WESTBURY METALS GROUP INC, S-1/A, 2000-05-10

WESTBURY METALS GROUP INC
S-1/A, 2000-05-10
METAL MINING

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000
REGISTRATION NO. 333-34430

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
WESTBURY METALS GROUP, INC.
(Exact name of registrant as specified in its charter)
--------------
<TABLE>
<S> <C> <C>
NEW YORK 6770 11-3023099
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

750 SHAMES DRIVE
WESTBURY, NEW YORK 11590
(516) 997-8333
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
MANDEL SHERMAN
CHIEF EXECUTIVE OFFICER
WESTBURY METALS GROUP, INC.
750 SHAMES DRIVE

WESTBURY, NEW YORK 11590

(516) 997-8333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
MARC D. BASSEWITZ
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF SHARES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED (1) PRICE PER SHARE (2) AGGREGATE OFFERING PRICE REGISTRATION FEE (3)
(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par 4,960,373 $4.171875 $20,694,056 $5,463.23
value
====================================================================================================================================
</TABLE>

(1) Represents 3,187,780 shares of common stock issued and outstanding and
1,772,593 shares of common stock issuable upon exercise of warrants by
the selling stockholders.

(2) Estimated solely for the purpose of computing the amount of
registration fee in accordance with Rule 457(c) using the average of
the bid and ask sale prices reported on the Nasdaq Bulletin Board for
Westbury Metal Group's common stock on April 6, 2000.

(3) A fee of $3,464.17 was paid to the Commission in connection with the
initial filing on April 10, 2000.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

PROSPECTUS

WESTBURY METALS GROUP, INC.

4,960,373 SHARES OF COMMON STOCK

This prospectus relates to the public offering of up to 4,960,373
shares of our common stock held by the stockholders named in this prospectus and
the person(s) to whom the stockholders may transfer their shares, including
shares of common stock to be acquired upon exercise of warrants. The selling
stockholders and any broker-dealer who may participate in sales of the shares
may use this prospectus. See "Plan of Distribution."

The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive proceeds from the sale of the shares. We will
bear substantially all expenses of registration of the shares, and the selling
stockholders will pay any underwriting fees, discounts or commissions, and
transfer taxes.

Our common stock is traded on the Nasdaq Bulletin Board under the
symbol "WMET." On May 9, 2000, the average of the bid and ask sale prices for
the common stock as reported on the Nasdaq Bulletin Board was $ 2.59375 per
share.

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

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 4.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The date of this Prospectus is May 12, 2000

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

<PAGE> 3

TABLE OF CONTENTS

Page
----

PROSPECTUS SUMMARY.......................................................1

RISK FACTORS.............................................................4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........................8

USE OF PROCEEDS..........................................................9

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS..............9

SELECTED CONSOLIDATED FINANCIAL DATA....................................10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................................11

BUSINESS................................................................17

MANAGEMENT..............................................................22

CERTAIN TRANSACTIONS....................................................26

PRINCIPAL STOCKHOLDERS..................................................28

THE SELLING STOCKHOLDERS................................................29

PLAN OF DISTRIBUTION....................................................34

DESCRIPTION OF CAPITAL STOCK............................................36

LEGAL MATTERS...........................................................37

EXPERTS.................................................................37

WHERE YOU CAN FIND INFORMATION..........................................37

You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of Westbury Metals Group common stock
only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.

<PAGE> 4

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this
prospectus. This summary is not complete and does not contain all of the
information you should consider before investing in our common stock. You should
read the entire prospectus carefully, especially the risks of investing in our
common stock discussed under "Risk Factors" and the financial statements and
notes thereto, before deciding to invest in shares of our common stock.

WESTBURY METALS GROUP

We are a rapidly growing provider of integrated fabrication,
reclamation, refining, processing, and financial and risk management services to
small and medium sized consumers of precious metals and intermediate industrial
products. Our primary focus is on the manufacture and sale of base and precious
metal products to industrial users. We also reclaim precious and specialty
metals from scrap and industrial residue from industrial scrap and provide
industrial commodity management services to industrial users. Management has
built the company through a series of strategic acquisitions of small to
medium-sized metals companies and through internal growth. Our revenues have
grown from approximately $1.5 million for the fiscal year ended June 30, 1997 to
approximately $34.5 million for the fiscal year ended June 30, 1999 and from
approximately $14.6 million for the six months ended December 31, 1998 to
approximately $36.5 million for the six months ended December 31, 1999.

We provide a broad range of processing, refining and financial services
in connection with reclamation of precious and specialty metals from primary and
secondary sources. We reclaim 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, we either
purchase the reclaimed metal or return it to the customer. Through our 98% owned
Peruvian subsidiary, Alloy Trading S.A., we import metals for our own use, as
well as for direct sales to third parties.

Through our subsidiaries, we operate in three inter-related areas of
the precious metals business:

- Industrial Products - We manufacture and sell customized,
value-added precious and base metal products principally to the
North American metal finishing and plating industry.

- Metal Processing - We reclaim precious and specialty metals
materials through processing and refining services, including
platinum group metals from used automotive catalytic converters.

- Industrial Commodities Management - We buy, sell and finance metal
for our own account and for our customers and offer hedging and
risk management services, including spot fixing market pricing and
forward contracts, to our customers.

We believe that we are one of only a few companies that offers a full
range of precious metal related services to small and medium-sized customers. We
offer services to our customers throughout the entire operating cycle - from
fabrication through recycling back to fabrication, together with hedging and
risk management services. We believe that our ability to address our customers'
needs throughout their precious metal usage cycle distinguishes us from most of
our competitors and positions us to expand sales to our existing customers.

We were incorporated in New York in August 1990 under the name Rosecap,
Inc. Westbury Metals Group, Inc. and our subsidiaries were formed through a
reverse merger of Westbury Acquisition Corporation and Westbury Alloys, Inc. on
March 31, 1998. On June 18, 1998, we changed our name to Westbury Metals Group,
Inc. Our principal executive offices are located at 750 Shames Drive, Westbury,
New York 11590, and our telephone number is (516) 997-8333.

1
<PAGE> 5
THE OFFERING

<TABLE>
<S> <C>
Common stock offered by selling stockholders:
Common stock ............................... 3,187,780 shares
=========
Common stock issuable upon the
exercise of warrants...................... 1,772,593 shares
=========
Common Stock outstanding...................... 5,270,028 shares*

Use of proceeds............................... We will not receive any
proceeds from this offering.
All proceeds will be received
by the selling stockholders.
We will receive the net
proceeds from the exercise,
if any, of warrants.

Nasdaq OTC Bulletin Board symbol.............. "WMET"
</TABLE>

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

* Based on the shares of common stock outstanding as of March 31, 2000.
Excludes:

- - 1,269,818 shares of common stock issuable upon exercise of warrants held by
selling stockholders at an exercise price of $4.00 per share;

- - 502,775 shares of common stock issuable upon exercise of warrants held by
selling stockholders at an exercise price of $2.25 per share;

- - 93,273 shares of common stock issuable upon exercise of warrants held by
Alliance Capital Investment Corp. at an exercise price of $9.00 per share;
and

- - an aggregate of 750,000 shares of common stock reserved for issuance under
our stock option plan of which 389,000 shares are subject to outstanding
options, at a weighted average exercise price of $2.02 per share.

<PAGE> 6
SUMMARY FINANCIAL DATA
(in thousands, except per share data and shares outstanding)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEAR ENDED JUNE 30, DECEMBER 31,
-------------------------- ----------------------
1995(1) 1996(1) 1997 1998 1999 1998 1999
---- ---- ---- ---- ---- ---- ----
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenue.............................. $ - $ - $1,541 $ 3,300 $ 34,470 $ 14,594 $ 36,475
Total cost of sales........................ - - 704 2,143 31,422 13,269 34,575
------ ------- ------ ---------- ---------- --------- ----------

Gross profit............................... - - 837 1,157 3,048 1,325 1,900
Total operating expenses................... 6 6 874 1,472 2,900 1,248 2,062
------ ------- ------ ---------- ---------- --------- ----------

(Loss) earnings from operations............ (6) (6) (37) (315) 148 77 (162)
Net (loss) income ......................... $ (6) $ (6) $ (103) $ (424) $ (185) $ 59 $ (568)
------ ------ ------ ---------- ---------- --------- ----------

Net (loss) income
per share-basic and diluted............ $(0.10) $(0.10) $(0.05) $ (0.20) $ (0.06) $ 0.02 $ (0.17)
====== ====== ====== ========== ========== ========== ==========

Weighted average number of shares
outstanding-basic and diluted.......... 62,500 62,500 1,937,500 2,173,139 3,197,586 3,197,312 3,415,885
====== ====== ========= ========== ========== ========== ==========
</TABLE>

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

(1) Reflects financial data for Rosecap, Inc., predecessor to Westbury Metals
Group, Inc.

AS OF JUNE 30, 1999 AS OF DECEMBER 31, 1999
------------------- -----------------------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents.......................................... $1,242 $1,365
Total current assets............................................... $5,305 $7,408
Total assets....................................................... $9,157 $11,280
Current liabilities................................................ $5,300 $3,376
Long-term debt..................................................... $1,342 $2,680
Total stockholders' equity......................................... $2,515 $5,224
</TABLE>

3
<PAGE> 7

RISK FACTORS

This offering and an investment in our common stock involve a high
degree of risk. You should carefully consider the following risk factors and the
other information in this prospectus before investing in our common stock. Our
business and results of operations could be seriously harmed by the following
risks. The trading price of our common stock could decline due to any of these
risks, and you may lose all or part of your investment. The risks described
below are not the only ones we face.

IMPLEMENTATION OF BUSINESS STRATEGY

Our objective is to achieve revenue and margin enhancements through
aggressive cross-selling of our fabrication, refining and risk management
services to existing customers. We also intend to pursue acquisitions on a
strategic basis to complement our business strengths and further expand our
capabilities.

Our ability to achieve our objectives is subject to a variety of
factors, many of which are beyond our control, and we may not be successful in
implementing our strategy. In addition, the implementation of our strategy may
not improve our operating results. We may decide to alter or discontinue certain
aspects of our business strategy and may adopt alternative or additional
strategies due to competitive factors or factors not currently foreseen, such as
unforeseen costs and expenses or events beyond our control, such as economic
downturn.

One element of our growth strategy is to pursue acquisitions,
investments and strategic alliances that either expand or complement our
business. We may not be able to identify acceptable opportunities or complete
any acquisitions, investments or strategic alliances on favorable terms or in a
timely manner. Acquisitions and, to a lesser extent, investments and strategic
alliances involve a number of risks, including:

- the diversion of management's attention to the assimilation of the
operations and personnel of the new business,

- adverse short-term effects on our operating results, and

- the inability to successfully integrate new businesses with our
existing business, including financial reporting, management and
information technology systems.

In addition, we may require additional debt or equity financings for
future acquisitions, investments or strategic alliances which may not be
available on favorable terms, if at all. We may not be able to successfully
integrate or operate profitably any new business we acquire and we cannot assure
you that any other investments we make or strategic alliances we enter into will
be successful.

ABSENCE OF COMBINED OPERATING HISTORY; RISKS OF INTEGRATING ACQUIRED COMPANIES

We entered into our current line of business in 1998. Each acquired
company was operated as a separate independent entity prior to its acquisition,
and we cannot assure you that we will be able to integrate the operations of
these businesses successfully or to institute the necessary systems and
procedures, including accounting and financial reporting systems, to manage the
combined enterprise on a profitable basis. The historical results of the
acquired companies cover periods when the acquired companies and Westbury Metals
Group were not under common control or management and may not be indicative of
our future financial or operating results. Our inability to successfully
integrate acquisitions would have a material adverse effect on our business,
financial condition and results of operations and would make it unlikely that
our acquisition program will be successful.

ABSENCE OF PROFITABILITY

We have incurred net operating losses since our inception. Net losses
for the years ended June 30, 1998 and 1999 and for the six months ended December
31, 1999 were $424,441, $184,694 and $567,509, respectively. We may continue to
incur losses as we expand and we may never become profitable, or if we achieve
profitability, we may be unable to remain so. Our future profitability will
depend on a number of factors, including the

4
<PAGE> 8

availability of capital and our ability to implement our business plan. Our
operating results will also depend on factors beyond our control, such as the
strength of competition and the market for our products and services.

POSSIBLE IMPACT OF VARYING METAL PRICES

The principal materials used by us are silver, gold and platinum and
various specialty metals. The metals industry as a whole is cyclical, and at
times pricing and availability of raw materials in the metals industry can be
volatile due to numerous factors beyond our control, including general, domestic
and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, adversely affect our net sales, operating margin and
net income. We maintain substantial inventories of metal to accommodate our
needs and the requirements of our customers. Our commitments for metal purchases
are generally at prevailing market prices in effect at the time we place our
orders. Although we hedge our precious metal inventories, we have no long-term,
fixed-price purchase contracts. During periods of rising raw materials prices,
we may be unable to pass any portion of such increases on to our customers. When
raw material prices decline, customer demands for lower prices could result in
lower sale prices and, as we use existing inventory, lower margins. Changing
metal prices could adversely affect our operating margin and net income.

HEDGING UNCERTAINTIES

All of the precious metal inventory that we own is subject to the price
fluctuations of the commodities market. In order to protect the inherent value
of the metal once it is purchased, we hedge our precious metal against these
market fluctuations. Hedging consists of the sale or purchase of forward
contracts for the physical delivery of metal. When we purchase precious metal,
we sell a forward contract to protect against fluctuating market prices.
Conversely, when we sell precious metal, we buy a contract to close the
transaction. Futures contracts are measured at market value with unrealized
gains and losses reflected in operations during the period.

We maintain forward and futures contract facilities with principals and
brokerage firms that operate daily in the selling and buying of precious metals.
The continuing availability of these facilities is not assured, and therefore we
may be at risk in the event there is not a counter-party with which a future or
forward contract can be executed. Also, there may be market circumstances when
the price of a precious metal is very volatile, meaning that the market price is
quickly changing. In these situations we may not be able to sell or buy a
contract at a price, which fully protects our corresponding purchase or sale
price.

EXCESS CAPACITY

There is significant excess capacity in the U.S. precious metals
refining industry. The existence of such excess capacity may constrain prices
that we and our competitors can charge for our services, which could negatively
impact profit margins.

CYCLICALITY OF DEMAND

We sell many of our products to industries that experience significant
fluctuations in demand based on economic conditions, energy prices, consumer
demand and other factors beyond our control. We may be unable to increase or
maintain our level of sales in periods of economic stagnation or downturn.

COMPETITION

We are engaged in a highly fragmented and competitive industry. We
compete with a large number of other medium-sized value-added precious metals
refiners/reclaimers on a regional and local basis, some of which may have
greater financial resources than us. We also compete to a lesser extent with
large precious metals refiners, who typically sell to very large customers
requiring regular shipments of large volumes of precious metals. We may also
face competition for acquisition candidates from those large refiners that have
acquired a number of metals service center businesses during the past decade.
Other smaller metals refiners/reclaimers may also seek

5
<PAGE> 9

acquisitions from time to time. Increased competition with respect to
acquisitions and for increased sales to new and existing customers could have a
material adverse effect on our net sales and profitability.

DEPENDENCE ON FUTURE FINANCING

We operate in a capital intensive industry. We believe that we will
require additional financing in the future to continue to make key acquisitions,
to maintain sufficient inventories of precious metals and for working capital.
We plan to seek the additional financing we will require through the sale of
additional debt or equity securities, through bank loans or through strategic
partnerships. Over the past few years, some banks that had traditionally offered
metal loans and hedging services have stopped making metal and asset-based loans
and bank or other financing necessary to our business plan may be unavailable or
available only on terms unacceptable to us. If we are not able to secure future
financing, we may have to reduce overall operations, reduce our precious metal
inventories or forego expansion opportunities.

DEPENDENCE ON KEY PERSONNEL

Our success depends, in large part, upon the talents and skills of
Mandel Sherman and other senior managers. On January 1, 1998, Westbury Alloys,
Inc. entered into a three-year employment agreement with Mr. Sherman. In
addition, we have taken out a $1,000,000 keyman life insurance policy for Mr.
Sherman. To the extent that any of our management personnel is unable or refuses
to continue association with us, a suitable replacement would have to be found.
We may be unable to find suitable replacements for such personnel.

IMPACT OF ENVIRONMENTAL AND OTHER REGULATION

As a manufacturer, refiner and reclaimer of precious metals, we are
subject to the requirements of federal, state and local environmental and
occupational health and safety laws and regulations of the U.S. and foreign
countries. Our refining activities are subject to extensive and rigorous
government regulations designed to protect the environment from wastes,
emissions and hazardous substances, particularly with respect to the emissions
of air pollutants, the discharge of treated water, and the disposal and storage
of hazardous substances. We and our predecessors have operated manufacturing
facilities since 1968 and have used, generated and disposed of various
substances and wastes which are or may be considered hazardous. For example, we
dispose of treated water from our refining process from our Westbury, New York
facility. Although we believe that our facilities are in substantial compliance
with environmental laws currently applicable to our storage and disposal
activities, additional environmental issues and related matters may arise
relating to past activities that could require significant expenditure. In
addition, we cannot assure you that we have been or will be at all times in
complete compliance with all such requirements or that we will not incur
material costs or liabilities in connection with such requirements in the
future. These requirements are complex, constantly changing and have tended to
become more stringent over time. It is possible that these requirements may
change or liabilities may arise in the future in a manner that could have a
material adverse effect on our business.

CONTROL BY EXISTING SHAREHOLDERS

As of March 31, 2000, directors, executive officers and principal
shareholders of Westbury Metals Group, and certain of their affiliates, owned
beneficially approximately 28.23% of our outstanding common stock. Accordingly,
these shareholders, individually and as a group, may be able to influence the
outcome of shareholder votes, including votes concerning the election of
directors, adopting or amending provisions in our Certificate of Incorporation
and By-laws and approving certain mergers or other similar transactions, such as
sales of substantially all of our assets. Such control by existing shareholders
could delay, defer or prevent a change in control transaction.

LIMITED FLOAT

Although our common stock is available for trading on the NASDAQ
Bulletin Board, there is currently no active trading market for the common
stock.

6
<PAGE> 10

POSSIBLE VOLATILITY OF STOCK PRICE IN THE PUBLIC MARKET

The securities markets have from time to time experienced significant
price and volume fluctuations that may be unrelated to the operating performance
of particular companies. The market prices of the common stock of many publicly
traded precious metals companies have in the past been, and can in the future be
expected to be, especially volatile. Environmental regulatory developments,
fluctuations in the prices of gold and silver and economic and other external
factors, as well as period-to-period fluctuations in our financial results, may
have a significant impact on the market price of our common stock. Sales of
common stock in the public market could adversely affect prevailing market
prices.

ADDITIONAL SECURITIES AVAILABLE FOR ISSUANCE

Our certificate of incorporation authorizes the issuance of 50,000,000
shares of common stock. At this time 5,270,028 shares of common stock have been
issued. Accordingly, investors purchasing shares in this offering will depend
upon the judgment of management in connection with the future issuance and sale
of shares of our capital stock, whether in acquisition transactions or capital
raising transactions. Additional share issuances may substantially dilute the
investment of our existing stockholders.

<PAGE> 11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Private Securities Litigation Reform Act of 1995 contains safe harbor
provisions that cover these forward-looking statements. These statements, which
include statements regarding the anticipated business operations of Westbury
Metals Group described in "Prospectus Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
elsewhere in this prospectus relate to expectations concerning matters that are
not historical facts. We intend to identify forward-looking statements with
words such as "projects," "believes," "anticipates," "expect," "intend,"
"plans," "may" or similar words and expressions. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or of our financial
condition or state other forward-looking information. However, there may be
events in the future that we are not able to predict or control. The factors
listed in the sections captioned "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," as well as any
cautionary language in this prospectus, provide examples of risks, uncertainties
and events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. Before you invest in
our common stock, you should be aware that the occurrence of the events
described in "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this prospectus
could have a material adverse effect on our business, operating results and
financial condition.

8
<PAGE> 12

USE OF PROCEEDS

All of the shares of our common stock are being sold by the selling
stockholders. We will not receive any proceeds from the sale of the shares. We
will receive the net proceeds from the exercise, if any, of the warrants. If all
of the warrants are exercised the, we will receive $6,210,515.75 in net
proceeds, which we intend to use for general corporate purposes.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The following table sets forth the high and low closing bid prices for
the periods indicated as reported by the Nasdaq Bulletin Board and do not
include retail mark-ups, mark-downs, or commissions and do not necessarily
represent actual transactions. We commenced trading on the Nasdaq Bulletin Board
in September 1998 under the symbol "WMET."

High Bid Low Bid
-------- -------
<S> <C> <C>
Fiscal Year 1998:

First Quarter Not Traded Not Traded
Second Quarter Not Traded Not Traded
Third Quarter Not Traded Not Traded
Fourth Quarter Not Traded Not Traded

Fiscal Year 1999:

First Quarter Not Traded Not Traded
Second Quarter $ 3.0 $ 3.0
Third Quarter 2.375 3.1875
Fourth Quarter 3.0 3.625

Fiscal Year 2000:

First Quarter 3.625 2.75
Second Quarter 4.5 2.75
Third Quarter 4.625 4.0625
Fourth Quarter (through April 30, 2000) 4.125 2.5

</TABLE>

At March 31, 2000, we had 245 holders of record of our common stock.

We have not paid any cash dividends on our common stock to date and do
not anticipate declaring or paying any cash dividends in the foreseeable future.

