals Group, Inc. and for operations at the new divisions.

Income  from  operations  for the same  periods  was  $140,152  and $  (283,986)
respectively.  Included in  depreciation  and  amortization  for the nine months
ended 1998 was $140,600 of goodwill related to the acquisition of the industrial
products  division  which was written off in total.  The  provision for taxes is
related to our Peruvian subsidiary

Year 2000

Many currently  installed  computer systems,  software products and manufactured
products that utilize microprocessors are coded to accept only two-digit entries
in the date code field.  These date code  fields will need to accept  four-digit
entries to distinguish  twenty-first century dates. This is commonly referred to
as the "Year 2000 issue". The Company is aware of the Year 2000 issue and during
fiscal  1998  commenced  a program  to  identify,  remediate,  test and  develop
contingency  plans  for  the  Year  2000  issue  (the  "Y2K  Program"),   to  be
substantially completed by the fall of 1999.

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

As of March 31, 1999, the results of the assessment  being  conducted  under the
Y2K Program were as follows:

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

         Customers: The Company intends to solicit statements of compliance from
its key customers with respect to their CIS. In the event that its key customers
are unable to certify that they will be Year 2000 compliant by the fall of 1999,
the Company will be assessing the accounts  receivable  collection  risk of such
key customers.

     Costs:  The cost to replace  the  existing  software  programs  used in the
Company CIS has already been expended.

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




ITEM 6- EXHIBITS AND REPORTS ON FORM 8-K

         (b) Reports on Form 8-K

     On May 5, 1999 the Company filed a report on Form 8-K, Item 2-  Acquisition
of Disposition of Assets.


<PAGE>

                                                     SIGNATURE


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



                                             WESTBURY METALS GROUP, INC.

                                          By:______________________________
                                                     David Nadler
                                                 Chief Financial Officer




Date:    May 17, 1999