<PAGE> 13
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data and shares outstanding)

SIX MONTHS
----------
FISCAL YEAR ENDED JUNE 30, ENDED DECEMBER 31,
----------------------------------- -----------------------
1995 (1) 1996 (1) 1997 1998 1999 1998 1999
------- -------- ---------- ---------- ---------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenue:
Precious metal sales........... - - - $ 1,425 $ 29,132 $ 12,272 $ 31,078
Refining....................... - - 1,541 1,875 5,338 2,322 5,397
------- ------- ---------- ---------- ---------- ---------- ----------
Total Revenue............... - - 1,541 3,300 34,470 14,594 36,475
------- ------- ---------- ---------- ---------- ---------- ----------
Cost of Sales:....................
Cost of precious metal sales... - - - 1,336 27,971 11,360 30,383
Cost of refining............... - - 704 807 3,451 1,909 4,191
------- ------- ---------- ---------- ---------- ---------- ----------
Total Cost of Sales......... - - 704 2,143 31,422 13,269 34,575
------- ------- ---------- ---------- ---------- ---------- ----------

Gross Profit...................... - - 837 1,157 3,048 1,325 1,900
------- ------- ---------- ---------- ---------- ---------- ----------
Operating Expenses:
Selling, general and 6 6 735 1,377 2,733 1,175 1,828
administrative expenses........
Depreciation and amortization.. - - 139 95 167 73 234
------- ------- ---------- ---------- ---------- ---------- ----------
Total Operating Expenses.... 6 6 874 1,472 2,900 1,248 2,062
------- ------- ---------- ---------- ---------- ---------- ----------
(Loss) Earnings from Operations... (6) (6) (37) (315) 148 77 (162)

Other Expenses (Income):
Interest expense............... - - 57 132 276 70 415
Interest income................ - - - (22) (29) (31) -
Other income................... - - - - - (29) 9
------- ------- ---------- ---------- ---------- ---------- ----------
Total Other Expenses........ - - 57 110 247 10 406
------- -------- ---------- ---------- ---------- ---------- ----------
(Loss) Earnings before Provision (6) (6) (94) (424) (99) 67 (568)
for Income Taxes

Provision for Income Taxes........ - - 9 - 86 (8) -
------- ------- ---------- ---------- ---------- ---------- ----------
Net (Loss) Income................. $ (6) $ (6) $ (103) $ (424) $ (185) $ 59 $ (568)
------- ------- ---------- ---------- ---------- ---------- ----------

Net (Loss) Income Per Share - $ (0.10) $ (0.10) $ (0.05) $ (0.20) $ (0.06) $ 0.02 $ (0.17)
basic and diluted................. ======= ======= ========== ========== ========== ========== ==========

Weighted Average Number of Shares 62,500 62,500 1,937,500 2,173,139 3,197,586 3,197,312 3,415,885
Outstanding - Basic and Diluted... ======= ======= ========== ========== ========== ========== ==========
</TABLE>

(1) Reflects financial data for Rosecap, Inc., predecessor to Westbury
Metals Group, Inc.

AS OF JUNE 30, AS OF DECEMBER 31,
-------------------------------------------------------- -------------------
CONSOLIDATED BALANCE SHEET DATA: 1995 1996 1997 1998 1999 1998 1999
---- ---- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents........... $16 $11 $ 73 $ 878 $ 1,242 $ 635 $ 1,365
Total current assets................ 16 11 1,578 2,851 5,305 4,041 7,408
Total assets........................ 16 11 2,187 3,632 9,157 5,366 11,280
Current liabilities................. 2 3 2,155 984 5,300 2,347 3,376
Long-term debt...................... - - 15 - 1,342 312 2,680
Total stockholders' equity ......... 14 8 17 2,648 2,515 2,707 5,224
</TABLE>

10
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

Through our subsidiaries, we engage in four significant areas of the
precious metals business.

- - WESTBURY INTERNATIONAL, INC.
Commodity and risk management services, including metals leasing,
financing arrangements, cash and forward purchases and sales for
internal metals management requirements.

We expect to enter into long-term contracts for both the procurement
and sale of precious metals on both a domestic and international
basis.

- - RELIABLE-WEST TECH, INC.
Manufacture and sale of precious and base metal products for use by
industry.

- - WESTBURY ALLOYS, INC.
Refining services to accumulators and manufacturers of precious metals.

- - WEST-CAT (trade name)
Catalyst procurement and collection for the purpose of processing and
recovery of platinum group metals.

Our strategy of increasing sales volume through acquisitions was partly
accomplished in June 1999 when we purchased Reliable Corporation. Reliable
Corporation manufactures various forms of silver anode products for use by the
plating business that services various industries. In addition to this product
line, Reliable has the capability and capacity to produce other mill products
without incurring significant capital investment. The integration of this
operation into Westbury Metals Group has shifted our principal focus of our
business from refining and reclamation services to a mix of products and
services that provide improved gross margins and increased diversification.

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of revenue, certain
items appearing in our statements of operations for the indicated periods:

FISCAL YEAR ENDED SIX MONTHS ENDED
JUNE 30, DECEMBER 31,
------------------------ ------------------------
Revenues: 1999 1998 1999 1998
- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales................................. 84.5% 43.2% 85.2% 84.1%
Refining.............................. 15.5 56.8 14.8 15.9
----- ----- ----- -----
Total Revenues........................ 100.0% 100.0% 100.0% 100.0%
</TABLE>

The net loss for the years ended June 30, 1999 and June 30, 1998 was ($184,694)
and ($424,441), respectively. The net loss per diluted share for the years ended
June 30, 1999 and June 30, 1998 was ($.06) and ($.20), respectively. The net
(loss) income for the six months ended December 31, 1999 and December 31, 1998
was ($567,509) and $59,604, respectively. The net (loss) income per diluted
share for the six months ended December 31, 1999 and December 31, 1998 was
($0.17) and $0.02, respectively.

COMPARISON OF SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998

Revenues were $36,474,799 for the six months ended December 31,1999
compared to $14,594,357 for the six months ended December 31, 1998. Of the total
increase, $18,805,641 related to the industrial product sales and industrial
commodities management divisions, while $3,074,801 related to our refining and
processing activities. The increases at our industrial product sales and our
industrial commodities management divisions are directly

11
<PAGE> 15

related to the new financing arrangement with the bank, the acquisition of
Reliable Corporation, and the expanded operations of the refining division.

Reliable-West Tech commenced operations on April 1, 1998 and acquired
substantially all of the assets of Reliable Corporation on June 30, 1999. For
the six months ended December 31, 1999, this subsidiary recorded gross revenues
of $10,525,737. The industrial commodities management division, which started
business in July 1998, was responsible for an additional $20,552,553 in gross
revenues for the six months ended December 31, 1999. The revenues relate to
precious metal sales to industrial end users. Combined product and precious
metal sales were $31,078,290 for the six months ended December 31, 1999 compared
to $12,272,649 for the six months ended December 31, 1998, resulting in an
increase of $18,805,641.

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

The percentage of total revenues for the six months ended December 31,
1999 compared to the six months ended December 31, 1998 by revenue source were
as follows: product and precious metal sales were 85.2% and 84.1%, respectively,
and refining revenues were 14.8% and 15.9%, respectively.

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

Cost of refining revenues were $4,191,312 or 77.7% of refining fees for
the six months ended December 31, 1999 compared to $1,908,515 or 82.2% of
refining fees for the six months ended December 31, 1998. This decrease of 4.5%
in cost of refining is primarily due to the increased volume in catalysts, which
more amply covered the primarily fixed labor and facility costs.

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

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

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

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash used in operating activities was $3,118,116 for the six months
ended December 31, 1999 compared to $973,291 for the six months ended December
31, 1998, an increase of $2,144,825. Cash used in operating activities was
primarily due to the net loss generated from operations, as well as increases in
inventory, decreases in due to customers and the repayment of the promissory
note to the shareholders of Reliable Corporation.

CASH FLOWS FROM INVESTING ACTIVITIES

<PAGE> 16

Net cash used in investing activities for the six months ended
December 31, 1999 was $170,010 and primarily included the acquisition of
equipment for the processing of materials from the film industry and coin
blanking tools and dies.

Net cash used in investing activities for the six months ended
December 31, 1998 included the acquisition of the 900 Shames Drive, Westbury, NY
facility, for $510,000, which is primarily used for the processing of catalysts,
as well as for administrative offices.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities for the six months ended
December 31, 1999 is primarily due to $3,288,845 of net capital proceeds from
the private placement and exercise of stock warrants. Additionally, proceeds
from the new revolving credit agreement, which commenced in July 1999, and, the
issuance of a note for $2,000,000 in subordinated debt contributed to the cash
provided from financing activities. The increase was offset by the repayment of
the note payable to the former Reliable Corporation shareholder of $1,192,578
and the repayment of $691,779 of long-term debt, which included $500,000 related
to the subordinated note.

During the six months ended December 31, 1999, we issued 140,972 shares
of common stock to warrant holders at exercise prices of $2.00 and $2.25 per
share for net proceeds of $313,438.

COMPARISON OF FISCAL YEARS ENDED JUNE 30, 1999 AND 1998

Revenues were $34,469,788 for fiscal 1999 compared to $3,300,144 for
fiscal 1998. Of the total increase, $27,706,645 was attributable to increases in
industrial product sales and industrial commodities management activities, while
$3,462,999 was attributable to increases in our refining and processing
activities. This increase is primarily the result of expanding operations
outside of the refining services offered in the past.

Reliable-West Tech, our manufacturer and seller of base and precious
metal products for industrial uses commenced operations on April 1, 1998.
Reliable-West Tech recorded gross revenues of $8,907,529, compared to $1,425,315
for the four months in which it operated during fiscal 1998. The industrial
products management division started business in July 1998 and generated
$20,224,430 in gross revenues for fiscal 1999. The division revenues relate to
precious metal sales to industrial end users. Combined product and precious
metal sales were $29,131,960 for fiscal 1999 compared to $1,425,315 for fiscal
1998, resulting in an increase of $27,706,645.

Through the diversification of its refining area and greater
efficiencies in its catalyst operations, net refining revenues for fiscal 1999
were $5,337,828, compared to $1,874,829 for fiscal 1998, for an increase of
$3,462,999 or 185%.

The percentage of total revenues for fiscal 1999 compared to fiscal
1998 by revenue source were as follows: product and precious metal sales were
84.5% and 43.2%, respectively, and refining revenues were 15.5% and 56.8%,
respectively.

Cost of precious metal sales were $27,970,518 or 96.0% of sales for
fiscal 1999 compared to $1,335,607 or 93.7% of sales for fiscal 1998. This
increase of 2.3% in cost of sales is due to our strategy of increasing our
trading volume given the limitation of our capital base. Due to this strategy,
we hold our positions for shorter periods and receiving a lower average margin
on an increased volume of transactions.

Cost of refining revenue were $3,451,001 or 64.7% of refining fees for
fiscal 1999 compared to $807,221 or 43.5% of refining fees for fiscal 1998. This
increase of 21.2% in cost of refining is primarily due to the increased cost of
catalysts, and the related labor, facility and transportation costs.

Selling, general and administrative expenses increased by $1,355,521,
or 98.4%, in fiscal 1999, as we hired new sales, administrative and operations
employees to support our expansion.

13
<PAGE> 17
Depreciation and amortization expense was $166,897 for fiscal 1999
compared to $94,696 for fiscal 1998. This increase of $72,201, or 76.2%, was due
to the depreciation on the acquired building, machinery and equipment in the
current fiscal year and the full year impact on fixed assets acquired in the
prior fiscal year.

Interest expense was $276,148 for the year ended June 30, 1999 compared
to $132,090 for the year ended June 30, 1998. The increase of $144,058 or 109.1%
was primarily due to borrowings under the revolving credit facility which was
established in September 1998.

The provision for income taxes of $85,952 for the year ended June 30,
1999 is primarily attributable to the income derived from our 98% owned Peruvian
subsidiary.

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash used in operating activities was ($616,675) in fiscal 1999
compared to ($554,649) in fiscal 1998 which represents an increase of $62,026.
Working capital decreased by $1,861,623, primarily due to an increase in
accounts receivable and to the operating loss incurred in fiscal 1999, which
were partially offset by the increase in amounts due to customers.

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash used in investing activities in fiscal 1999 included the
September 1998 acquisition of the 900 Shames Drive, Westbury, New York facility,
for $510,000, which is primarily used for the processing of catalysts, as well
as for administrative offices.

On June 30, 1999, we purchased the land and building at which Reliable
Corporation operated its business for $185,000. Closing of this acquisition for
accounting purposes is June 30, 1999. The property is located at 302 Platts Mill
Road, Waterbury, Connecticut. The facility will be used for manufacturing and
sales offices for Reliable-West Tech.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities in fiscal 1999 is primarily
due to the proceeds received under the revolving credit agreement which
commenced in October 1998, as well as from the exercise of stock warrants.

During the fiscal year ended June 30, 1999, we issued 50,000 shares of
common stock upon exercise of warrants at an exercise price of $2.00 per share,
for total proceeds of $100,000.

LIQUIDITY AND CAPITAL RESOURCES

Working capital increased by $4,026,858, primarily due to the issuance
of stock, for the six month period ending December 31, 1999.

We had been relying on a gold consignment program and internally
generated funds to finance our metal purchases, inventories and accounts
receivable. Inventories are stated at current market value. On July 13 1999, we
negotiated with a bank a new revolving credit agreement, which included a
precious metal consignment facility. We now may borrow on consignment and fund
our gold, platinum, palladium and silver requirements. Title to the consigned
precious metals remains with the consignor. The value of consigned gold,
platinum, palladium and silver that we hold is not included in our inventory and
there is no related liability recorded. At June 30, 1999 and December 31, 1999
we held $2,401,638 and $4,264,398, respectively, of precious metal under the
consignment agreement with a bank for which we are charged a consignment fee
based on current market rates. Price fluctuations in the precious metals markets
may result in an interruption of our gold, platinum, palladium and silver
supplies and use of the precious metals consignment facility.

On September 28, 1998 we entered into a loan agreement with a credit
corporation for a $2,000,000 revolving line of credit used for working capital
requirements. We were charged an origination fee of 2% of the

<PAGE> 18
available line, an underutilized loan fee of 1% and interest at the prime rate
plus 2%. In July 1999, we 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 sublimit 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
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 agreement of the Westbury Metals Group, which is secured by a
first priority security interest in all of our tangible and intangible personal
property and by a pledge of the stock of Reliable-West Tech, Westbury
International, Inc. and Westbury Alloys, Inc. In addition, the same entities
issued a two-year subordinated term note to Alliance Capital Investments Corp.
in the amount of $2,000,000. Interest on the two-year subordinated term note
accrues at a rate equal to prime plus 4% and is payable monthly. The principal
portion of the two-year subordinated term note becomes due in July 2001. The
co-borrowers' obligations are secured by a second priority security interest in
their assets. As additional consideration for the loan, we also granted to
Alliance Capital Investments Corp. a warrant for the purchase of 90,000 shares
of our Common Stock at an exercise price of $9.00 per share. The warrants become
exercisable in July 2000 and expire in January 2002.

During the past two years, we have raised capital from the sale of
common stock and warrants to fund a portion of our cash flow needs and our
business expansion. In addition, we entered into the above referenced financing
agreement to fund our working capital. However, to date, we have incurred
losses, and therefore have not generated sufficient cash flow to fund our
overall expansion and growth plans. In order to continue our expansion and
growth strategy, we will need to raise additional capital from either the sale
of securities or the restructure of our working capital financing arrangements.
We may not be successful in raising additional capital or in restructuring our
working capital financing agreement. If we are unable to raise additional
capital or further leverage our assets, then we may have to curtail some of our
expansion and growth plans.

INFLATION

Inflation potentially affects us in two principal ways. First, a
portion of our debt is tied to prevailing short-term interest rates which may
change as a result of inflation rates, translating into changes in interest
expense. Second, general inflation can impact metals purchases and other costs.
In the past few years, however, inflation has not been a significant factor.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

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

RECENT DEVELOPMENTS

Our Management has been concentrating on building market share at
Reliable-West Tech through our internal sales force. With the acquisition of
Reliable Corporation, our management anticipates annual sales at Reliable-West
Tech to increase 300% in the current fiscal year ending July 30, 2000 compared
to the prior fiscal year. On March 31, 2000, we entered into a purchase and sale
agreement with SPM Corporation to acquire selected assets of SPM Corporation
related to its silver product line for a purchase price of $1.3 million, plus
accounts receivable and inventory. We closed this transaction on April 21, 2000.
We paid a purchase price of $2,426,878.90 in cash for the selected assets,
accounts receivable and inventory and delivered a promissory note in the
aggregate principal amount of $225,000. The promissory note provides for 8%
interest and will mature in 2008. The assets of SPM Corporation will be
consolidated with Reliable-West Tech.

During the quarter ended December 31, 1999, we became aware that the
third party refinery with whom we have contracted to process the catalytic
converter materials was returning recovered precious metals in an amount which
was less than industry averages. As a result, management has negotiated with the
refinery and has agreed with the initiation of an additional processing step,
which management feels will increase the recovery of precious metal and
correspondingly our revenue. We have reached a tentative agreement with the
refinery to jointly hire a consultant to handle the installation of these
processing changes. We anticipate that these processing changes will result in
better recoveries from refined materials. Management expects to review the
results of previous metals refined and negotiate an amicable arrangement to
cover any previous shortfalls since January 1, 1999. Management does not yet
have an estimate of the potential recovery, if any, nor have we reached any
agreements with respect to these matters.

<PAGE> 19
BUSINESS

OVERVIEW

We are a rapidly growing provider of integrated fabrication,
reclamation, refining, processing, and financial and risk management services to
small and medium sized consumers of precious metals and intermediate industrial
products. Our primary focus is on the manufacture and sale of base and precious
metal products to industrial users. We also reclaim precious and specialty
metals from scrap and industrial residue from industrial scrap and provide
industrial commodity management services to industrial users. Management has
built the company through a series of strategic acquisitions of small- to
medium-sized metals companies and through internal growth. Our revenues have
grown from approximately $1.5 million for the fiscal year ended June 30, 1997 to
approximately $34.5 million for the fiscal year ended June 30, 1999 and from
approximately $14.6 million for the six months ended December 31, 1998 to
approximately $36.5 million for the six months ended December 31, 1999.

We provide a broad range of processing, refining and financial services
in connection with reclamation of precious and specialty metals from primary and
secondary sources. We reclaim 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, we
either purchase the reclaimed metal or return it to the customer. Through our
98% owned Peruvian subsidiary Alloy Trading S.A., we import metals for our own
use, as well as for direct sales to third parties.

Through our subsidiaries, we operate in three inter-related areas of
the precious metals business:

- Industrial Products -- We manufacture and sell customized,
value-added precious and base metal products principally to the
North American metal finishing and plating industry.

- Metal Processing -- We reclaim precious and specialty metals
materials through processing and refining services, including the
reclamation of platinum group metals from used automotive catalytic
converters.

- Industrial Commodities Management -- We buy, sell and finance metal
for our own account and our customers and offer hedging and risk
management services, including spot fixing market pricing and
forward contracts to our customers.

We believe that we are one of only a few companies that offers a full
range of precious metal related services to small and medium-sized customers. We
offer services to our customers throughout the entire operating cycle -- from
fabrication through recycling back to fabrication, together with hedging and
risk management services. We believe that our ability to address our customers'
needs throughout their precious metal usage cycle distinguishes us from most of
our competitors and positions us to expand sales to our existing customers.

HISTORY

Our predecessor, Westbury Alloys, has been in operation since 1968. Our
current management acquired Westbury Alloys in 1996 and formed Westbury Metals
Group in March 1998.

Since our formation, we have achieved growth through the expansion and
development of our existing businesses and through strategic acquisitions. In
July 1998, we formed Westbury International, Inc., our Industrial Commodities
Management Division, which reinforces the marketing and operating capability of
our other subsidiaries. This division buys, sells and finances metal for our
other divisions and customers, managing Westbury Metal Group's price risk and
assuring timely metal availability, while seeking to reduce inventory and
maximize capital usage. The high cost of inventory and the significant price
fluctuations to which precious metals companies are susceptible makes critical
our ability to effectively manage our customers' price risk and flow of
inventory.

In January 1998, we entered into a joint venture with Stillwater Mining
Co. Stillwater, the largest platinum mining operation in North America, selected
us as its exclusive supplier of the processed

17
<PAGE> 20
automobile catalytic converter secondary material used to supplement
Stillwater's production of virgin platinum and palladium. We believe that this
joint venture is unusual in that it draws together a major precious metals
producer, such as Stillwater, and an outside service organization, such as
Westbury. Since inception of this venture, semi-annual volume has increased over
sixfold and recent capital investments have doubled the facility's [which
facility] capacity.

In July 1999, we acquired substantially all of the assets of Reliable
Corporation, a manufacturer of silver semi-fabricated products. The successful
integration of Reliable Corporation should significantly enhance our Industrial
Products Group's position in the North American metal finishing and plating
industries. We plan to expand this division to take advantage of the increase in
demand for silver in many rapidly growing industries, including the electronics
and telecommunications industries.

For the year ended June 30, 1999 and the six months ended December 31,
1999, Westbury Metals Group had revenue of $34,469,788 and $36,474,799, and
EBITDA of $344,303 and $81,588 respectively.

COMPETITIVE STRENGTHS

FULL SERVICE PROVIDER. We are one of a few companies in the precious
metals industry that offers a full range of services, including fabrication,
refining and risk management services, to small and mid-size companies. We
believe that our ability to offer our customers a sustainable operating cycle
from fabrication through recycling and back to fabrication distinguishes us from
most of our competitors and creates cross-marketing opportunities. We believe
that we can increase revenues without significantly increasing our overhead
costs by marketing additional services to existing customers.

WELL POSITIONED TO CAPITALIZE ON RAPIDLY GROWING INDUSTRIES. Precious
metals in various forms are critical to certain high-growth industries, such as
computers and telecommunications. Growth in such industries has stimulated an
increase in their demand for precious metals, such as silver. We are among the
leaders in supplying precious metals for use in advanced technology
applications.

ABLE TO RESPOND QUICKLY TO CUSTOMER NEEDS. We believe that our
financial strength and commodity management skills allow us to respond quickly
to changes in our precious metal needs and the needs of our customers. We
believe that our flexibility distinguishes us from most of our competitors and
is critical to success in an industry where the high value of precious metals is
a major deterrent to the maintenance of large inventories.

BUSINESS STRATEGY

EXPAND ON CROSS-SELLING OPPORTUNITIES. Because we have built much of
its customer base through acquisitions, many of our current customers purchase
from only one of our divisions. We intend to achieve revenue and margin
enhancements through aggressive cross-selling of our fabrication, refining and
risk management services to existing customers. Our goal is to earn a greater
share of each customer's total precious metals business by serving them
throughout a sustainable cycle from fabrication through recycling and back to
fabrication.

PURSUE STRATEGIC GROWTH OPPORTUNITIES THROUGH ACQUISITIONS. Management
expects that as the precious metals industry continues to consolidate,
opportunities for strategic acquisitions will continue to arise. We intend to be
proactive in this environment and, on a strategic basis, pursue acquisitions
that management believes will complement our key business strengths and further
expand our capabilities. We will seek to expand our silver-based Industrial
Products Division in the first phase of our acquisition plan. On March 31, 2000,
we entered into a purchase and sale agreement with SPM Corporation to acquire
selected assets of SPM Corporation related to its silver product line for a
purchase price of $1.3 million, plus accounts receivable and inventory. We
closed this transaction on April 21, 2000. We paid a purchase price of
$2,426,878.90 in cash for the selected assets, accounts receivable and inventory
and delivered a promissory note in the aggregate principal amount of $225,000.
The promissory note provides for 8% interest and will mature in 2008. The assets
of SPM Corporation will be consolidated with Reliable-West Tech. During phase
two of our acquisition strategy, we will target divisions of larger
conglomerates who seek to divest themselves of their precious metal
manufacturing operations. As we move along our acquisition and consolidation
campaign, we will seek out companies that can be vertically integrated to create
a more synergistic and profitable organization.

18
<PAGE> 21

PRODUCTS AND SERVICES

From our facilities in Westbury, New York, we provide a broad range of
processing, refining and financial services in connection with the reclamation
of precious and specialty metals from primary and secondary sources. We reclaim
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, we either purchase the
precious metal or return metal to the customer. Through our 98% owned Peruvian
subsidiary Alloy Trading S.A., we import metals for our own use, as well as for
the direct sales to customers.

We have not encountered significant difficulties in purchasing scrap or
raw materials for our refining process. Management is continually searching for
improved sources of materials and we believe that if any one source of raw
materials becomes unavailable, alternative sources of supply can be found at
comparable prices.

On July 1, 1998, we formed Westbury International, Inc. to provide risk
management services. These activities include metals leasing, inventory
financing, cash and forward purchases and sales for internal metals management
requirements. Westbury International also serves as a profit center that deals
with third parties.

RESEARCH AND DEVELOPMENT

We are engaged in various research and development activities,
including researching and developing refining and processing techniques that
produce less environmental waste. We are currently developing preparations of
precious and specialty metals to improve processing capabilities.

CONSULTANTS

On July 22, 1996, we entered into a five year consulting agreement with
Lawrence Raskin, former president of our predecessor, Westbury Alloys, Inc. The
consulting agreement contains certain confidentiality and non-compete provisions
which are operative during the term of the agreement and for given periods of
time after termination thereof.

From time to time we also retain consultants to assist in specific
requirements of product development and plant operations as well as the
administrative areas of computer systems and business plan development.

COMPETITION

ENVIRONMENTAL MATTERS

Environmental concerns are central to our business. Refining activities
are subject to extensive and rigorous governmental regulations designed to
protect the environment from wastes, emissions and from hazardous substances,
particularly with respect to the emissions of air pollutants, the discharge of
cooling water, and the disposal and storage of hazardous substances.

We believe that we are in compliance with present federal, state and
local air and water pollution controls and intend to remain so. However,
evolving federal, state and local air and water pollution control legislation
and

19
<PAGE> 22

regulations will continue to affect our operations and long-range planning.
During the fiscal year ended June 30, 1999 and the six-months ended December 31,
1999, we did not need to make any capital expenditures to comply with
environmental laws and regulations.

We cannot predict the direction of future laws or regulations designed
to protect the environment and control the discharge and disposal of hazardous
waste materials or their impact on our operations. Consequently, we are unable
to predict with any certainty our future expenditures for installation of
pollution control facilities or for legal and administrative expenditures. New
and expanding laws, regulations, administrative policies and control levels, new
pollution control technology and cost-benefit analysis based on future market
conditions are all factors which will affect future expenditures.

INTELLECTUAL PROPERTY

We have a variety of patents, trademarks and tradenames that we use in
connection with our processes and operations. Although we consider them
important to our business, none of them individually or in the aggregate is
material to our financial condition or results of operations.

CUSTOMERS

One of our customers, Internacional de Metales Preciosos S.A. de C.V.,
accounted for approximately 12% of our consolidated revenues in fiscal 1999.

EMPLOYEES

As of March 31, 2000, we had 47 employees, 15 of whom were in
administration, 7 of whom were in marketing and sales and 25 of whom were in
operations. All employees are full-time. Our employees are not unionized and we
believe that our relations with our employees are satisfactory.

SALES AND MARKETING

We maintain a highly experienced sales force for our customers that
require processing and refining services in connection with the reclamation of
precious and specialty metals from secondary sources. An expanding network of
suppliers has been established to procure catalyst materials from certain
automotive products, where platinum and palladium are recovered. We have entered
into an exclusive agreement with Sillwater Mining Corp., the largest miners of
platinum group metals in Northern Hemisphere, for the processing of these
catalytic materials.

We have recently registered the name West-Cat for use by the catalyst
refining division of Westbury Alloys, Inc. The new trade name will better
reflect the specific area of interest to customers.

PROPERTIES

We lease our premises at 750 Shames Drive, Westbury, New York, which
expires July 31, 2003. The facility is approximately 10,200 square feet and
serves as our corporate headquarters. While we have the option to buy the
premises at the end of the lease term, we currently have no intention of
exercising this option.

On September 29, 1998, we purchased an adjoining building at 900 Shames
Drive, Westbury, New York, consisting of approximately 13,000 square feet. This
facility currently houses our catalyst activities. We paid $510,000 for this
property, which is subject to a mortgage in the amount of $325,000.

On July 16, 1999, we purchased from Rajendra A. Shukla, the president
and sole shareholder of Reliable Corporation, the building and real property at
which Reliable operated its business for $185,000. This transaction was
effective as of June 30, 1999 for accounting purposes. Reliable-West Tech, Inc.
will continue to run its business operations from this location. The purchase
price was paid with a 6 year, 7% self amortizing promissory note from
Reliable-West Tech, Inc. in the principal amount of $185,000. The owner or
record of the property is Westbury Realty Management, Inc., one of our wholly
owned subsidiaries. The note was secured by the guaranty of Westbury Realty, and
such guaranty was secured by a first mortgage on the purchased real property.
The property,

20
<PAGE> 23
located at 302 Platts Mill Road, Waterbury, Connecticut, consists of a building
of approximately 13,000 square feet situated on approximately one acre of land.

Small administrative offices are under lease in Lima, Peru, where our
98% owned subsidiary operates.

MARKET RISK MANAGEMENT

We are exposed to market risks stemming from changes in interest rates,
foreign exchange rates and commodity prices. Changes in these factors could
cause fluctuations in our earnings and cash flows. In the normal course of
business, we actively manage our exposure to these market risks by entering into
various hedging transactions, authorized under company policies that place clear
controls on these activities. The counterparties in these transactions are
highly rated financial institutions, brokerage firms, and principals.

INTEREST RATES

We manage our debt structure and our interest-rate risk through the use
of fixed-and floating-rate debt. Our primary exposure is to U.S. interest rates.
Our working capital debt is priced on a variable rate basis. In addition, we
have a long-term loan, which is also a variable rate instrument. Changes in the
Prime Rate or London Interbank Offering Rate may adversely affect our earnings.
Our working capital loans are used to finance working capital assets; therefore
the duration of time that an adverse change in interest rates could impact us is
limited. Our variable rate long-term loan was repaid during the current fiscal
year, therefore we are no longer at risk to interest rate changes for this debt
instrument. We have the ability to reprice our products and services in the
event of a rapidly rising interest rate environment, which mitigates our
variable interest rate risk. Short-term interest rates increasing more than 100
basis points for a one-year period would have an approximate $35,000 negative
impact on earnings and cash flow, if we did not reprice our products and
services. Fixed debt is used to finance some of our long-term plant and
equipment assets. Our fixed rate instruments are competitively priced, so we
deem our exposure to a decrease in interest rates as nominal. In fact, given our
preponderant weighting of variable interest rate debt to fixed interest rate
debt, a decrease in rates would be beneficial.

FOREIGN CURRENCY RATES

Foreign currency fluctuations may affect our business activities
denominated in foreign currencies. Our primary exchange rate exposure is with
the costs incurred in Peru to operate our administrative office. These costs are
paid with local currency, while our revenue from this operation is in U.S.
dollars. An adverse change in the U.S. dollar versus the Peruvian currency could
cause a fluctuation in our earnings. A 5% fluctuation in the foreign currency
exchange rate would not have a material effect on our financial position or
results of operations.

COMMODITIES

The primary raw materials used in our manufactured products and
reclaimed by our refining business are exposed to commodity price changes. Our
primary commodity price exposures are to gold, silver, platinum, palladium, and
rhodium. We manage this risk through an integrated set of commodity-based
consignments, futures and forward contracts, futures options and swaps. The
future and forward contracts are hedges of each metal's respective purchase or
sale. Our goal is to hedge substantially all of our commodity transactions. In a
volatile market, when the metal price is either rapidly rising or falling, we
may be at risk with the price of a metal purchase or sale and its corresponding
hedge. The risk becomes a widening of the bid and ask price. Global demand and
supply factors are integral to our hedging strategies. We maintain a diverse
group of counterparty relationships in order to manage our risk to changes in
the supply and demand of these commodities. Some of these commodities prices and
costs of financing have been adversely affected by hoarding or supply controls
instituted by governments. If these supply restrictions are maintained for
periods of more than 60 days, then there could be an adverse impact on the cost
of borrowing the commodity and also its supply availability. Varied sources of
supply from primary and secondary markets and a diverse group of trading
counterparties are our primary means of managing our risk to supply
restrictions. We do not use derivative instruments on a speculative basis.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which we or any of our
subsidiaries are a party, other than ordinary litigation arising in the ordinary
course of business, none of which individually or in the aggregate are expected
to have a material adverse effect on our financial condition or on our business.

<PAGE> 24

MANAGEMENT

The following table sets forth, as of April 7, 2000, the name, age and
position of each of our directors and executive officers.

NAME AGE POSITION
- ---- --- --------

<S> <C> <C>
Mandel Sherman................................... 62 President, Chief Executive Officer and Director
Mark R. Buckley.................................. 52 Treasurer and Chief Financial Officer
Michael Huber.................................... 43 Senior Vice President
David W. Sass.................................... 64 Secretary
Michael A. O'Hanlon.............................. 52 Director
Michael Riess.................................... 58 Director

</TABLE>

MANDEL SHERMAN has been the President, Chief Executive Officer and
Director of Westbury since July 1996. From 1993 to 1995, Mr. Sherman acted as an
independent consultant to various investment firms. From 1983 to 1993, Mr.
Sherman participated in numerous real estate ventures as both an investor and
manager of developments with an approximate total value in excess of $30
million. From 1975 to 1983, Mr. Sherman served as the Chief Executive Officer
and President of Refinement International Company, which he founded in 1975.
Refinement International Company, a full service metals processing company with
financial capabilities and capital resources in precious metals and specialty
metals markets, exceeded sales of $350 million and was publicly traded on the
American Stock Exchange. From 1962 to 1975, Mr. Sherman served as the President
of Eastern Foundry Supplies, which he founded in 1962. Eastern Foundry Supplies
concentrated in the recovery of precious metals from the electronic and jewelry
industries. In 1967, Mr. Sherman was responsible for the sale of Eastern Foundry
Supplies to Whittaker Corp., a California-based company listed on the New York
Stock Exchange, where Mr. Sherman remained as President with sales of
approximately $10 million. Mr. Sherman received his BSBA in Business
Administration from Boston University in 1959.

MARK R. BUCKLEY has served as our Treasurer and Chief Financial Officer
since January 2000. Prior to joining Westbury, Mr. Buckley served first as
Executive Vice President of Little & Co., Inc., a precious metals manufacturer
of finished jewelry products, and then joined Armbrust International, Ltd. in a
similar role. Armbrust International is also a manufacturer of precious metal
finished jewelry products, primarily in silver. Previously, Mr. Buckley was
employed by Leach & Garner Company for fourteen years. Mr. Buckley started at
Leach & Garner Company as Vice President - Sales and Marketing. He was later
promoted to General Manager/Vice President. He next served Leach & Garner
Company as its Chief Financial Officer and Treasurer for seven years. Leach &
Garner Company is a leading manufacturer and distributor of precious metal
findings, mill products and fine jewelry. Mr. Buckley received his B.S. in
Business Administration from the University of Rhode Island.

MICHAEL HUBER has served as senior vice president of our commodities
management division since July 1998. Prior to joining Westbury Metals Group, Mr.
Huber was a senior executive at BancBoston/Rhode Island Hospital Trust, first as
vice president and senior trader in precious metals global capital markets from
1988 to 1996, and more recently, as first vice president of precious metals
asset based lending and global capital markets from 1996 to 1998. Mr. Huber
received his degree in accounting at Providence College. He is a director of the
Silver Users Association and a member of the International Precious Metals
Institute and Providence Jewelers Club.

DAVID W. SASS has served as Secretary of Westbury since March 1998. For
the past 38 years, Mr. Sass has been a practicing attorney in New York City and
is currently a senior partner in the law firm of McLaughlin & Stern, LLP,
counsel to Westbury. Mr. Sass is a director of Pallet Management Systems, Inc.,
a company engaged in the manufacture and repair of wooden pallets and other
packaging services; a director of BarPoint.com, Inc., a company that will
operate a patent pending search engine and software technology that allows
consumers to search for product specific information on the Internet; a director
of Genisys Reservation Systems, Inc., a company engaged in the Internet travel
business and a member and Vice Chairman of the Board of Trustees of Ithaca
College. Mr. Sass received a B.A. degree from Ithaca College, a J.D. from Temple
University and a L.L.M. in taxation from New York University.

22
<PAGE> 25

MICHAEL A. O'HANLON has served as a director since March 1998. Mr.
O'Hanlon has been the president and chief executive officer of DVI Credit
Corporation since November 1995 and served as executive vice president of DVI
since joining DVI in March 1993. DVI is an independent specialty finance company
that conducts a medical equipment finance business and related medical
receivables finance business. Mr. O'Hanlon became a director of DVI in November
1993. Prior to joining DVI, Mr. O'Hanlon served as president and chief executive
officer of Concord Leasing, Inc., and its subsidiary, U.S. Concord, Inc. for
nine years. Concord Leasing provides medical, aircraft, shipping and industrial
equipment financing. Previously, Mr. O'Hanlon was a senior executive with Pitney
Bowes Credit Corporation. Mr. O'Hanlon received his Master of Science degree
from the University of Connecticut and his Bachelor of Business Administration
from the Philadelphia College of Textiles and Science.

MICHAEL RIESS, 57, has served as a director since March 1998. Mr. Riess
has been the president of Materials Management Corporation ("MMC") since 1993.
MMC is a consulting firm specializing in precious and nonferrous metals. Prior
to that, he headed the North American trading operations of the Gulf Oil
Corporation, Brascam, Ltd. and W.C. Heraeus, GmbH. He also managed Heraeus' U.S.
precious metals refining and has been involved in trading and marketing a broad
range of material, including metals, scrap, and concentrates. Additionally, Mr.
Riess served as President of Michael Riess & Co, Inc., where he traded and
financed precious and nonferrous metals and marketed jewelry, precious metals
investment items and collectibles. A graduate of Middlebury College with
advanced degrees from Columbia University's Graduate School of Business and its
School of International Affairs, Mr. Riess was Professor of Finance at Columbia
University for eight years. He has been a member of several commodity exchanges
and is a Director of the International Precious Metals Institute and the Center
for the Study of Futures Market.

DIRECTOR COMPENSATION

All directors serve for a term of one year or until their respective
successors have been duly elected and qualified. Outside directors receive $500
for each meeting attended in person and $250 for each meeting attended
telephonically as well as reimbursement for out-of-pocket expenses. In addition,
each outside director receives a one-time option to purchase 15,000 shares of
our common stock at an exercise price of $3.00 per share. As of June 30, 1999,
30,000 options have been granted to directors. The options will vest as follows:
20,000 immediately and 10,000 after one year.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by
or paid to our Chief Executive Officer and our two other executive officers
whose combined salaries and bonuses exceeded $100,000 in fiscal 1999,
collectively referred to below as the Named Executive Officers, for services
rendered in all capacities to us during the fiscal years indicated.

SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
(OPTION AWARDS)
---------------
ANNUAL COMPENSATION NUMBER OF
-------------------- SECURITIES
OTHER ANNUAL UNDERLYING OTHER
YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(1)
---- ------ ----- ------------ -------------- ---------------

<S> <C> <C> <C> <C> <C> <C>
Mandel Sherman 1999 $144,231 - - - $9,600
Chairman of the Board, 1998 $166,154 - - - $6,888
Chief Executive Officer and 1997 $115,385 - - - -
President.......................

David Nadler 1999 $106,290 - - - -
Treasurer (2)................... 1998 $ 0 - - - $4,886

Michael Huber 1999 $148,933 - - - -
Senior Vice President(3)........ 1998 $ 0 - - - -

</TABLE>

(1) The other compensation is the value of automobiles, which are
treated as miscellaneous income.
(2) Mr. Nadler commenced employment with Westbury Metals Group in April 1998 and
resigned in January 2000.
(3) Mr. Huber commenced employment with Westbury Metals Group in July 1998.

23
<PAGE> 26

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding stock options
granted to each of the Named Executive Officers during fiscal 1999. We have not
granted any stock appreciation rights.

INDIVIDUAL GRANTS
----------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF STOCK PRICE
UNDERLYING EMPLOYEES APPRECIATION FOR OPTION
OPTIONS IN FISCAL EXERCISE MARKET EXPIRATION TERM (1)
NAME GRANTED YEAR PRICE PRICE DATE -----------------------
------------------ ------------ ---------- --------- ------- ------------ 5% 10%

<S> <C> <C> <C> <C> <C> <C> <C>
Mandel Sherman -- -- -- -- -- -- --
David Nadler -- -- -- -- -- -- --
Michael Huber(1) -- -- -- -- -- -- --

</TABLE>

(1) On July 7, 1999, we issued to Mr. Huber 30,000 options to purchase shares of
our common stock at an exercise price of $3.00 per share.

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning stock option
exercises in fiscal 1999 and the number and value of unexercised options held by
each of the Named Executive Officers at June 30, 1999.
<TABLE>
<CAPTION>

NUMBER OF SECURITIES VALUE OF UNEXERCISED IN
SHARES UNDERLYING THE-MONEY OPTIONS AT JUNE 30,
ACQUIRED VALUE UNEXERCISED OPTIONS AT 1999
JUNE 30, 1999
------------------------------ --------------------------------
NAME ON EXERCISE REALIZED VESTED UNVESTED VESTED UNVESTED
---- ----------- -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>

Mandel Sherman -- -- -- -- -- --
David Nadler -- -- 50,000 -- -- --
Michael Huber(1) -- -- -- 50,000 -- --

(1) On July 7, 1999, we issued to Mr. Huber an additional 30,000 options to purchase shares of our common stock at
an exercise price of $3.00 per share.

</TABLE>

EMPLOYMENT AGREEMENTS WITH MANAGEMENT

On January 1, 1998, we entered into a three year employment agreement
with Mr. Sherman, a stockholder, director and the chief executive officer of
Westbury Metals Group. Under the agreement, Mr. Sherman's compensation is
$175,000 annually. In addition, Mr. Sherman will receive 10% of the pretax
profits of Westbury Metals Group in each year in excess of $500,000 to a maximum
bonus of $175,000. In addition, we have taken out a $1,000,000 keyman life
insurance policy for Mr. Sherman.

On July 1, 1999, Reliable-West Tech, Inc. entered into a three year
employment agreement with Mr. Rajendra Shukla to render services in the capacity
as president of Reliable-West Tech. Mr. Shukla's compensation during the
employment period is $150,000 annually.

On November 30, 1999, we entered into a two year employment agreement
with Mr. Mark Buckley, a Senior Vice President, Treasurer and Chief Financial
Officer of Westbury Metals Group. Under the agreement, Mr. Buckley's
compensation is $127,500 annually. In addition, Mr. Buckley received a signing
bonus of $15,000 upon execution of the agreement. Mr. Buckley is also eligible
for an annual bonus calculated on the achievement of performance benchmarks
established by Westbury Metals Group.

In May, 1998, Westbury Alloys, Inc. entered into a two and one-half
year employment agreement with Mr. Michael J. Huber, the Vice President-Trading
of Westbury Alloys. Under the agreement, Mr. Huber's compensation is $125,500
annually. In addition, Mr. Huber received a signing bonus of $10,000 upon
execution of the agreement. In addition, Mr. Huber will receive an additional
$10,000 within ten days after he generates $20,000 in pre-tax profit for
Westbury Alloys. Mr. Huber will also receive an annual bonus calculated based on
the pre-tax profit generated by Mr. Huber for Westbury Alloys, with a minimum
amount of $25,000.

<PAGE> 27

CONSULTING AGREEMENTS

EMPLOYEE BENEFIT PLANS

Under our stock option plan (Westbury Alloys, Inc.'s 1997 Omnibus Stock
Incentive Plan (as amended), which has been ratified by the shareholders of
Westbury Metals Group, Inc., options to purchase a maximum of 750,000 shares of
common stock (subject to adjustment tin the event of stock splits, stock
dividends, recapitalization and other capital adjustments) may be granted to our
employees and outside directors. The options to be granted under the stock
option plan are designated as incentive stock options or non-incentive stock
options by the Board of Directors, which also has the discretion as to the
person to be granted the options, the number of shares subject to the options
and the terms of the option agreements. The stock option plan is administered by
the Board of Directors. All present and future employees shall be eligible to
receive incentive awards under the stock option plan, and all present and future
non-employee directors shall be eligible to receive non-statutory options under
the stock option plan. The options are intended to receive incentive stock
option tax treatment under Section 422 of the Internal Revenue Code of 1986, as
amended. The exercise price of shares of common stock covered by an incentive
stock option shall not be less than 100% of the fair market value of such shares
on the date of grant, provided that if an incentive stock option is granted to
an employee who, at the time of the grant is a 10% shareholder, then the
exercise price of the shares covered by the incentive stock option shall not be
less than 110% of the fair market value of such shares on the date of grant. The
exercise price of shares covered by a non-statutory stock option shall not be
less than 85% of the fair market value of such shares on the date of grant.

We also maintain an Employee 401(k) Profit-Sharing Plan for all
qualified salaried employees, which complies with the Section 401(k) of the
Internal Revenue Code of 1984, as amended. The 401(k) plan permits employees to
make voluntary contributions to the plan. We are not required to make any
matching contributions but may do so at the discretion of management. During
fiscal 1999 and 1998, we did not make any contributions to the 401(k) plan.

25
<PAGE> 28

CERTAIN TRANSACTIONS

The information set forth herein describes certain transactions between
the Company and certain affiliated parties.

On July 3, 1996, our predecessor, Westbury Alloys, LLC, executed an
asset purchase agreement where Westbury Alloys, LLC purchased the assets of an
unrelated New York corporation, Westbury Alloys, Inc. ("Westbury New York") for
a purchase price of $650,000, payable as follows: $550,000 in cash at or prior
to closing and with a balance due in equal amounts of $50,000 on January 31,
1997 and July 31, 1997. To fund this purchase, Westbury Alloys, LLC borrowed
from Graco Holdings, Inc. the sum of $550,000. This loan has been repaid from
the proceeds of certain bridge financing in the amount of $700,000 (described
below). On July 16, 1996, the obligation due to Graco was assigned by Graco to
another affiliate of a former stockholder. In July 1996, Graco guaranteed
Westbury Alloys, LLC's line of credit and deposited a letter of credit in the
amount of $2,000,000 as security for its guaranty.

On July 22, 1996, Lawrence Raskin, former president of Westbury New
York signed a five year consulting agreement with us to serve as a consultant to
us in connection with transitional issues and continuing conduct of our
business. We signed a five-year lease on our 10,200 square foot facilities at
750 Shames Drive, Westbury, New York, with Mr. Raskin. The term of the lease
expires on July 31, 2003. Throughout the term of the lease, we have the option
to renew the lease at a mutually agreeable rental at least 30 days prior to
expiration. In addition, we have the option to purchase the existing facility
space at the appraised fair market value, although not for less than $1.2
million for the first three years. We do not currently intend to exercise this
option.

From time to time, we borrowed funds from several affiliated investment
limited partnerships. These loans were repaid in July and August, 1997. Mandel
Sherman, our chief executive officer, president, a director and principal
shareholder is the general partner and manager of such affiliated entities.

In October 1997, Westbury Alloys, LLC merged into Westbury Alloys,
Inc., a Delaware corporation. The membership interests in Westbury Alloys, LLC
were converted into 1,850,000 shares of common stock of Westbury Alloys, inc. in
proportion to the interest held by each member.

On January 1, 1998, Westbury Alloys, Inc. entered into a three-year
employment agreement with Mandel Sherman. Under the agreement, Mr. Sherman's
compensation is $175,000 annually. In addition, Mr. Sherman will receive 10% of
the pre-tax profits of Westbury Metals Group in each year in excess of $500,000
to a maximum bonus of $175,000 per year. We have assumed this agreement from
Westbury Alloys, Inc. In addition, we have taken out a $1,000,000 keyman life
insurance policy for Mr. Sherman. The agreement terminates upon the death or
disability of Mr. Sherman and we are permitted to terminate the agreement,
without further payment obligation to Mr. Sherman, upon the commission of
certain acts, and to terminate the agreement for any other reason, provided that
we pay him a severance payment equal to the aggregate base salary otherwise owed
to him over the remaining term of the agreement. Pursuant to the terms of the
agreement, in the event that Mr. Sherman is not nominated or re-elected to serve
as a member of the Board of Directors, either we or Mr. Sherman may terminate
his employment with us and in such event, he shall be entitled to continue to
receive his base salary as set forth in the agreement for the remainder of the
term. The agreement also contains certain confidentiality and non-compete
provisions which are operative during the term of the agreement. The
confidentiality provisions remain in effect after termination of employment.

In July 1996, the original members of Westbury Alloys, LLC subscribed
for membership interests of $100,000, in the aggregate, in Westbury Alloys, LLC.
Such interests were converted into common stock of Westbury Alloys, Inc. at the
time of the merger between Westbury Alloys, LLC and Westbury Alloys, Inc.

On March 31, 1998, we completed a reverse merger of our wholly-owned
subsidiary, Westbury Acquisition Corp., a New York Corporation ("WAC"), with
Westbury Alloys, Inc., a Delaware corporation, pursuant to which Westbury
Alloys, Inc. has become one of our wholly-owned subsidiaries. Westbury Alloys,
Inc. provides a broad range of processing and refining services in connection
with the reclamation of precious and specialty metals from scrap materials.
Pursuant to the merger, the principals of Westbury Alloys, Inc. have become the
principals of Westbury Metals Group and are now our largest shareholders.

26
<PAGE> 29

A borrowing facility of $2,000,000 for the financing of accounts
receivable has been approved by DVI Business Credit Corporation and became
available on October 1, 1998. Michael A. O'Hanlon, one of our directors, is an
officer of DVI.

We paid to the firm of McLaughlin & Stern, LLP during the year ended
June 30, 1999, the sum of $55,485 for various legal services. David W. Sass, our
Secretary, is a member of this firm.

We paid to DVI during the year ended June 30, 1999, the sum of $139,250
for interest and financing fees related to the $2,000,000 credit line
established for the financing of accounts receivable. Michael A. O'Hanlon, one
of our directors, is the president and chief executive officer of DVI.

27
<PAGE> 30
PRINCIPAL STOCKHOLDERS

The following table sets forth as of March 31, 2000 the amount of our
common stock beneficially owned by each of our officers and directors and by
each person owning more than five percent of any class of our voting securities.
As of the date of this prospectus, there are no other equity securities of
Westbury Metals Group outstanding other than our common stock.

Number of Shares
Name and Address Beneficially Owned(1) Percent
- ---------------- --------------------- -------

<S> <C> <C>
Dartmouth Capital Partners(2)
210 Dartmouth Street
Pawtucket, RI 02860 832,500 15.8%

John Conley 499,999 9.5%
2477 Wulfert Road
Sanibel, FL 33957

Mandel Sherman(3)
Westbury Alloys, Inc.
750 Shames Drive
Westbury, NY 11590 450,166 8.5%

Corporate Funding Group, LLC(4) 340,476 6.2%
165 EAB Plaza
6th Floor West
Uniondale, NY 11556

Michael A. O'Hanlon (5)
DVI, Inc.
500 Hyde Park
Doylestown, PA 18901 115,000 2.2%

Michael Riess(4)
818 Lake Avenue
Greenwich, CT 06831 15,000 *

David Nadler(4) 50,000 *
Westbury Metals Group, Inc.
750 Shames Drive
Westbury, NY 11590

Michael Huber(4) 25,000 *
Westbury Metals Group, Inc.
750 Shames Drive
Westbury, NY 11590

Directors and Officers as a Group(3) 655,166 12.4%
(6 persons)

</TABLE>

- ---------------------
(1) All share amounts reflect beneficial ownership determined pursuant to Rule
13d-3 under the Exchange Act, and include voting and investment power with
respect to shares of our common stock.

(2) The members of this limited liability company are adult children of Mr.
Sherman. Mr. Sherman disclaims beneficial ownership of such shares.

(3) Does not include 832,500 shares owned by Dartmouth Capital Partners.

(4) Includes 215,476 shares issuable upon the exercise of warrants.

(5) Represents shares obtainable upon the exercise of outstanding vested
options.

* Less than 1%

<PAGE> 31

THE SELLING STOCKHOLDERS

The following table provides information regarding the shares held and
to be offered under this prospectus from time to time by each selling
stockholder. Because the selling stockholder may sell all, some or none of their
shares using this prospectus, we cannot estimate the number and percentage of
shares that each selling stockholder will hold after any particular sale.
Currently there are no agreements, arrangements or understandings with respect
to the sale of any of the shares. Except as indicated below, each of the selling
stockholders owns less than 1% of our outstanding shares of common stock.

We sold units to some of the selling stockholders in a private
placement transaction for $3.00 per unit, each consisting of one share of our
common stock and a redeemable warrant to purchase one-half share of our common
stock at a price per share of $4.00. In connection with the placement, we agreed
to register the shares of common stock and the common stock issuable upon
exercise of the warrants purchased by the selling stockholders of the number of
shares listed under the columns "Number of Shares Owned Prior to this Offering"
and "Number of Shares Being Offered", two-thirds of such number are shares of
common stock issued and outstanding and one-third are shares of common stock
issuable upon the exercise of outstanding warrants.

NAME OF SELLING STOCKHOLDER NUMBER OF SHARES OWNED NUMBER OF SHARES BEING
--------------------------- ---------------------- ----------------------
PRIOR TO THIS OFFERING OFFERED
---------------------- -------

<S> <C> <C>
Nelson C. Bell 30,000 30,000
Ronald A. Buzard 7,500 7,500
Raymond Kralovic Trust 15,000 15,000
Emanuel Landsman 7,500 7,500
Jim Liebel 7,500 7,500
Robert and Nancy McGuire JTWROS 12,000 12,000
Shadow Capital LLC 12,000 12,000
Glenn H. Spears 15,000 15,000
Sam J. Watts 10,500 10,500
Bill D. Berkley GST Trust 7,500 7,500
Bill D. and Claudia J. Berkley JTWROS 15,000 15,000
Mary A. Berkley GST Trust 7,500 7,500
Theodora B. Garbus 7,500 7,500
Morris Macy 15,000 15,000
Alkis P. Zingas Trust 15,000 15,000
Daniel Donner 7,500 7,500
Joseph Levine 30,000 30,000
James and Eileen Milano JTWROS 7,500 7,500
Vincent and Grace Milano JTWROS 6,199 6,199
Marc Adelman 15,000 15,000
John C. Fern 15,000 15,000
Jerome and Marian Silverstein 15,000 15,000
Carol F. Schachter Trust DTD 7,500 7,500
John Conley (1) 499,999 499,999
George R. and Joann L. Dick JTWROS 22,500 22,500

</TABLE>

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

(1) Mr. Conley beneficially owns approximately 9.5% of our outstanding common
stock. Mr. Conley has become a consultant to Westbury Metals Group effective as
of February 1, 2000. He is retired from Cookson America where he served numerous
years as an executive and also Director of Cookson America and its parent
company, Cookson Group, Plc. Mr. Conley has over forty years of precious metals
industry experience. He receives an automobile benefit plus a nominal fee
for services, as well as reimbursement of his out-of-pocket travel and
entertainment expenses.

29
<PAGE> 32
<TABLE>

<S> <C> <C>
Shin Itoh 7,500 7,500
Simon Zunamon, Trustee, Simon Zunamon 49,999 49,999
Revocable Trust
Carcap, Co., L.L.C. 49,500 49,500
Henry Fredericks Separate Property Trust 49,500 49,500
Dale S. and Jack Feinblatt JTWROS 12,000 12,000
Sean Greene 12,000 12,000
Ronald M. Krinick 24,999 24,999
Manuel and Carol Lewis JTWROS 6,000 6,000
Trude Taylor 49,999 49,999
Alan Wolff 15,000 15,000
Michael Wolff 15,000 15,000
James and Caren Cobb (2) 60,000 60,000
Jerold Stern 37,000 37,000
Xanadu Associates LLC 15,000 15,000
Jules M. Ness 7,500 7,500
James A. Martens 22,500 22,500
Jo Idelson Gottschalk Revocable Trust 7,500 7,500
Alan and Lynn Krenek JTWROS 7,500 7,500
Dr. Edmund Cranch 7,500 7,500
Harvey Deckert Trust 7,500 7,500
Jonathon E. Plate 15,000 15,000
Steve Shook 15,000 15,000
Harry Vidger 15,000 15,000
Paulette Feder 7,500 7,500
Mitchell and Janet Feldman JTWROS 15,000 15,000
Robert and Barbara Myerson Living Trust 15,000 15,000
Richard E. Klar 7,500 7,500
David L. Roush 9,999 9,999
Andrew Levin IRA 7,500 7,500
Natalie Levin IRA 7,500 7,500
Elaine Khalaf 15,000 15,000
Scott W. Sakin 7,500 7,500
Donald Dwares (3) 124,999 124,999
Jeff Kohn 7,500 7,500
Thomas E. Schoenauer 9,000 9,000
Dr. Meyer Halpern 10,500 10,500
Barnett Family Limited Partnership Trust 24,999 24,999
Gregory Beyerl 15,000 15,000
Michael L. Shinn 7,500 7,500
Linda Rubin 10,500 10,500
Jules M. Ness 7,500 7,500
Lori Rosen 4,999 4,999
Anthony J. Moschetto 15,000 15,000
Fred and Grace Foulkes 15,000 15,000
Andrew and Sheryl Howard 7,500 7,500
Theodore and Susan Wenacur JTWROS 15,000 15,000
B. Ord Houston 7,500 7,500
Sandra and Joel Wenacur JTWROS 15,000 15,000

</TABLE>

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

(2) Mr. and Mrs. Cobb beneficially own approximately 1.1% of our outstanding
common stock.
(3) Mr. Dwares beneficially owns approximately 2.4% of our outstanding common
stock.

<PAGE> 33

<TABLE>

<S> <C> <C>
John P. Donohue IRA 30,000 30,000
TOV Industrial Products 15,000 15,000
Thomas Coleman 15,000 15,000
Michael Limberg 22,500 22,500
Sean Cahill 15,000 15,000
Roger and Hiroko Husted JTWROS 30,000 30,000
Robert and Leona Bloom 22,500 22,500
Norman King 12,000 12,000
Stanton and Jennifer Williams JTWROS 15,000 15,000
Stephen Braccini 15,000 15,000
Soleiman Rabanipour 15,000 15,000
Jeffrey Sucoff 12,000 12,000
Edwin R. Bindseil 22,500 22,500
Paul Berkman IRA 22,500 22,500
Halpert Enterprises 15,000 15,000
Anne Bell 7,500 7,500
Jerome and Stuart Bercun JTWROS 6,000 6,000
Albert Kinzinger, Jr. 22,500 22,500
Matthew Kwiatek 15,000 15,000
John H. Price, Jr. and Norma N. Price 15,000 15,000
JTWROS
David Rosensaft and Debra Braverman 37,500 37,500
JTWROS
Steven Rubel 30,000 30,000
Martin and Lynda Vanderweit JTWROS 15,000 15,000
Jeffrey I. Adwar 15,000 15,000
Albert A. Digangi 15,000 15,000
Barbara Lazarus 7,500 7,500
Robert G. Ostrander 15,000 15,000
David S. Petterson 7,500 7,500
Reinhard & Reinhard BSSC 7,500 7,500
Anthony T. Gardocki Trust 24,999 24,999
Leonard Russin 15,000 15,000
Gerald K. Bergh 30,000 30,000
James Corman 15,000 15,000
Brian and Irene Cotter JTWROS 12,499 12,499
Larry Waslow 4,999 4,999
Lawrence and Audrey Kurtz JTWROS 4,500 4,500
Kevin McEnery 7,500 7,500
Moore Family Trust 15,000 15,000
Ronald Sumner IRA 15,000 15,000
Martin C. Goldman 7,500 7,500
Meyer H. Abittan 7,500 7,500
Valery Berger 21,000 21,000
David Estes 4,500 4,500
Gary LaValley 4,500 4,500
Altech Packaging Co. Profit Sharing 13,500 13,500
Mark D. Geller 7,500 7,500
Thomas P. Coogan 24,999 24,999
Walter Koschak 4,999 4,999
Walter and Carol Koschak JTWROS 21,000 21,000
Baseman Family Trust 6,000 6,000
Lawrence and Helaine Kaplan JTWROS 25,500 25,500
</TABLE>

31
<PAGE> 34
James Milgard (4) 75,000 75,000
Michael Schmerin 12,000 12,000
Aaron Goodridge 15,000 15,000
Jerry Mather 15,000 15,000
Alan M. Samdperil 24,750 24,750
Sandra C. Samdperil 12,000 12,000
David and Catherine Langlois JTWROS 12,000 12,000
Joel Gardner 10,500 10,500
Loving Care Agency Inc. 15,000 15,000
Lyudmila Korets 7,500 7,500
Milton E. Kramer 4,500 4,500
Rafael Kruker (5) 15,000 15,000
Ted and Karen Schultz JTWROS 12,000 12,000
Harold Hefter 6,000 6,000
Judy Shapiro 37,500 37,500
John Digangi 7,500 7,500
Carl Weinberg 18,000 18,000
--------- ---------
TOTAL 2,813,241 2,813,241
========= =========

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

(4) Mr. Milgard beneficially owns approximately 1.4% of our outstanding
common stock.
(5) Mr. Kruker is the majority shareholder of Internacional de Metales
Preciosos S.A. de C.V. Revenues received by Westbury Metals Group from
Internacional de Metales Preciosos S.A. de C.V. accounted for approximately 12%
of our total revenues in fiscal 1999.

In connection with the private placement, we issued 82,071 warrants,
each to purchase one share of our common stock at a price of $4.00 per share, to
the following employees of KSH Investment Group, Inc., the placement agent in
the private placement. We also issued 250,000 investment banking warrants, each
to purchase one share of our common stock at a price of $4.00 per share, to KSH
Investment Group, Inc. The following table provides information regarding the
shares issuable upon exercise of the placement agent's warrants and the
investment banking warrants held by employees of KSH Investment Group, Inc. The
number of shares listed under the columns "Number of Shares Owned Prior to this
Offering" and "Number of Shares Being Offered" represents 100% of the shares of
common stock issuable upon the exercise of these warrants.

NAME OF SELLING STOCKHOLDER NUMBER OF SHARES OWNED NUMBER OF SHARES
- --------------------------- ---------------------- -------------------
PRIOR TO THIS OFFERING BEING OFFERED
----------------------- -------------------

Helen Kohn 151,598 151,598
Ronit Sucoff 151,598 151,598
Lewis Mason 3,960 3,960
Michael Fenton 3,960 3,960
Darin Barker 2,821 2,821
Chris Brothers 2,821 2,821
Jeffrey Sultan 1,050 1,050
John C. Hatsopoulos 150 150
David Raven 183 183
Scott Sucoff 2,229 2,229
George Bisnoff 3,250 3,250
Gabe Plaut 125 125
Peter O'Neill 1,267 1,267
Francis Anderson 1,008 1,008
Nancy Murdocco 672 672
Karen Ann Orlando 672 672
Frances Kehoe 672 672
Melissa Belyski 336 336
Kathy Rocklen 1,000 1,000
------- -------
TOTAL 332,071 332,071
======= =======

In March through May 1998, we sold 1,167,312 shares of common stock in a
private placement transaction at a price of $3.00 per share. In connection with
the private placement, we granted piggyback registration rights to each of the
purchasers for the shares purchased and have agreed to register for resale on
behalf of these selling stockholders the shares of common stock listed under the
columns "Number of Shares Owned Prior to this Offering" and "Number of Shares
Being Offered." In addition, we have agreed to register for resale 115,000
shares of common stock issued upon the exercise of warrants held by selling
stockholders and 30,000 shares of common stock held by a former employee of
Westbury.

Name of Selling Stockholder Number of Shares Owned Number of Shares
- --------------------------- ---------------------- ----------------
Prior To This Offering Being Offered
---------------------- ----------------

Phil Lifschitz 48,333 48,333
Burton Schwartz IRA 17,000 17,000
Chaifetz & Schreiber, P.C. 17,000 17,000
Vincent Ferrante 5,000 5,000
Howard Ott 10,000 10,000
Theo W. Muller 33,000 33,000
David Love 6,250 6,250
John Bencivenga 3,000 3,000
Mitchell Dobies 4,000 4,000
Renee M. Nadel Irrevocable
Trust 5,000 5,000
Barbara K. Snyder 17,000 17,000
Bernard Pismeny 5,000 5,000
Leonard Giarraputo 5,000 5,000
Gary Prescott 6,250 6,250
CIBC Trust Company (Bahamas) 50,000 50,000
Esther Davidowitz 10,000 10,000
William Davidowitz 10,000 10,000
Richard LoCurto 3,000 3,000
Hanifen Imhoff Trustee
f/b/o Kenneth Bernstein 5,000 5,000
Beverly Hoffman 2,000 2,000
Penn Footwear Retirement
Trust 10,000 10,000
Camille S. Rubenstein 3,000 3,000
Charles Arthur Smith III 2,000 2,000
Lawrence Kaplan 36,783 36,783
444 Partners, LP 20,000 20,000
Murat & Ender Agirnasli 20,000 20,000
Apparel Trading International
Inc. Retirement Trust 47,000 47,000
Nancey M. Barrick 4,000 4,000
Dr. and Mrs. Paul M.
Brandoff (Brenda J.) 7,000 7,000
Hyman Brickle & Son Inc.
Retirement Plan 35,000 35,000
Hannah S. Cohn and Samuel
A. Cohn 17,000 17,000
Robert DeBonis 3,000 3,000
Delaware Charter Guarantee
Trust Co. 2,000 2,000
Rosemarie DePalo 16,500 16,500
Herbert and Janice Donica 2,500 2,500
Drax Holdings, LP 50,000 50,000
Hal and Barbara Elman 2,000 2,000
Frank J. Faltus 7,000 7,000
Kenneth J. Friedman 5,000 5,000
Alan Gelband 5,000 5,000
Alan Gelband Co. Deferred
Contribution Pension Plan 5,000 5,000
Private Trust Corp./TTEE New
Amsterdam Investment Trust 16,000 16,000
Paul Greco 16,667 16,667
Jay M. Haft 33,000 33,000
Rachel Hemeli 4,000 4,000
Andrew M. Kaplan 4,000 4,000
David Kaplan 4,000 4,000
Eileen Kaplan 33,333 33,333
Helaine Kaplan 18,334 18,334
Irwin E. Kaplan Profit
Sharing Plan 4,000 4,000
Jerry Kaplan 8,000 8,000
Stephen B. Kaplan 4,000 4,000
Michael Karpoff and
Patricia Rothbardt 8,000 8,000
Eugene and Lois Kessler 16,667 16,667
Rudolph and Judith Koubek, Jr. 2,000 2,000
Christian Lange Living Trust 3,000 3,000
Theresa Lange Living Trust 3,000 3,000
Melvin Lax 24,000 24,000
Peter Leach 22,917 22,917
Sidney Luckman 20,000 20,000
Robert Marletti 5,000 5,000
Brenda W. McHugh 10,000 10,000
Andre Menard 3,000 3,000
Michael Miller 30,000 30,000
Frederick Modlin 2,000 2,000
Harry G. and Diana Mohrman, Jr. 3,000 3,000
Francis X. Murphy 2,000 2,000
Edmond O'Donnell 20,000 20,000
Arlene S. Orliss 2,000 2,000
Guy and June Padulo 2,000 2,000
Neil Ragin 10,000 10,000
Martin I. Ravin 17,000 17,000
Alfred Romano 33,334 33,334
Abraham H. Rosenberg 12,000 12,000
Andrew Ruotolo 10,000 10,000
Drew J. Schmitt 2,500 2,500
Barry and Lisa Siegel 5,000 5,000
Harold Sussman 8,000 8,000
Universal Partners LP 33,334 33,334
Bruce Wallach 4,000 4,000
Peter Wolf 33,334 33,334
Gerald Mather 6,250 6,250
G-V Capital Corp. 42,000 42,000
Corporate Funding Group, LLC(1) 125,000 75,000
Seymour Zwickler Revocable Trust 5,000 5,000
Bogdan Seroka 30,000 30,000
----------- -----------
TOTAL 1,262,286 1,262,286
=========== ===========

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

(1) Corporate Funding Group, LLC benefically owns 6.2% of our common stock,
including shares issuable upon the exercise of warrants.

In connection with a bridge financing in 1998, we issued warrants to
purchase 700,000 shares of our common stock at a price of $2.25 per share to
several debtholders. Warrants to purchase 502,775 of these shares are currently
outstanding. The following table provides information regarding the shares
issuable upon exercise of the warrants currently outstanding held by the
following selling stockholders. The number of shares listed under the columns
"Number of Shares Owned Prior to this Offering" and "Number of Shares Being
Offered" represents 100% of the shares of common stock issuable upon the
exercise of these warrants.

Phil Lifschitz 71,825 71,825
David Love (2) 17,956 17,956
Gary Prescott 17,956 17,956
Peter Leach (3) 17,956 17,956
Gerald Mather 17,956 17,956
Corporate Funding Group, LLC 215,476 215,476
Eileen Kaplan 71,825 71,825
Lawrence Kaplan 71,825 71,825
--------- ---------

TOTAL 502,775 502,775
========= =========

- ----------------------------
(2) Mr. Love is Mandel Sherman's brother-in-law.

(3) Mr. Leach is Mandel Sherman's son-in-law.

<PAGE> 35

PLAN OF DISTRIBUTION

We are registering the shares on behalf of the selling stockholders.
When we use the term "selling stockholders" in this prospectus, it includes
donees, pledgees and other transferees who are selling shares received after the
date of this prospectus from a selling stockholder whose name appears under the
caption "The Selling Stockholders."

Selling stockholders may sell shares from time to time in a number of
ways, including:

- in block transactions;
- on the Nasdaq OTC Bulletin Board or other national securities
exchange on which the shares are traded;
- in the over-the-counter market;
- in negotiated transactions;
- through put or call option transactions relating to the shares;
- through short sales of shares;

or through a combination of these methods of sale, at market prices prevailing
at the time of sale, at negotiated prices or at fixed prices. The selling
stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their shares, nor is there an underwriter or coordinating broker
acting in connection with any proposed sale of shares by the selling
stockholders.

The selling stockholders may sell shares in any manner permitted by
law, including by selling shares directly to purchasers or to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agents or to whom they sell as principal, or both. The
compensation paid to a particular broker-dealer might be in excess of customary
commissions.

The selling stockholders and any broker-dealers who act in connection
with the sale of shares may be deemed to be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. Any commissions received by these
broker-dealers and any profit on shares they resell while acting as principals
may be deemed to be underwriting discounts or commissions under the Securities
Act. Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act, the selling stockholders will
be subject to the prospectus delivery requirements of the Securities Act. We
have informed the selling stockholders that the anti-manipulation provisions of
Regulation M under the Exchange Act may apply to their sales in the market.

Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule 144.

If we are notified by a selling stockholder that any material agreement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, under Rule 424(b) under the Securities Act. The
prospectus supplement will disclose:

- the names of the selling stockholder and the participating
broker-dealer(s);
- the number of shares involved;
- the price at which the shares were sold;
- the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
- that the broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
- other facts material to the transaction.

34
<PAGE> 36

In addition, if we are notified by a selling stockholder that a donee, pledgee
or other transferee intends to sell more than 500 shares, we will file a
supplement to this prospectus if required by law.

We will pay all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will pay all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.

We have agreed to indemnify the selling stockholders and any other
person who sells shares using this prospectus, and any officer, director or
agent of such a person, against certain civil liabilities, including liabilities
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act.

<PAGE> 37
DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of common
stock, $0.001 par value per share.

COMMON STOCK

Holders of the Common Stock are entitled to one vote for each share
held by them of record on the books of the Company in all matters to be voted on
by the stockholders. Holders of Common Stock are entitled to receive such
dividends as may be declared from time to time by the Board of Directors out of
funds legally available, and in the event of liquidation, dissolution or winding
up of the Company, to share ratably in all assets remaining after payment of
liabilities. Declaration of dividends on Common Stock is subject to the
discretion of the Board of Directors and will depend upon a number of factors,
including the future earnings, capital requirements and financial condition of
the Company. The Company has not declared dividends on its Common Stock in the
past and the management currently anticipates that retained earnings, if any, in
the future will be applied to the expansion and development of the Company
rather than the payment of dividends. The holders of Common Stock have no
preemptive or conversion rights and are not subject to further calls or
assessments by the Company. There are no redemption or sinking fund provisions
applicable to the Common Stock. The Common Stock currently outstanding is, and
the Common Stock offered by the Company hereby will, when issued, be validly
issued, fully paid and nonassessable.

WARRANTS

In July 1999, we issued 90,000 warrants to purchase our common stock at
an exercise price of $9.00 per share to Alliance Capital Investment Corp. The
warrants are exercisable in July 2000 and expire in July 2002. In September
1999, we issued an additional 3,273 warrants to Alliance Capital Investment
Corp., which expire in March 2002.

In 1998, we issued 700,000 warrants to eight debtholders to
purchase our common stock at an exercise price of $2.25 per share, of which
502,775 are currently outstanding. These warrants expire on December 14, 2001.

In December 1999 through February 2000, we issued 937,747 warrants to
purchase our common stock at an exercise price of $4.00 per share to some of the
selling stockholders in the private placement. These warrants expire December
2002 through February 2003. We also issued 82,071 placement agent's warrants to
employees of KSH Investment Group, Inc., the placement agent in the private
placement, to purchase shares of our common stock at an exercise price of $4.00
per share. In addition, we issued 250,000 investment banking warrants to KSH
Investment Group, Inc. in connection with the private placement to purchase
shares of our common stock at an exercise price of $4.00 per share. The
placement agent's warrants and the investment banking warrants expire in
February 2003.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is Corporate
Stock Transfer. Its address is 3200 Cherry Creek Drive South, Suite 430, Denver,
Colorado 80209, and its telephone number at this location is (303) 282-4800.

LISTING

Our common stock is listed for quotation on the Nasdaq OTC Bulletin
Board under the trading symbol "WMET."

36
<PAGE> 38
LEGAL MATTERS

The validity of the shares offered hereby will be passed upon for
Westbury Metals Group by Latham & Watkins, Chicago, Illinois.

EXPERTS

The consolidated financial statements of Westbury Metals Group and
subsidiaries as of June 30, 1999 and for the fiscal year then ended included in
this prospectus have been so included in reliance on the report of Deloitte &
Touche LLP, independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing. The consolidated financial
statements of Westbury Metals Group and subsidiaries as of June 30, 1998 and
1997 and for the fiscal years then ended included in this prospectus, have been
so included in reliance on the report of Citrin Cooperman & Company, LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.

WHERE YOU CAN FIND INFORMATION

As permitted by the rules and regulations of the SEC, this prospectus
does not contain all of the information set forth in the registration statement
with respect to the shares and the exhibits and schedules to the registration
statement. For further information about Westbury Metals Group and the shares,
reference is made to the registration statement.

Westbury Metals Group is subject to the informational requirements of
the Securities Exchange Act of 1934, and in accordance with the Securities
Exchange Act of 1934, files annual and quarterly reports, proxy materials and
other information with the SEC. You can inspect and copy reports and other
information filed by Westbury Metals Group with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0300. The SEC also maintains an internet site at
http://www.sec.gov that contains reports, proxy and information statements
regarding issuers, including Westbury Metals Group, that file electronically
with the SEC.

Upon request, you may obtain without charge copies of this prospectus,
as amended or supplemented from time to time, and any other documents (or parts
of documents) that constitute part of this prospectus under Section 10(a) of the
Securities Act of 1933, as amended. Requests for such copies should be addressed
to Mark R. Buckley, Westbury Metals Group, Inc., 750 Shames Drive, Westbury, New
York 11590 (telephone number (516) 997-8333).

37
<PAGE> 39
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Westbury Metals Group, Inc. and Subsidiaries
Interim Financial Statements (unaudited)
Consolidated Balance Sheets as of December 31, 1999
and June 30, 1999.......................................................................... F-2
Consolidated Statements of Operations for the Six Months Ended
December 31, 1999 and 1998................................................................. F-3
Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 1999 and 1998................................................................. F-4
Notes to Consolidated Financial Statements..................................................... F-5

Annual Financial Statements
Reports of Independent Auditors................................................................ F-9
Consolidated Balance Sheet as of June 30, 1999................................................. F-12
Consolidated Statements of Operations for the Fiscal Years
Ended June 30, 1999 and 1998............................................................... F-13
Statements of Stockholders' Equity for the Fiscal Years
Ended June 30, 1999 and 1998............................................................... F-14
Consolidated Statements of Cash Flows for the Fiscal Years
Ended June 30, 1999 and 1998............................................................... F-15
Notes to Consolidated Financial Statements..................................................... F-16

Report of Independent Auditors................................................................. F-31
Consolidated Balance Sheet as of June 30, 1998 ................................................ F-32
Consolidated Statements of Operations for the Fiscal Years
Ended June 30, 1998 and 1997............................................................... F-33
Statements of Stockholders' Equity for the Fiscal Years
Ended June 30, 1998 and 1997............................................................... F-34
Consolidated Statements of Cash Flows for the Fiscal Years
Ended June 30, 1998 and 1997............................................................... F-35
Notes to Consolidated Financial Statements..................................................... F-36
</TABLE>

F-1
<PAGE> 40

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

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

DECEMBER 31, JUNE 30,
1999 1999
---- ----
ASSETS (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,364,776 $ 1,242,230
Accounts receivable, net of allowance of $20,130 and $17,000, 2,939,228 2,824,949
respectively
Inventory (Note 3) 2,780,730 1,076,237
Prepaid expenses and other current assets 323,123 161,364
--------------- --------------
Total current assets 7,407,857 5,304,780
--------------- --------------
PROPERTY, PLANT AND EQUIPMENT - Net 2,256,605 2,273,233
GOODWILL - Net 1,375,612 1,410,480
OTHER ASSETS 240,046 168,452
--------------- --------------
TOTAL ASSETS $ 11,280,120 $ 9,156,945
=============== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 879,405 $ 611,574
Due to former Reliable shareholder - 1,192,578
Notes payable and current portion of long-term debt (Note 4) 1,725,827 1,721,758
Due to customers 770,560 1,773,663
--------------- --------------
Total current liabilities 3,375,792 5,299,573
--------------- --------------
LONG-TERM DEBT (Notes 4 & 5) 2,680,633 1,342,369
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value - authorized, 50,000,000 shares;
4,470,614 and 3,247,312 shares issued and outstanding, 4,470 3,247
respectively
Capital in excess of par value 6,571,951 3,284,329
Accumulated comprehensive loss (73,322) (60,678)
Accumulated deficit (1,279,404) (711,895)
--------------- --------------
Total stockholders' equity 5,223,695 2,515,003
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,280,120 $ 9,156,945
=============== ==============
</TABLE>

See notes to consolidated financial statements.

F-2
<PAGE> 41

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SIX MONTHS ENDED
DECEMBER 31,
-------------------------------
1999 1998
---- ----
<S> <C> <C>
REVENUE:
Precious metal sales $ 31,078,290 $ 12,272,649
Refining 5,396,509 2,321,708
------------ ------------
Total revenue 36,474,799 14,594,357
------------ ------------
COST OF SALES:
Cost of precious metal sales 30,383,330 11,360,310
Cost of refining 4,191,312 1,908,515
------------ ------------
Total cost of sales 34,574,642 13,268,825
------------ ------------
GROSS PROFIT 1,900,157 1,325,532
------------ ------------
OPERATING EXPENSES:
Selling, general and administrative expenses 1,827,873 1,174,899
Depreciation and amortization 234,288 73,186
------------ ------------
Total operating expenses 2,062,161 1,248,085
------------ ------------
(LOSS) INCOME FROM OPERATIONS (162,004) 77,447
------------ ------------
OTHER EXPENSE (INCOME):
Interest expense 414,809 69,923
Interest income - (31,331)
Other income 9,304 (28,723)
------------ ------------
Total other expense (income) 405,505 9,869
------------ ------------
(LOSS) EARNINGS BEFORE PROVISION
FOR INCOME TAXES (567,509) 67,578
PROVISION FOR INCOME TAXES - 7,974
------------ ------------
NET (LOSS) INCOME $ (567,509) $ 59,604
============ ============
NET (LOSS) INCOME PER SHARE - Basic
and Diluted $ (0.17) $ 0.02
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:
Basic and Diluted 3,415,885 3,197,312
============ ============
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 42

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
DECEMBER 31,

1999 1998
------------ -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (567,509) $ 59,604
Adjustments to reconcile net (loss) income to net
Cash used in operating activities:
Depreciation and amortization 234,288 73,186
Warrant conversion inducement charge 2,500 -
Changes in assets and liabilities:
Inventory (1,704,490) 835,565
Accounts receivable (114,278) (1,048,964)
Prepaid expenses and other current assets (161,759) (1,219,145)
Other noncurrent assets (71,594) 28,289
Due to customers (1,003,104) 181,457
Accounts payable and accrued expenses 267,830 116,717
------------ -------------
Net cash used in operating activities (3,118,116) (973,291)
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES -
Equipment additions (170,010) (320,631)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable to former Reliable shareholder (1,192,578)
Proceeds from issuance of subordinated debt 2,000,000 -
Net proceeds from credit line 6,184 1,053,478
Repayment of long-term debt (191,779) -
Repayment of subordinated debt (500,000) (1,783)
Proceeds from stock warrants exercised and private placement 3,288,845 -
------------ -------------
Net cash provided by financing activities 3,410,672 1,051,695
------------ -------------
NET INCREASE (DECREASE) IN CASH 122,546 (242,227)
BEGINNING CASH BALANCE 1,242,230 877,520
------------ -------------
ENDING CASH BALANCE $ 1,364,776 $ 635,293
============ =============
Supplemental cash flow information:
Cash paid for interest $ 365,118 $ 69,923
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 43

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------

NOTE 1 - GENERAL

The accompanying consolidated financial statements as of and for the six months
ended December 31, 1999 and 1998 include the accounts of Westbury Alloys, Inc.
("Westbury"), Alloy Trading S.A. ("Alloy"), Reliable-West Tech, Inc. ("RWT"),
Westbury International, Inc. ("International"), Westbury Realty Management Corp.
("Realty"), and Westbury Metals Group, Inc. ("WMG") (collectively, the
"Company").

In the opinion of management, the accompanying unaudited financial statements
contain all the adjustments necessary to present fairly the results of
operations for the six-month period ended December 31, 1999 and 1998, the
financial position at December 31, 1999 and the cash flows for the six-month
period ended December 31, 1999 and 1998, respectively. Such adjustments consist
of normal recurring items. The consolidated financial statements and notes
thereto should be read in conjunction with the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1999 as filed with the Securities and
Exchange Commission.

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

NOTE 2 - ACQUISITION

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

NOTE 3 - INVENTORIES

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

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

NOTE 4 - REVOLVING CREDIT AGREEMENT

In July 1999, RWT, International and Alloys (the "Co-borrowers") entered into a
two-year revolving credit agreement with a bank under which it may borrow up to
$12,000,000. Of this total, $7,000,000 has been designated for the consignment
of precious metals, $1,000,000 for a forward contract facility, and the
remaining balance may be utilized to meet working capital requirements. Interest
on

F-5
<PAGE> 44

the consignment of precious metals accrues at each metal's Cost of Funds rate
plus 2.50%. The metals' Cost of Funds rates vary by the four metal categories to
include gold, platinum, palladium, and silver. Interest on the remaining
borrowings accrues at the option of the Company at LIBOR plus 2.50% or Prime
plus .5% (Prime rate of 8.50% at December 31, 1999). Borrowings for the
consignment of precious metals is limited to the balance of eligible inventory,
with the remaining borrowings limited to the balance of eligible accounts
receivable. The facility is secured by the assets of the Co-borrowers, and
guaranteed by WMG. The agreement requires the Company to maintain certain
financial ratios and other financial conditions. The Company has agreed to pay
fees of .375% on the unused amount of the facility payable monthly. The Company
was in default of certain financial covenants at December 31, 1999 and has
received a waiver from the bank.

NOTE 5 - SUBORDINATED DEBT

In July 1999, the Co-borrowers and WMG issued a two-year subordinated term note
(the "Note") for the receipt of $2,000,000 from a financing company. Interest on
the Note accrues at a rate equal to prime plus 4% and is payable monthly. The
principal portion of the Note becomes due July 2001. In conjunction with the
issuance of the Note, the Company granted 90,000 warrants to purchase the
Company's common stock at an exercise price of $9.00. The Company, using the
Black-Scholes Model, has determined that the value of the warrants were not
significant at the issuance date. WMG repaid $500,000 of this Note during the
period ending December 31, 1999.

NOTE 6 - NET (LOSS) INCOME PER COMMON SHARE

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

SIX MONTHS ENDED
DECEMBER 31,
-----------------------------
1999 1998
---- ----
<S> <C> <C>
Weighted average common shares (denominator for
basic net (loss) income per share) 3,415,885 3,197,312

Effect of dilutive securities:
Employee stock options 325,000
----------
Weighted average common and potential common
shares outstanding (denominator for diluted (loss)
income per common share) 3,415,885 3,522,317
</TABLE>

Potential common shares are not included for the period ended December 31, 1999
because they would be antidilutive.

F-6
<PAGE> 45

NOTE 7 - INDUSTRY SEGMENTS

The Company operates in three reportable segments, industrial commodities
management, manufacturing, and refining. The Industrial Commodities Management
segment consists principally of the sale of precious metals to end-users. The
Manufacturing segment provides silver in various forms and shapes (plating salt,
tin and tin-lead anodes), which are used in the manufacturing process by
customer of the Company. The Refining segment provides refining services to
customers of the Company. The Corporate segment combines the activity for the
non-reportable segments.

<TABLE>
<CAPTION>
Industrial
Commodities
Management Manufacturing Refining Corporate Consolidated
---------- ------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Six months ended December 31, 1999

Sales to unaffiliated customers $ 20,552,553 $10,535,737 $ 5,396,509 $ - $ 36,474,799
Transfers between segments 12,473,381 (12,473,381)

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

Interest expenses 214,263 75,290 15,378 109,878 414,809

Depreciation and amortization 1,524 135,273 81,008 16,483 234,288

(Loss) income before income tax
Benefit provision (870,029) 261,342 411,002 (369,824) (567,509)

Total assets 3,112,582 2,970,308 1,408,366 3,789,864 11,280,120
<CAPTION>

Industrial
Commodities
Management Manufacturing Refining Corporate Consolidated
---------- ------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Six months ended December 31, 1998

Sales to unaffiliated customers 7,550,061 4,722,588 2,321,708 - 14,594,357
Transfers between segments 12,318,899 - - (12,318,899) -

Total revenues 19,868,960 4,722,588 2,321,708 (12,318,899) 14,594,357

Interest expenses 44,616 20,486 - 4,821 69,923
Depreciation and amortization 842 13,452 55,796 3,096 73,186

Income (loss) before income tax
Benefit provision 329,888 51,137 (255,775) (57,672) 67,578

Total assets 927,012 1,777,541 1,247,112 1,414,482 5,366,147
</TABLE>

F-7
<PAGE> 46

NOTE 8 - COMPREHENSIVE LOSS

Effective June 30, 1999, the Company adopted Statement of Financial Standards
No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130
requires the reporting and display of comprehensive loss and its components in
the financial statements.

SFAS No. 130 also requires the Company to classify items of other comprehensive
income or loss by their nature in financial statements.

Changes in stockholders' equity and comprehensive loss during the six months
ended December 31, 1999:

<TABLE>
<S> <C>
Net loss $(567,509)
Foreign currency translation adjustment (12,645)
---------
Total comprehensive loss $(580,154)
=========
</TABLE>

NOTE 9 - PRIVATE PLACEMENT OFFERING

During the fiscal quarter ended December 31, 1999, WMG engaged an
investment-banking firm and commenced a private placement offering. The offering
featured a minimum of 666,667 units and a maximum of 1,833,333 units with each
unit consisting of one share of WMG common stock, at a price of $3.00 per unit,
and a redeemable warrant to purchase one-half share of WMG common stock at $4.00
per share. The first 666,667 units were offered on a 'best efforts, all or none'
basis, and the remaining 1,166,666 units on a best efforts basis. The minimum
subscription called for a purchase of 10,000 units. The investment banking firm,
in addition to its commission and expenses, received warrants to purchase common
stock equal to 5% of the aggregate units sold, callable at prices ranging from
$5.50 to $7.00 per share, and up to 250,000 investment banking warrants to
purchase one share of common stock at $4.00 per share. During the quarter ended
December 31, 1999, 1,082,330 units were sold and net proceeds of $2,975,406 were
received. During the quarter ended March 31, 2000, WMG sold an additional
793,164 units and received net proceeds of $2,379,493. The total units sold in
the offering of 1,875,494 exceeded the maximum units offered of 1,833,333 by
42,161 units or 2.230%. This resulted in additional dilution of 0.83% over that
which they would have experienced had only the maximum units been sold.

F-8
<PAGE> 47

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders

Westbury Metals Group, Inc.

We have audited the accompanying consolidated balance sheet of Westbury Metals
Group, Inc. and Subsidiaries as of June 30, 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year ended
June 30, 1999. Our audit also includes the consolidated financial schedule
listed in the foregoing index for the year ended June 30, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We did not audit the financial
statements of Alloy Trading S.A., a 98% owned consolidated subsidiary, for the
year ended June 30, 1999, which statements reflect total assets of 1.7% of total
consolidated assets for that year; there were no revenues as they have been
eliminated in consolidation. Those statements were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for Alloy Trading S.A., for the year ended June 30, 1999 is
based solely on the report of the other auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audit and the report of the other auditors
provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of the Westbury Metals
Group, Inc. and Subsidiaries as of June 30, 1999, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statement taken as a whole, presents fairly in all material respects
the information set forth therein.

Deloitte & Touche LLP

Jericho, New York
September 27, 1999

F-9
<PAGE> 48

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of

ALLOY TRADING S.A.

We have audited the accompanying balance sheet of ALLOY TRADING S.A. as of June
30,1999, and the related statements of profit and loss, changes in stockholders'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the ALLOY TRADING S.A. management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of ALLOY TRADING S.A. as of June
30,1999, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles. The
financial statements show the effect of the translation adjustment over the
accounts for the period then ended. This amount (loss $ 60,677) results of the
methodologic procedures effort established by the general accepted accounting
principles.

Lima, Peru
August 25,1999

NOLES MONTEBLANCO & ASOC. S.C.
Member Firm of
B K R International

Walter A Noles (partner)
Peruvian Public Accountant
Matriculation No. 7208

F-10
<PAGE> 49

INDEPENDENT AUDITORS' REPORT

To The Board of Directors and Stockholders
Westbury Metals Group, Inc.

We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of Westbury Metals Group, Inc. (formerly
known as Rosecap, Inc.) and subsidiaries for the year ended June 30, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We did not audit the financial
statements of Alloy Trading S.A., a 98% owned subsidiary, which statements
reflect, as of June 30, 1998, no revenues, as they have been eliminated in
consolidation. Those statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for Alloy Trading S.A., is based solely on the report of the other
auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit and the report of other
auditors provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Westbury Metals
Group, Inc. and subsidiaries for the year ended June 30, 1998 in conformity with
generally accepted accounting principles.

CITRIN COOPERMAN & COMPANY, LLP

New York, New York
September 18, 1998

F-11
<PAGE> 50

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
JUNE 30, 1999

<TABLE>
<S> <C>
ASSETS

CURRENT ASSETS:
Cash $ 1,242,230
Accounts receivable, net of allowance of $17,000 2,824,949
Inventory (Notes 5 and 7) 1,076,237
Prepaid expenses and other current assets 161,364
Total current assets 5,304,780

PROPERTY, PLANT AND EQUIPMENT - Net (Note 6) 2,273,233

GOODWILL, Net of accumulated amortization of $80,720 1,410,480

OTHER ASSETS 168,452
-----------
TOTAL ASSETS $ 9,156,945
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 611,574
Due to former Reliable shareholder (Note 3) 1,192,578
Current portion of long-term debt (Note 8) 1,721,758
Due to customers 1,773,663
-----------

Total current liabilities 5,299,573

LONG-TERM DEBT (Note 8) 1,342,369

COMMITMENTS AND CONTINGENCIES (Notes 11 and 12) --

STOCKHOLDERS' EQUITY (Note 11):
Common stock, $.001 par value - authorized, 50,000,000 shares;
issued and outstanding, 3,247,312 shares 3,247
Capital in excess of par value 3,284,329
Accumulated comprehensive loss (60,678)
Accumulated deficit (711,895)
-----------
Total stockholders' equity 2,515,003
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,156,945
===========
</TABLE>

See notes to consolidated financial statements.

F-12
<PAGE> 51

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
REVENUE:
Precious metal sales $ 29,131,960 $ 1,425,315
Refining 5,337,828 1,874,829
------------ ------------

Total revenue 34,469,788 3,300,144
------------ ------------

COST OF SALES:
Cost of precious metal sales 27,970,518 1,335,607
Cost of refining 3,451,001 807,221
------------ ------------

Total cost of sales 31,421,519 2,142,828
------------ ------------

GROSS PROFIT 3,048,269 1,157,316

OPERATING EXPENSES:
Selling, general and administrative expenses 2,732,680 1,377,159

Depreciation and amortization 166,897 94,696
------------ ------------

Total operating expenses 2,899,577 1,471,855
------------ ------------

EARNINGS (LOSS) FROM OPERATIONS 148,692 (314,539)

OTHER EXPENSES (INCOME):
Interest expense 276,148 132,090

Interest income (28,714) (22,188)
------------ ------------

Total other expenses 247,434 109,902
------------ ------------

LOSS BEFORE PROVISION FOR INCOME TAXES (98,742) (424,441)

PROVISION FOR INCOME TAXES (Note 10) 85,952 --
------------ ------------

NET LOSS $ (184,694) $ (424,441)
============ ============

NET LOSS PER SHARE - Basic and Diluted $ (0.06) $ (0.20)
============ ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - Basic and Diluted 3,197,586 2,173,139
============ ============
</TABLE>

See notes to consolidated financial statements.

F-13
<PAGE> 52
WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
Capital in Other Accumulated Total
Common Stock Excess of Accumulated Comprehensive Comprehensive Stockholders'
Shares Amount Par Value Deficit Loss Loss Equity
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JULY 1, 1997 1,937,500 $1,937 $ 118,102 $ (102,760) $ -- $ -- $ 17,279

Common stock issued upon merger with
Rosecap, Inc., March 31, 1998 92,500 93 20,905 -- -- -- 20,998

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

Exercise of stock warrants 50,000 50 112,450 -- -- -- 112,500

Net loss for the year ended
June 30, 1999 -- -- -- (184,694) -- (184,694) (184,694)

Foreign currency translation
adjustments -- -- -- -- (60,678) (60,678) (60,678)
--------- ----- ---------- ----------- --------- --------- ----------

BALANCE, JUNE 30, 1999 3,247,312 $3,247 $3,284,329 $ (711,895) $ (60,678) $(245,372) $2,515,003
========= ====== ========== =========== ========= ========= ==========

</TABLE>

See notes to consolidated financial statements.

F-14
<PAGE> 53

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (184,694) $ (424,441)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 166,897 94,696

Reserve for allowance for doubtful accounts 17,000 --

Warrant conversion inducement charge 12,500 --

Changes in assets and liabilities:
Inventory (48,094) (114,617)

Accounts receivable (2,073,796) (711,159)
Due from affiliates -- 81,445

Prepaid expenses and other current assets 129,462 276,092
Other noncurrent assets (55,275) (92,114)

Due to customers 1,318,110 15,850

Accounts payable and accrued expenses 101,215 319,599
----------- -----------

Net cash used in operating activities (616,675) (554,649)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
Equipment additions (656,788) (174,395)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock -- 2,334,039

Repayment of loans payable -- (973,046)

Proceeds of bridge financing -- 700,000

Repayment of long-term debt (14,490) (568,983)

Net proceeds from credit line 1,552,663 --

Proceeds from stock warrants exercised 100,000 --

Net cash provided by financing activities 1,638,173 1,492,010
----------- -----------

NET INCREASE IN CASH 364,710 762,966

CASH FROM MERGED SUBSIDIARY -- 41,418

CASH, BEGINNING OF YEAR 877,520 73,136
----------- -----------

CASH, END OF YEAR $ 1,242,230 $ 877,520
=========== ===========

</TABLE>

See notes to consolidated financial statements.

F-15
<PAGE> 54

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999 AND 1998

1. ORGANIZATION

Westbury Metals Group, Inc. and Subsidiaries (the "Company") were 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 from Rosecap, Inc.

The Company primarily operates in the precious metal industry, principally in
the reclamation, sale, manufacture and third party sales of precious metals. The
Company's operations occur through its five subsidiaries, Westbury Alloys, Inc.
("Westbury"), Alloy Trading S.A. ("Alloy"), Reliable-West Tech, Inc. ("RWT"),
Westbury International, Inc. ("International") and Westbury Realty Management
Corp. ("Realty"). Westbury - Principally reclaims gold, silver, platinum and
palladium from scraps 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
settle with the customer, WMG either purchases the precious metal or returns the
metal to the customer. Alloy - 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. 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. RWT currently holds
the registered trade name `Onic' for use in the manufacture and sale of its
high-quality tin products. RWT was formed on June 30, 1999 through the purchase
of Reliable Corporation by the Company's subsidiary, West Tech. West Tech was
formed as a subsidiary of the Company on March 30, 1998. International - 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.
Realty - Acquired, owns and manages property used by Westbury and RWT in its
reclamation and manufacturing operations. Realty was formed in June 1998, and
did not have financial activity during that year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Principles of Consolidation - All significant intercompany balances and
transactions between and among Westbury Metals Group and its subsidiaries
have been eliminated in consolidation.

b. Inventory and Inventory Hedging - Inventories which consist of precious
metals are stated at market value. Quantities are determined based upon
physical count and third party assays. Gold and silver comprise the major
portion of the value of

F-16
<PAGE> 55
Westbury's precious metal inventory. The prices of gold and silver are
subject to fluctuations and are expected to continue to be affected by
world market conditions. At June 30, 1999, all inventory owned by
Westbury was fully hedged to protect against market fluctuations. Market
gains or losses as well as all trading activities are included in "Cost
of sales." It is the Company's policy that all metal transactions are
fully hedged and should result in no gains or losses due to market
fluctuations. Hedging consists of the sale or purchase of forward
contracts for the physical delivery of metals. When the Company purchases
precious metal, it sells a forward contract to protect against
fluctuating market prices; conversely, when the Company sells precious
metals, it buys a contract to close the transaction. Futures contracts
are measured at market value with unrealized gains and losses reflected
in operations during the period. Westbury maintains inventories of
precious metals in various states of processing. Westbury also maintains
inventories at independent outside refineries. Such inventories are also
carried at current market value. As of June 30, 1999, the Company had
approximately $575,000 of net forward exchange contracts outstanding.

c. Property, Plant and Equipment - Property, plant and equipment is stated
at cost less accumulated depreciation. Depreciation is provided for by
the straight-line method over the estimated useful lives of the related
assets, ranging from 5 to 35 years.

d. Amortization of Intangible Assets - Intangible assets consist of
goodwill, which is the excess of the purchase price over the fair value
of assets acquired in business combinations accounted for as purchases.
Goodwill is being amortized on a straight-line basis over the period
benefited, ranging from 20-24 years. Goodwill is reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.

e. Impairment of Long-Lived Assets - The Company has adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
("Statement 121"). Statement 121 establishes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles, and
goodwill related to those assets to be held and used for long-lived
assets and certain identifiable intangibles to be disposed of. Statement
121 requires the review of long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Impairment would be
recognized in operating results if a permanent diminution in value were
to occur.

f. Translation of Foreign Currencies - Translation adjustments result from
the process of translating Alloy's financial statements from their local
currency to U.S. dollars. Assets and liabilities in foreign currencies
are translated into U.S. dollars at the rate in effect on the balance
sheet date. Revenues and expenses are translated at the average rate for
the period. Where amounts denominated in a foreign currency are converted
to U.S. dollars by remittance or repayment, the realized exchange
differences are not material and are included in determining net loss for
the period.

F-17
<PAGE> 56

g. Due to Customers - The Company's customers have the option of receiving
cash in lieu of the refined precious metals. Since the Company bears the
risk of loss, it is the policy of the Company to record all precious
metals received for refining as inventory and an offsetting liability due
to customers. Amounts due to Customers were $1,773,663 at June 30, 1999.

h. Revenue Recognition - Revenue from sales to customers is recognized at
the time product is shipped. Revenue for precious metal reclamation and
refining activities is recognized once all significant reclamation
activities have been performed and substantially all expenses related to
the reclamation and refining process have been incurred. Customers are
billed and reclamation revenue is recorded initially based upon assayed
value of the reclaimed materials. Once the final refining and assaying is
performed, the transaction is settled. The settlement amount does not
vary significantly from the amounts initially recorded. In certain cases,
the Company accepts payment for product sales or reclamation services in
precious metals.

i. Income Taxes - The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires the use of the liability method of accounting for deferred
income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates in
effect for the years in which the differences are expected to reverse.

j. Net Loss per Common Share - Basic net loss per common share is calculated
using the weighted average number of common shares outstanding during the
period. Dilutive potential common shares, such as stock options and
warrants, are not included for all periods presented because they would
be antidilutive.

k. Fair Value of Financial Instruments - Financial instruments consist
primarily of investments in cash, trade account receivables, accounts
payable, debt obligations and derivative financial instruments. The
Company estimates the fair value of financial instruments based on
interest rates currently available to the Company and by comparison to
quoted market prices. At June 30, 1999, the fair value of the Company's
instruments approximated the carrying value.

l. Use of Estimates - The preparation of financial statements requires the
Company's management to estimate the current effects of transactions and
events whose ultimate outcomes may not be determinable until future
years. Consequently, actual results could differ from those estimates.

m. Stock-Based Compensation - The Company accounts for stock-based
compensation using the intrinsic value method in accordance with APB No.
25, Accounting for Stock Issues to Employees. The Company has adopted the
disclosure requirements of SFAS No. 123, Accounting for

F-18
<PAGE> 57

Stock-Based Compensation, which requires the disclosure of pro forma net
income and earnings per share as if the Company adopted the fair
value-based method in measuring compensation expense.

n. New Accounting Pronouncements - The Company has adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income, and SFAS No. 131, Disclosure About Segments of an
Enterprise and Related Information, which require the Company to report
and display certain information related to comprehensive income and
operating segments. Adoption of these statements did not impact the
Company's financial position or results of operations.

o. Reclassifications - Certain prior year amounts have been reclassified to
conform with current year presentations.

3. ACQUISITION

Effective June 30, 1999, the Company purchased assets consisting of land,
building, inventory, customer list, and business name from Reliable Corporation
for $2,350,655, including related acquisition costs of $58,077. The acquisition
was accounted for as a purchase. Accordingly, the assets of the acquired
business are included in the consolidated balance sheet as of June 30, 1999. The
acquisition was financed through amounts payable to the former owner of
Reliable. A cash payment of $1,192,578 was made on July 16, 1999, with the
remaining balance financed through the issuance of promissory notes which bear
interest at an annual interest rate of 7% and are payable over six years. The
purchase price exceeded the fair value of net assets acquired by $1,190,000,
which is being amortized on a straight-line basis over 20 years.

The following unaudited pro forma consolidated results of operations have
been prepared as if the acquisition of Reliable Corporation had occurred as of
July 1, 1998 and 1997, respectively.

<TABLE>
<CAPTION>
June 30,
1999 1998

<S> <C> <C>
Total revenue $ 50,503,961 $ 21,440,135
============== ============

Net loss $ (980,182) $ (638,868)
============== ============

Loss per share - Basic and Diluted $ (0.31) $ (0.29)
============== ============
</TABLE>

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 dates indicated or of future operations of the combined
companies under the ownership and management of the Company.

F-19
<PAGE> 58

4. ADVANCES TO CUSTOMERS

Advances to customers arise as a result of the Company advancing finished
metal or cash to the customer prior to the settled amount. At the request of the
customer, the Company may advance up to 90% of the expected settlement value of
the metal to the customer. The Company may occasionally advance or consign metal
to its customers. These advances are charged against future transactions with
the customer. At June 30, 1999, total advances to customers amounted to
$450,297.

5. 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. At June 30, 1999, the Company
held $2,401,638 under consignment agreements (See Note 7). 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. 6.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 1999 consists of the following:

<TABLE>
<S> <C>
Land $ 207,916
Building and building improvements 742,144
Machinery and equipment 1,396,458
Furniture and fixtures 196,005
Vehicles 50,062
----------
2,592,585
Less accumulated depreciation and amortization 319,352
----------
Property, plant and equipment, net $2,273,233
==========
</TABLE>

7. GOLD CONSIGNMENT AGREEMENTS

The Company has gold consignment agreements with lenders to provide the
Company with the gold used in production. At June 30, 1999, the Company has not
included in its inventory 9,193 troy ounces of fine gold on consignment having a
market value of $2,401,638 (See Note 5). The maximum amount of consigned gold
available during fiscal 1999 was limited to the amount guaranteed by letters of
credit provided by a third-party consignee, which totaled $2,600,000.

The Company has incurred consignment fees in the amount of $72,634 and
$22,518 for the years ended June 30, 1999 and 1998.

8. LONG-TERM DEBT

<TABLE>
<S> <C>
Revolving Credit Agreement (a) $1,552,663
Promissory Notes (b) 1,100,000
Mortgage (c) 317,712
Other 93,752
----------
Total 3,064,127
Less current maturities 1,721,758
----------
Long-term maturities $1,342,369
==========
</TABLE>

a) In September 1998, RWT entered into a one-year revolving

F-20
<PAGE> 59
credit agreement with a credit corporation which provides for
borrowings up to $2,000,000. Interest on outstanding borrowings
accrues at the prime rate of interest plus two percent (10.0% at June
30, 1999). The facility is secured by the assets of RWT and guaranteed
by WMG. Borrowings are limited to the balance of eligible accounts
receivable. Based upon the borrowing base of the Company at June 30,
1999, the revolving credit agreement was fully utilized. The agreement
requires the Company to maintain certain financial ratios and requires
prior written consent for certain transactions. The agreement was
replaced subsequent to year end by a $12,000,000 revolving credit
agreement with a financial institution (See Note 17).

b) In connection with the acquisition of Reliable Corporation on June 30,
1999, RWT issued two six year promissory notes totaling to $1,100,000
to the former Reliable shareholder. The promissory notes bear interest
at fixed rate of 7.0% and is payable in equal monthly principal
installments totaling approximately $18,750 with the first
installments due on August 1, 1999. The promissory notes are secured
by the assets acquired.

c) In September 1998, WRC entered into a fifteen year, $325,000 mortgage
with a bank. The mortgage bears interest at a fixed rate of 8.625% and
is payable in equal monthly principal installments of $3,224. The
obligation under the Mortgage is secured by the building acquired.

Long-term liabilities maturing subsequent to June 30, 1999 are as follows:

<TABLE>
<CAPTION>
Year Ending June 30,

<S> <C>
1999 $1,721,758
2000 195,300
2001 210,370
2002 222,235
2003 232,855
Thereafter 481,609
----------
$3,064,127
==========
</TABLE>

9. DEFINED CONTRIBUTION PLAN

The Company maintains an Employee 401(k) Profit-Sharing Plan (the "401(k)
Plan") for all qualified salaried employees, which complies with the Section
401(k) of the Internal Revenue code of 1984, as amended. The 401(k) Plan permits
employees to make voluntary contributions to the Plan. The Company is not
required to make any matching contributions but may do so at the discretion of
management. During fiscal 1999 and 1998, no contributions were made to the
401(k) Plan by the Company.

F-21
<PAGE> 60
10. INCOME TAXES

The income tax provisions consists of the following:

<TABLE>
<CAPTION>
June 30,
1999 1998
<S> <C> <C>
Current:
Federal $ -- $ --
State and local 9,430 --
--------- --------

Foreign 76,522 --

Total current 85,952 --

Deferred:
Federal -- --

State and local -- --

Foreign -- --
--------- --------

Total deferred -- --
--------- --------
Total income tax provision $ 85,952 $ --
========= ========

Deferred taxes at June 30, 1999 consist of the following:

Deferred Tax Assets:
Accounts receivable $ 6,970
Net operating loss 283,561
Other 318
--------

290,849

Deferred Tax Liabilities:
Property and equipment (8,863)
--------
Net deferred tax asset 281,986

Valuation allowance (281,986)
--------
Net deferred taxes $ --
========
</TABLE>

F-22
<PAGE> 61

The valuation allowance increased by approximately $138,000 during the
fiscal year as a result of the increase in net operating loss carryforwards. The
Company has net operating loss carry forwards totaling approximately $691,612,
which expires between 2006 and 2017. A reconciliation of the differences between
the Federal statutory tax rate of 35% and the Company's effective income tax
rate is as follows:

<TABLE>
<CAPTION>
June 30,
1999 1998
<S> <C> <C>
Federal statutory income tax rate (35)% (35)%
State income taxes, net of Federal benefit 6 --
Permanent differences 14 --
Foreign rate differential (38) --
Increase in valuation allowance 140 35
---- ----

Effective income tax rate 87% 0%
==== ====
</TABLE>

11. STOCKHOLDERS' EQUITY

a. Common Stock - Effective March 31, 1998, the Company issued 1,850,000 shares
of its common stock in exchange for all of the outstanding shares of Westbury
Alloys, Inc. This merger was accounted for as a purchase. The value attributed
to the shares was $100,000, which was the value of all of the outstanding shares
on the books of Westbury Alloys, Inc. Additionally, in accordance with the
reverse merger, the Company declared and paid a 1.057142 for one stock dividend
on the Company stock outstanding. This resulted in an additional 92,500 shares
of stock issued. In December 1997, the Company completed a bridge financing
agreement in the amount of $700,000 which was used to repay long-term debt and
to support operations. In accordance with the terms of the bridge agreement, the
debt was converted into shares of the Company's common stock at the time of the
reverse merger on March 31, 1998. A total of 233,333 shares of the Company's
common stock were issued to the debtholders at the offering price of $3.00 per
share.

F-23
<PAGE> 62

In fiscal year 1998, the Company entered into an agreement whereby it issued
shares of its common stock through a private placement memorandum. The proceeds
of the offering, net of expenses, including the conversion of the bridge loan to
common stock, was $3,034,039 from the issuance of 1,167,312 shares.

b. Warrants - As part of the loan agreement (discussed in (a) above), the
debtholders received warrants to purchase 700,000 shares of the common stock of
the Company at $2.25. These warrants expire on December 19, 1999. In the fourth
quarter of fiscal 1999, the Company, in an attempt to raise capital, offered
each warrant holder the option to convert the warrants into common stock at an
exercise price of $2.00, which represented a discount of $.25 below the exercise
price. As of June 1999, two warrant holders accepted this offer and exercised a
total of 50,000 warrants, for which the Company recorded an expense of $12,500
related to this discount. The offer to exercise the warrants at a discount
expired on June 30, 1999.

c. Stock Option Plan - Under the Company's stock option plan (Westbury Alloys,
Inc.'s 1997 Omnibus Stock Incentive Plan (as amended)) (the "Plan"), which has
been ratified by the shareholders of Westbury Metals Group Inc., options to
purchase a maximum of 750,000 shares of common stock (subject to adjustment in
the event of stock splits, stock dividends, recapitalization and other capital
adjustments) may be granted to employees and outside directors of the Company.
The options to be granted under the Plan are designated as incentive stock
options or non-incentive stock options by the Board of Directors, which also has
the discretion as to the person to be granted the options, the number of shares
subject to the options and the terms of the option agreements. The Plan is
administered by the Board of Directors. All present and future employees shall
be eligible to receive incentive awards under the Plan, and all present and
future non-employee directors shall be eligible to receive non-statutory options
under the Plan. The options are intended to receive incentive stock option tax
treatment under Section 422 of the Internal Revenue Code of 1986, as amended.
The exercise price of shares of common stock covered by an incentive stock
option shall not be less than 100% of the fair market value of such shares on
the date of grant, provided that if an incentive stock option is granted to an
employee who, at the time of the grant is a 10% shareholder, then the exercise
price of the shares covered by the incentive stock option shall not be less than
110% of the fair market value of such shares on the date of grant. The exercise
price of shares covered by a non-statutory stock option shall not be less than
85% of the fair market value of such shares on the date of grant.

F-24
<PAGE> 63

Stock option transactions during the years ended June 30, 1999 and
1998 are summarized below:

<TABLE>
<CAPTION>
Shares Price Range Average Price
<S> <C> <C> <C>
Options outstanding - July 1, 1997 -- -- --
Options granted 285,000 $0.50 - $3.00 $1.30
Options cancelled (15,000) $ 0.50 $0.50
-------- ------------- -----

Options outstanding - June 30, 1998 270,000 $0.50 - $3.00 $1.40

Options granted 52,500 $ 3.00 $3.00

Options cancelled (8,500) $0.50 - $3.00 $2.29
-------- ------------- -----

Options outstanding June 30, 1999 314,000 $ 3.00 $3.00
-------- ------------- -----

Options exercisable at June 30, 1999 150,833 $0.50 - $3.00 $2.07
======== ============= =====
</TABLE>

Not Registered

<TABLE>
<CAPTION>
Stock Stock Options
Options Outstanding Outstanding Exercisable
------------------------------ ------------------------------
Weighted Avg. Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life (yrs.) Price Exercisable Price
<S> <C> <C> <C> <C> <C>
$ 0.50 167,500 8.4 $0.50 55,833 $0.50

$ 3.00 146,500 9.1 $3.00 95,000 $3.00
--------- --------

314,000 150,833
========= =======
</TABLE>

F-25
<PAGE> 64

Of the options granted for the fiscal year ended June 30, 1998, 167,500 are
exercisable in equal installments over a three-year period from date of grant,
50,000 are exercisable in equal installments over a two-year period from date of
grant and 50,000 were immediately exercisable. Of the option granted for the
fiscal year ended June 30, 1999, 16,500 are exercisable in equal installments
over a three-year period from date of grant, 10,000 are exercisable one year
from date of grant and 20,000 were immediately exercisable. The exercise price
under each option is the fair market value of the Company's stock at the date of
grant. All options expire ten years from the date of grant. There are 436,000
shares available for future grants. There have been 23,500 options cancelled
under this plan.

The Company applies APB Opinion No. 25 and related interpretations in accounting
for its stock option plans. Accordingly, no compensation cost has been
recognized for the fixed portion of its stock option plans. Had compensation
cost for the Company's fixed stock options been determined based on fair value
at the grant dates consistent with Statement of Financial Accounting Standards
No. 123, "Accounting for Stock Based Compensation to Employee" ("SFAS No. 123"),
the Company's net loss attributable to common shareholders and net loss per
share would have increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
1999 1998
As Pro As Pro
Reported Forma Reported Forma
<S> <C> <C> <C> <C>
Net. loss attributable to common
shareholders $ (184,694) $ (262,267) $ (424,441) $ (502,694)
Net loss per share -
basic and diluted $ (0.06) $ (0.08) $ (0.20) $ (0.23)
</TABLE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants. The weighted average fair value of options granted
during fiscal 1999 was $1.18. The weighted average fair value of all options
granted as of June 30, 1999 was $0.50.

<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Dividend yield 0% 0%
Expected volatility 132% 0%
Risk-free interest rate 5.78% 5.00%
Expected option life, in years 4 4-5
</TABLE>

F-26
<PAGE> 65

12. COMMITMENTS AND CONTINGENCIES

a. Lease Commitments - The Company has several operating leases
consisting of a facility used for reclamation and various
automobiles.

The facility lease provides the Company with the option to purchase
at the end of the lease term. The Company has no intention to
exercise this purchase option at this time.

Minimum payments for operating leases having initial or remaining
noncancelable terms in excess of one year are as follows:

<TABLE>
<CAPTION>
Year Ending June 30,
<S> <C>
2000 $ 96,970
2001 86,684
2002 89,556
2003 92,004
--------
$365,214
========
</TABLE>

Rent expense for all operating leases was approximately $84,472 and
$91,624 for the years ended June 30, during 1999 and 1998,
respectively.

b. Employment Agreements - The Company's chief executive officer has an
employment agreement expiring December 31, 2000. Under the
agreement, he receives $175,000 annually plus 10% of the annual
pre-tax profits of the Company in excess of $500,000 to a maximum
bonus of $175,000.

Under the terms of the Reliable acquisition, the Company entered
into a three-year employment agreement with the former Reliable
shareholder effective July 1, 1999, to render services in the
capacity as president of the RWT subsidiary. Compensation during the
employment agreement will be $150,000 annually.

c. Letters of Credit - An affiliate of the Company has entered into a
letter of credit arrangement with an unrelated third party to
provide letters of credit in the amount of $2,600,000 to guarantee
the debt to a lender. During fiscal 1999 and 1998, the Company paid
fees of $21,807 for these letters of credit. Subsequent to year-end,
this letter of credit arrangement and related guarantee was
terminated as a result of the Company entering into a new credit
agreement with a different lender.

d. Consulting Services - In fiscal 1996, the Company entered into a
five-year consulting agreement with a former principal of Westbury
Alloys, Inc. for an annual fee of $10,000.

e. Litigation - The Company is subject to litigation in the ordinary

F-27
<PAGE> 66

course of its business. The Company believes it has meritorious
defenses in all material pending lawsuits and that the outcome will
not have a material adverse effect on the Company's financial
position or results of operations.

13. RELATED PARTY TRANSACTIONS

a. An officer of the Company is affiliated with a legal firm which
provided services to the Company in the amount $55,485 and $67,641
for fiscal 1999 and 1998, respectively.

b. A Director of the Company is affiliated with a credit corporation
which provides financing under the revolving credit agreement. Total
interest and financing fees paid to the credit Corporation in fiscal
1999 was $139,250.

14. SUPPLEMENTAL CASH FLOW INFORMATION

Selected cash payments and noncash activities were as follows:

<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Cash paid during the year for:
Interest $ 252,443 $ 164,454

Noncash investment and financing activities:
Acquisition of business assets by assuming
liabilities (See Note 3) 2,292,578 --
Purchase of Land and Building:
Fair value of assets acquired $ 544,342 --
Cash Paid (219,342) --
Liabilities assumed $ 325,000 $ --
Capital lease obligations 79,500 --
Loan obligations to finance purchase of vehicles 21,454 --
</TABLE>

15. INDUSTRY SEGMENTS

In 1997, the Financial Accounting Standard Board issued SFAS No. 131,
Disclosure About Segments at an Enterprise and Related Information, which
establishes standards for the way in which public business enterprises report
information about operating segments in annual financial statements.

F-28
<PAGE> 67
and tin-lead anodes which are used in manufacturing to consumers of the Company.
The Refining segment provides refining services to customers of the Company. The
Corporate segment combines activity for nonreportable segments.

<TABLE>
<CAPTION>
Industrial
Commodities
Management Manufacturing Refining Corporate Consolidated
<S> <C> <C> <C> <C> <C>
YEAR ENDED JUNE 30, 1999

Sales to unaffiliated customers $ 20,224,000 $ 8,908,000 $ 5,338,000 $ -- $ 34,470,000

Transfers between segments 23,783,000 -- -- (23,783,000) --
------------ ------------ ------------ ------------- ------------
Total revenues $ 44,007,000 $ 8,908,000 $ 5,338,000 $ (23,783,000) $ 34,470,000
============ ============ ============ ============= ============

Interest expenses $ 64,000 $ 89,000 $ 102,000 $ 21,000 $ 276,000
============ ============ ============ ============= ============
Depreciation and amortization $ 2,000 $ 33,000 $ 122,000 $ 10,000 $ 167,000
============ ============ ============ ============= ============

Income (Loss) before income tax
benefit provision $ 2,000 $ (133,000) $ 74,000 $ (42,000) $ (99,000)
============ ============ ============ ============= ============

Income provisions $ 77,000 $ -- $ 9,000 $ -- $ 86,000
============ ============ ============ ============= ============
Total assets $ 981,000 $ 4,730,000 $ 2,524,000 $ 922,000 $ 9,157,000
============ ============ ============ ============= ============
</TABLE>

16. CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank accounts which at times may exceed
federally insured limits. The Company has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk.

In fiscal 1999, the Company had two customers which accounted for
approximately 15.1% and 9.2% of consolidated revenue. As of June 30, 1999, the
accounts receivable balance for these customers were approximately $774,000 and
$0, respectively.

17. SUBSEQUENT EVENTS

In July 1999, RWT, International and Alloys (the "Co-borrowers") entered
into a two year revolving credit agreement with a bank under which it may borrow
up to $12,000,000. Of this total, $7,000,000 has been designated for the
consignment

F-29
<PAGE> 68

of precious metals, $1,000,000 for a forward contract facility, and the
remaining balance may be utilized to meet working capital requirements. Interest
on the consignment of precious metals accrues at the Gold Cost of Funds rate
plus 2.50%. Interest on the remaining borrowings accrues at the option of the
Company at LIBOR plus 2.50% or Prime plus .5%. Borrowings for the consignment of
precious metals is limited to the balance of eligible inventory, with the
remaining borrowings limited to the balance of eligible accounts receivables.
The facility is secured by the assets of the Co-borrowers, and guaranteed by
WMG. The agreement requires the Company to maintain certain financial ratios and
other financial conditions. The Company has agreed to pay fees of .375% on the
unused amount of the facility.

In addition, in July 1999, the Co-borrowers and WMG received a two year
subordinated term note (the "Note") in the amount of $2,000,000 from a financing
company. Interest on the Note accrues at a rate equal to prime plus 4% and is
payable monthly. The principal portion of the Note becomes due July 2001. In
conjunction with the issuance of the Note, the Company granted 90,000 warrants
to purchase the Company's common stock at an exercise price of $3.00, which
represents the fair market value of the stock on the date of issuance. The
warrants are exercisable July 2000 and expires July 2009.

F-30
<PAGE> 69

INDEPENDENT AUDITORS' REPORT

To The Board of Directors and Stockholders
Westbury Metals Group, Inc.

We have audited the accompanying consolidated balance sheet of Westbury Metals
Group, Inc. (formerly known as Rosecap, Inc.) and subsidiaries as of June 30,
1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended June 30, 1998 and 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of Alloy Trading S.A., a 98% owned subsidiary, which statements
reflect total assets of $508,432 as of June 30, 1998; there were no revenues as
they have been eliminated in consolidation. Those statements were audited by
other auditors whose report has been furnished to us, and our opinion, insofar
as it relates to the amounts included for Alloy Trading S.A., is based solely on
the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Westbury Metals Group,
Inc. and subsidiaries as of June 30, 1998, and the results of their operations
and their cash flows for the years ended June 30, 1998 and 1997 in conformity
with generally accepted accounting principles.

As discussed in Note 17 to the consolidated financial statements, the Company's
management discovered subsequent to the issuance of the consolidated financial
statements that the merger of Westbury Alloys Inc. and Rosecap, Inc. should have
been recorded with Westbury Alloys, Inc. as the acquirer. Accordingly, the
accompanying consolidated financial statements have been restated, and an
adjustment made to accumulated deficit to reflect the correction of that
treatment.

CITRIN COOPERMAN & COMPANY, LLP

New York, New York
September 18, 1998 except as to
Note 17, which is as of
February 15, 1999

F-31
<PAGE> 70

WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1998

ASSETS
------
CURRENT ASSETS:
Cash $ 877,520
Accounts receivable 788,749
Inventory 835,565
Due from affiliates
Prepaid expenses and other current assets 348,795
-----------
Total Current Assets 2,850,629
===========

PROPERTY, PLANT AND EQUIPMENT:
Property and equipment 599,843
Accumulated depreciation and amortization (162,695)
-----------
Net Property Plant and Equipment 437,148
===========

OTHER ASSETS:
Goodwill-net of accumulated amortization of $70,480 230,720
Deposits 113,177
-----------
Total Other Assets 343,897
===========

TOTAL ASSETS $ 3,631,674
===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
Loans payable $
Current portion of long-term debt
Due to customers 455,553
Accounts payable and accrued expenses 528,246
-----------
Total Current Liabilities 983,799
-----------

Long-term debt-net of current portion
-----------

STOCKHOLDERS' EQUITY:
Common stock $.001 par value; Authorized
50,000,000 shares; issued and outstanding
3,197,312 shares 3,197
Capital in excess of par value 3,171,879
Accumulated deficit (527,201)
-----------
Total Stockholders' Equity 2,647,875
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,631,674
===========

See accompanying notes to consolidated financial statements.

F-32
<PAGE> 71
WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
REVENUE:
Precious metal sales $ 1,425,315 $ --
Refining 1,874,829 1,540,479
------------ ------------

Total revenue 3,300,144 1,540,479
------------ ------------

COST OF SALES:
Cost of precious metal sales 1,335,607 --
Cost of refining 807,221 703,853
------------ ------------

Total cost of sales 2,142,828 703,853
------------ ------------

GROSS PROFIT 1,157,316 836,626

OPERATING EXPENSES:
Selling, general and administrative expenses 1,377,159 735,235

Depreciation and amortization 94,696 138,479
------------ ------------

Total operating expenses 1,471,855 873,714
------------ ------------

EARNINGS (LOSS) FROM OPERATIONS (314,539) (37,088)

OTHER EXPENSES (INCOME):
Interest expense 132,090 56,654

Interest income (22,188) --
------------ ------------

Total other expenses 109,902 56,654
------------ ------------

LOSS BEFORE PROVISION FOR INCOME TAXES (424,441) (93,742)

PROVISION FOR INCOME TAXES -- 9,018
------------ ------------

NET LOSS $ (424,441) $ (102,760)
============ ============

NET LOSS PER SHARE - Basic and Diluted $ (0.20) $ (0.05)
============ ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - Basic and Diluted 2,173,139 1,937,500
============ ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-33
<PAGE> 72

WESTBURY METALS GROUP, INC. AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

<TABLE>
<CAPTION>
Common Stock Capital in Total
------------ excess of Accumulated Stockholders'
Shares Amount par value Deficit Equity
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, July 1, 1996 1,937,500 $ 1,937 $ 118,102 $ $ 120,039

Net loss for the year ended
June 30, 1997 (102,760) (102,760)
--------- --------- ---------- ------------ ----------
Balance, June 30, 1997 1,937,500 1,937 118,102 (102,760) 17,279

Common stock issued upon
merger with Rosecap, Inc.
March 31, 1998 92,500 93 20,905 20,998

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
========= ========= ========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-34
<PAGE> 73

WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Operating Activities:
Net loss $ (424,441) $ (102,760)
Adjustments to reconcile net loss to net cash
used by operating activities:

Depreciation and amortization 94,696 138,479
Changes in assets and liabilities:
Inventory (114,617) (720,948)
Accounts receivable (711,159) (77,590)
Due from affiliates 81,445 (81,445)
Prepaid expenses and other current assets 276,092 (381,841)
Deposits (92,114) (21,063)
Due to customers 15,850 439,703
Accrued expenses 319,599 188,227
----------- ------------
Net cash used by operating activities (554,649) (599,238)
----------- ------------

Investing activities:
Equipment additions (174,395) ( 55,046)
Loans to customers (163,046)
Payments of organization costs (1,200)
----------- ------------
Net cash used by investing activities (174,395) (219,292)
----------- ------------

Financing activities:
Issuance of common stock 2,334,039
Repayment of loans payable (973,046)
Proceeds of Bridge financing 700,000
Repayment of long-term debt (568,983)
Paid-in capital 20,039
Note payable (101,419)
Loans payable 973,046
----------- ------------
Net cash provided by financing activities 1,492,010 891,666
----------- ------------

Net increase in cash 762,966 73,136

Cash from merged subsidiary 41,418

Cash - beginning 73,136
----------- ------------
CASH - ENDING $ 877,520 $ 73,136
=========== ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-35
<PAGE> 74

WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. At June 30, 1997 Westbury was a Limited Liability Company. 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 sales to third parties.

Alloy, a 98% owned subsidiary of Westbury, was incorporated in Peru in 1996. The
remain 2% of the capital stock of Alloy is 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.

On March 30, 1998 West Tech, Inc. ("West Tech") was formed as a subsidiary of
Westbury (with ownership being subsequently transferred to WMG) for the
manufacture and sale of silver in various forms and shapes, plating salts as
well as tin and tin-lead anodes used in manufacturing. In the near future the
Company anticipates a broader product line to include precious metal casting
grains, alloys, and mill product. In May of 1998 the Company acquired the
registered trade name Onic for use in the manufacture and sale of its high
quality tin products.

Westbury Realty Management Corp. ("WRMC") was formed in June of 1998 for the
purpose of acquiring the property that is presently being rented by Westbury for
its processing of catalyst materials. This acquisition should be completed by
September 30, 1998. There was no financial activity during the reporting
period.

Gold and silver comprise the major portion of the value of Westbury's precious
metal inventory, which may be held under certain consignment agreements (see
Note 4). The prices of gold and silver are subject to fluctuations and are
expected to continue to be affected by world market conditions. At June 30, 1998
all inventory owned by Westbury was fully hedged to protect against market
fluctuations. Market gains or losses as well as all trading activities are
included in "Cost of sales". It is the Company's policy that all metal
transactions are fully hedged and should result in no gains or losses due to
market fluctuations. Hedging consists of the sale or purchase of forward
contracts for the physical delivery of metals. When the Company purchases
precious metal it sells a forward contract to protect against fluctuating market
prices, conversely when the company sells precious metals it buys a contract to
close the transaction. Futures contracts are measured at market value with
unrealized gains and losses reflected in operations during the period. Westbury
maintains inventories of precious metals in various states of processing.
Westbury also maintains inventories at independent outside refineries. Such
inventories are carried on its books at current market value.

F-36
<PAGE> 75

WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the operations of WMG for the
period from April 1, 1998 through June 30, 1998 and the operations of Westbury,
Alloy and West Tech, from July 1, 1997 through June 30, 1998. All significant
intercompany balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements requires the Company's management to
estimate the current effects of transactions and events whose ultimate outcomes
may not be determinable until future years. Consequently, actual results could
differ from those estimates.

TRANSLATION OF FOREIGN CURRENCIES

Translation adjustments result from the process of translating Alloy's financial
statements from their local currency to U.S. dollars. Assets and liabilities in
foreign currencies are translated into U.S. dollars at the rate in effect on the
balance sheet date. Revenues and expenses are translated at the average rate for
the period. Translation adjustments were not significant. Where amounts
denominated in a foreign currency are converted to U.S. dollars by remittance or
repayment, the realized exchange differences are not material and are included
in determining net loss for the period.

INVENTORY AND DUE TO CUSTOMERS

The Company's customers have the option of receiving cash in lieu of the refined
precious metals. Since the Company bears the risk of loss, it is the policy of
the Company to record all precious metals received for refining as inventory and
an offsetting liability due to customers.

Inventories which consist of precious metals, are stated at their market value.
Quantities are determined based upon physical count.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost and depreciated using
straight-line methods over the estimated useful lives of the assets ranging from
5 years to 39 years.

AMORTIZATION OF INTANGIBLE ASSETS

Intangible assets consist of goodwill, which is the excess of the purchase price
over the fair value of assets acquired in business combinations accounted for as
purchases. Goodwill is amortized on a straight-line basis over the period
benefited 24 years. Goodwill is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. Impairment would be recognized in operating results if a permanent
diminution in value were to occur.

INCOME TAXES

The Company accounts for income taxes under the provisions of Statement 109,
Accounting for Taxes issued by the Financial Accounting Standards Board. Under
such statement, the tax benefits of tax operating loss carryforwards are
recorded to the extent available less a valuation allowance if it is more likely
than not that some portion of the deferred tax asset will not be realized.

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. Potential common shares are not included for
all periods presented because they would be anti-dilutive.

F-37
<PAGE> 76
WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

IMPAIRMENT OF LONG-LIVED ASSETS

Effective July 1, 1996, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of". This
statement requires that long-lived assets and certain identifiable intangibles
to be held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of assets may not be
recoverable. There was no significant impact on the Company's results of
operations or financial position.

STOCK BASED COMPENSATION

The Company accounts for stock-based compensation using the intrinsic value
method in accordance with APB No. 25, "Accounting for Stock Issued to
Employees". Effective July 1, 1996, the Company adopted the disclosure
requirements of SFAS No. 123, "Accounting for Stock-Based Compensation", which
require the disclosure of pro forma net income and earnings per share as if the
Company adopted the fair value-based method in measuring compensation expense as
of the beginning of fiscal 1996 (See Note 13).

NEW REPORTING PRONOUNCEMENT

The Company will implement the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 130, Reporting Comprehensive Income, SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information, and SFAS
No. 132, Employers' Disclosures about Pensions and Other Post-retirement
Benefits which require the Company to report and display certain information
related to comprehensive income, operating segments, and employee benefits
plans, respectively, as required in 1998. Adoption of these statements will not
impact the Company's financial position or results of operations.

FAIR VALUE FINANCIAL INSTRUMENTS

The Company considers the fair value of all financial instruments to be not
materially different from their carrying value at year end.

NOTE 2 - CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank accounts which, at times, may exceed
federally insured limits. The Company has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk.

NOTE 3 - ADVANCES TO CUSTOMERS

Advances to customers arise as a result of the Company advancing finished metal
or cash to the customer prior to the subsequent settled amount. At the request
of the customer, the Company may advance up to 90% of the expected settlement
value of the metal to the customer. The Company occasionally advances or
consigns metal to its customers. These advances are charged against future
transactions with the customer.

NOTE 4 - 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. At June 30, 1998, the Company held
$2,345,300 under consignment agreements 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.

F-38

<PAGE> 77
WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 5 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at June 30, 1998 substantially consist
of a value added tax credit from the Peruvian government of $245,847, and of
payments in advance of Peruvian income tax of $56,886. Alloy may request the
reimbursement of the value added tax credit to the local tax administration and
is entitled to also receive reimbursement of the payments in advance of income
taxes.

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at consists of the following;
<TABLE>
<CAPTION>

<S> <C>
Machinery and equipment $487,777
Furniture and fixtures 54,135
Leasehold improvements 31,646
Vehicles 26,285
--------
599,843
Less accumulated depreciation and amortization 162,695
--------
Property, plant and equipment - net $437,148
========
</TABLE>

NOTE 7 - DUE FROM AFFILIATES

The Company loaned $69,543 to a trust whose trustees consist of the owners of
one of the members of the Company. The loan, which does not bear interest, was
repaid subsequent to June 30, 1997.

NOTE 8 - LOANS PAYABLE

The Company has entered into an agreement with Republic National Bank at June
30, 1998 to provide the Company with the gold used in production through
consignment arrangements. At June 30, 1998, the Company included in its
inventory 7,915 troy ounces of fine gold on consignment having a market value of
$2,345,300 (see Note 4). The maximum amount of consigned gold available is
limited to the amount guaranteed by letters of credit provided by a third party
consignee, presently $2,600,000.

The Company has incurred consignment fees in the amount of $22,518 on the above
loan for the year ended June 30, 1998.

F-39

<PAGE> 78
WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 9 - INCOME TAXES

The Company's net deferred tax asset as of June 30, 1998 is estimated
as follows:

<TABLE>
<CAPTION>
Deferred tax assets:

<S> <C>
Net operating loss carryforward $ 140,000

Deferred tax liability:
Amortization of goodwill 4,000
---------

Net deferred tax asset 144,000
Valuation allowance 144,000
---------

Net deferred taxes $ 0
=========
</TABLE>

A valuation allowance for 1998 has been applied to offset the deferred tax asset
in recognition of the uncertainty that such tax benefit will be realized.

At June 30, 1998, the Company has available net operating loss carryforwards for
federal and state income tax purposes of approximately $350,000, which are
available to offset future taxable income, if any. These carryforwards expire
beginning in 2012.

The provision for income tax represents the Peruvian tax on the income of Alloy.
Income tax has been computed on the basis of taxable income adjusted by
inflation (a fixed rate of 30%).

F-40

<PAGE> 79
WESTBURY METALS GROUP INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 10 - STOCKHOLDERS' EQUITY

Effective March 31, 1998, the Company issued 1,850,000 shares of its common
stock in exchange for all of the outstanding shares of Westbury Alloys, Inc.
This merger was accounted for as a purchase. The value attributed to the shares
was $100,000, which was the value of all of the outstanding shares on the books
of Westbury Alloys, Inc. Additionally, in accordance with the reverse merger,
the Company declared and paid a 1.057142 for one stock dividend on the Company
stock outstanding. This resulted in an additional 92,500 shares of stock
issued.

The Company entered into an agreement whereby it issued shares of its common
stock through a private placement memorandum. The proceeds of the offering, net
of expenses, was $2,334,039, from the issuance of 1,167,312 shares of common
stock. In October, November and December 1997 the Company obtained Bridge
Financing of $700,000. A substantial portion of the proceeds was used to repay
the long-term debt of $500,000 due to Stacie Green. Included in the issued
shares are 233,333 shares issued to certain investors who had provided the
bridge financing to Westbury and converted their loans to equity at the same
offering price of $3.00 per share. These noteholders also received warrants to
purchase 700,000 shares of common stock of the Company at $2.25 per share. The
warrants expire on March 31, 2000.

NOTE 11 - STOCK OPTION PLAN

Under the Company's stock option plan (Westbury Alloys' Inc.'s 1997 Omnibus
Stock Incentive plan (as amended) (the "Plan") which has been ratified by the
shareholders' of Westbury Metals Group Inc., options to purchase a maximum of
750,000 shares of common stock (subject to adjustment in the event of stock
splits, stock dividends, recapitalization and other capital adjustments) may be
granted to employees and outside directors of the Company. The options to be
granted under the plan are designated as incentive stock options or
non-incentive stock options by the board of directors which also has the
discretion as to the person to be granted the options, the number of shares
subject to the options and the terms of the option agreements. The plan is
administered by the board of directors. All present and future employees shall
be eligible to receive incentive awards under the plan, and all present and
future non-employee directors shall be eligible to receive non-statutory options
under the plan. The options are intended to receive incentive stock option tax
treatment under Section 422 of the Internal Revenue Code of 1986, as amended.

The exercise price of shares of common stock covered by an incentive stock
option shall not be less than 100% of the fair market value of such shares on
the date of grant, provided that if an incentive stock option is granted to an
employee who, at the time of the grant, is a 10% shareholder, then the exercise
price of the shares covered by the incentive stock option shall not be less than
110% of the fair market value of such shares on the date of grant. The exercise
price of shares covered by a non-statutory stock option shall not be less than
85% of the fair market value of such shares on the date of grant.

Options outstanding at June 30, 1998 are exercisable at prices ranging from $.50
to $3.00 per share, the fair market value on the date of grant, and expire at
various dates to June 17, 2008. Options to purchase 180,000 shares were granted
October 28, 1997, while the plan was part of Westbury Alloys, Inc. Options to
purchase 100,000 shares were granted June 18, 1998 and are exercisable through
June 17, 2008. The options granted October 28, 1997 are exercisable at a rate of
45,000 shares annually for four years beginning October 28, 1997. Of the options
granted June 18, 1998, 50,000 are exercisable immediately and 25,000 are
exercisable annually beginning June 18, 1999 and June 18, 2000. No other options
have been granted, exercised or terminated.

NOTE 12 - COMMITMENTS

EMPLOYMENT AGREEMENT

The Company's chief executive officer has an employment agreement expiring
December 31, 2000. Under the agreement he receives $175,000 annually plus 10% of
the annual pretax profits of the Company in excess of $500,000 to a maximum
bonus of $175,000 per year.

F-41
<PAGE> 80
WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 12 - COMMITMENTS (CONTINUED)

LEASE COMMITMENT
Effective July 22, 1996 the Company entered into a seven-year lease, expiring
July 31, 2003, for the premises known as 750 Shames Drive, Westbury, New York,
which approximates 10,200 square feet. The annual rental in the initial year of
the lease is $7.50 per square foot, plus escalation's for real estate taxes.

Provided the Company is not in default under the lease, the Company has the
option to purchase the premises, along with premises known as 700 Shames Drive
(7,800 square feet). If the Company exercises the option to buy within the first
three years of the lease, the combined purchase price of both premises shall be
$1,200,000. After the first three years of the lease, the purchase terms of
the property shall be determined as specified in the lease, which calls for
among other provisions, the purchase price to be fair market value.

Future minimum lease payments are as follows:

For the year ending June 30,
------------------------------
<S> <C>
1999 $82,416
2000 84,762
2001 85,884
2002 89,556
2003 92,004
-----------
$434,622
===========
</TABLE>

Rent expense for the years ended June 30, 1998 and 1997 was $91,624 and $72,181,
respectively.

CONSULTING SERVICES
Effective July 22, 1996, the Company entered into a five year consulting
agreement with Lawrence Raskin. Under the agreement, the Company will pay
Lawrence Raskin $10,000 annually for a total fee of $50,000 plus certain
expenses.

LETTERS OF CREDIT
An affiliate of the Company has entered into letter of credit arrangements with
an unrelated third-party to provide letters of credit in the amount of
$2,600,000 to guarantee the debt to Republic National Bank. During the current
fiscal year the Company paid fees of $21,807 for these letters of credit.

NOTE 13 - STOCK BASED COMPENSATION
The per share average fair value of stock options granted during the year ended
June 30, 1998 were $2.59 and $.66 on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions:

Expected dividend yield 0%
Risk free interest rate 5%
Expected stock volatility 0%
Expected option life 4 YEARS AND 5 YEARS

The Company applies APB opinion No 25 in accounting for its plans and,
accordingly, no compensation cost has been recognized in the financial
statements for its stock options which have an exercise price equal to the fair
value of the stock on the date of the grant. Had the Company determined
compensation cost based on the fair value at the grant date of this stock
options under SFAS No. 123, the Company's net loss would have been increased to
the pro forma amounts indicated below for the year ended June 30, 1998:

F-42

<PAGE> 81
WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

NOTE 13 - STOCK BASED COMPENSATION (CONTINUED)
- ----------------------------------------------

<TABLE>
<CAPTION>
Net loss: Net loss per share:
<C> <C> <C> <C>
As reported $(424,441) As reported $(.20)
Pro forma $(502,694) Pro forma $(.23)
</TABLE>

Pro forma net loss reflects only options granted during the year ended June 30,
1998. The full impact of calculating compensation cost for stock options under
SFAS No. 123 is not reflected in the pro forma net loss amounts presented above
because compensation cost is reflected over the options' vesting period of 4
years. No stock options were granted during the year ended June 30, 1997.

NOTE 14 - SUBSEQUENT EVENTS
- ---------------------------

On July 1, 1998 Westbury International, Inc., was formed to provide trading and
risk management services. Activities include metals leasing, financing
arrangements, cash and forward purchases and sales for internal metals
management requirements and as a profit center dealing with third parties.

The Company has entered into an agreement to purchase an adjacent building at
900 Shames Drive, Westbury, New York for a total of $510,000. There is a
mortgage commitment from Roosevelt Savings Bank in the amount of $325,000. The
title to this property will be in Westbury Realty Management Inc., a newly
formed corporation with no activity in the current year. The closing is
anticipated to take place on September 29, 1998.

NOTE 15 - RELATED PARTY TRANSACTIONS
- ------------------------------------

An officer of the Company is affiliated with a legal firm which provided
services to the Company in 1998. Fees earned by such affiliate were $67,641.

NOTE 16 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
- ----------------------------------------------------------

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash paid during the year for
- -----------------------------
Interest expense $164,454 $ 24,290

Noncash investing and financing activity
- ----------------------------------------
A loan obligation was incurred when the Company financed the
purchase of its automobile. $ 20,402

Various not obligations were incurred when the Company
financed the purchase of equipment and goodwill. $ 500,000
</TABLE>

NOTE 17 - RESTATEMENT OF FINANCIAL STATEMENTS
- ---------------------------------------------

Subsequent to the issuance on September 18, 1998 of the consolidated financial
statements as of and for the year ended June 30, 1998, the Company's management
discovered that the merger of Westbury Alloys Inc. and Rosecap, Inc., treating
Rosecap, Inc. as the acquirer whereas, under interpretations of reverse
acquisitions it seems more appropriate to show the accounting treatment for the
merger with Westbury Alloys, Inc. as the acquirer. Accordingly, the
accompanying consolidated financial statements have been restated to correct
this treatment, resulting in the reduction of goodwill by $416,496, reduction of
capital in excess of par value by $1,292 and an increase in the accumulated
deficit by $415,204.

F-43

<PAGE> 82
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses relating to the registration of the shares will be borne
by Westbury Metals Group. Such expenses are set forth in the table below. All
amounts are estimates except the Securities Act registration fee.

Securities Act Registration Fee $ 3,464.17
Legal Fees and Expenses* 75,000.00
Accounting Fees and Expenses* 5,000.00
Printing Expenses* 25,000.00
Miscellaneous* 11,535.83
-----------
Total $120,000.00

*Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our amended certificate of incorporation in effect as of the date
hereof (the "Certificate") provides that the Registrant's directors and officers
shall not be personally liable to third parties for expenses, fines or
settlements actually and reasonably incurred in connection with any action
arising out of his service to the Registrant. Additionally, the Registrant's
Certificate provides that the Registrant's directors shall not be personally
liable to the Registrant or its stockholders for monetary damages and expenses
or settlements actually and reasonably incurred in connection with the defense
of any such action. Indemnification shall be made to a director who
is adjudged liable for negligence or misconduct in the performance of his duties
to the Registrant only to the extent that the court in which the action was
brought determines that the director is fairly and reasonably entitled to
indemnification despite his liability. The Registrant may obtain liability
insurance for its officers and directors.

The indemnification discussed above shall only be made to the extent
that the director or officer to be indemnified acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and had no reasonable cause to believe that his conduct was
unlawful. Such determination shall be made by either (a) a majority vote of a
quorum consisting of members of the Board of Directors who were not party to the
relevant suit, (b) if such quorum is not obtainable, or if such quorum so
directs, by independent legal counsel in a written opinion, or (c) by the
Registrant's shareholders.

Section 722(a) of the New York Business Corporation Law ("BCL")
provides that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Registrant may and in
certain cases, must be indemnified by the company against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the company. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

ITEM 16. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the registrant has issued unregistered
securities to a limited number of persons as described below:

1. From December 1999 to February 2000, the registrant sold in a
private placement to investors 1,875,494 units, each unit consisting of one
share of the registrant's common stock and a redeemable warrant to purchase
one-half share of the registrant's common stock at a price per share of $4.00.
The registrant sold each unit for $3.00 for aggregate proceeds of $5,626,482.
KSH Investment Group, Inc. served as the placement agent in

II-1
<PAGE> 83

this private placement. In connection with this private placement, the
registrant also issued to employees of KSH Investment Group, Inc. an aggregate
of 332,071 warrants to purchase shares of the registrant's common stock at a
price of $4.00 per share.

2. In July 1999 in connection with a loan, the registrant issued to
Alliance Capital Investment Corp. 90,000 warrants to purchase shares of common
stock at an exercise price of $9.00 per share. The warrants are exercisable in
July 2000 and expire in July 2002. In September 1999, the registrant issued an
additional 3,273 warrants to Alliance Capital Investment Corp., which expire in
March 2002.

3. In fiscal 1998, the registrant entered into an agreement whereby it
issued shares of its common stock in a private placement memorandum. The
proceeds of the offering, net of expenses, including conversion of a bridge loan
to common stock, was $3,034,039 from the issuance of 1,167,312 shares of common
stock.

4. The registrant has issued 389,000 options to purchase shares of
common stock at a weighted average exercise price of $2.02 under its stock
option plan.

None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering, and the
registrant believes that each transaction was exempt from the registration
requirements of the Securities Act of 1933, as amended, by virtue of Section
4(2) thereof and Regulation D promulgated thereunder or Rule 701 promulgated
thereunder.

The recipients of securities in each of the foregoing transactions
represented their intentions to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the instruments representing such securities
issued in such transactions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<CAPTION>
Number Description
------ -----------------------------------------
<S> <C>
*3.1 Amended Certificate of Incorporation.
*3.2 By-laws.
*4.1 Specimen Common Stock certificate.
***4.2 Form of Warrant Certificate
***5.1 Opinion of Latham & Watkins.
***10.1 Registration Rights Agreement.
***10.2 1997 Omnibus Stock Incentive Plan.
*10.3 Employment Agreement with Mandel Sherman.
**10.4 Employment Agreement with Rajendra Shukla.
***10.5 Employment Agreement with Mark R. Buckley.
***10.6 Employment Agreement with Michael Huber.
***10.7 Consulting Agreement with Lawrence Raskin.
**10.8 Loan and Consignment Agreement with BancBoston, N.A.
***21.1 Subsidiaries
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Noles Monteblanco & Asoc. S.C.
23.3 Consent of Citrin Cooperman & Company, LLP.
***23.4 Consent of Latham & Watkins (included in Exhibit 5.1).
***24.1 Powers of Attorney.
***27.1 Financial Data Schedule for fiscal year ended June 30, 1999.
***27.2 Financial Data Schedule for fiscal year ended June 30, 1998.
***27.3 Financial Data Schedule for fiscal year ended June 30, 1997.
***27.4 Financial Data Schedule for the six months ended December 31, 1999.
***27.5 Financial Data Schedule for the six months ended December 31, 1998.
</TABLE>

- -----------------
* Previously filed on October 8, 1998 with Form 10-K for the fiscal year
ended June 30, 1998, File No. 033-42408.
** Previously filed on July 28, 1999 on Current Form 8-K, File No. 033-42408.

*** Previously filed with this Registration Statement.

II-2
<PAGE> 84

(b) Financial Statement Schedules.

Independent Auditors' Report on Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the
Underwriter at the closing specified in the Underwriting Agreement, certificates
in such denominations and registered in such names as required by the
Underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424 (b)(1) or (4), or 497(h) under the
Securities Act of 1933, shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and this offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-3

<PAGE> 85
SIGNATURES

IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
WESTBURY METALS GROUP, INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, WHO IS DULY AUTHORIZED TO DO SO, IN THE
CITY OF WESTBURY, NEW YORK, AS OF MAY 10, 2000.

WESTBURY METALS GROUP, INC.

By: /s/ Mandel Sherman
-----------------------------------------
Name: Mandel Sherman
Title: Chairman, Chief Executive Officer and
President

IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AS OF MAY 10, 2000.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Mandel Sherman
--------------------------- Chief Executive Officer and Chairman of May 10, 2000
Mandel Sherman the Board of Directors (Principal
Executive Officer)

*
--------------------------- Treasurer, Chief Financial Officer May 10, 2000
Mark R. Buckley (Principal Financial and Accounting
Officer)

*
--------------------------- Director May 10, 2000
Michael A. O'Hanlon

*
--------------------------- Director May 10, 2000
Michael Riess

*By: /s/ Mandel Sherman
- ------------------------------
Mandel Sherman
Attorney-in-Fact
</TABLE>

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-34430 of Westbury Metals Group, Inc. of our report dated September 27, 1999
appearing in the Prospectus, which is part of such Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP
Jericho, New York
May 4, 2000

<PAGE> 1
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Westbury Metals Group,
Inc. on Form S-1 of our report dated August 25, 1999 appearing in the
Prospectus which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

Lima, Peru

May 10, 2000

NOLES MONTEBLANCO & ASOC. S.C.
Member Firm of BKR International

Walter A. Noles (partner)
Peruvian Public Accountant
Matriculation No. 7208

<PAGE> 1
Exhibit 23.3

Consent of Independent Auditors

We consent to the use of our reports included herein and to the
references to our firm under the heading "Experts" in the prospectus.

CITRIN COOPERMAN & COMPANY, LLP

New York, New York

May 10, 2000