content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
  
                                   Current Report
                           Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934.
  
  
  
  
           Date of Report (Date of earliest event reported) April 21,2000
                                    -------------
  
                             WESTBURY METALS GROUP, INC.
                    --------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
                                      New York
  
                   (State or Other Jurisdiction of Incorporation)
  
       33-42408-NY                                       11-3023099
  -------------------------                         --------------------
  (Commission File Number)                   (I.R.S. Employer Identification No.)
  
  
                     750 Shames Drive, Westbury, New York 11590
                     ------------------------------------------
                 (Address of principal executive offices)(Zip Code)
  
                                   (516) 997-8333
                (Registrant's telephone number, including area code)
  
  
  <PAGE>
  
  ITEM 2. Acquisition or Disposition of Assets
  
           On April 21,2000, the Registrant,  through its wholly owned subsidiary,
  Reliable - West Tech, Inc., a Delaware corporation ("RWT"),  closed the purchase
  of certain assets of Southwestern  Services,  Inc. t/a S.P.M.  Corp.  ("SPM"), a
  Virginia corporation,  pursuant to an agreement dated March 31, 2000 (the "Asset
  Purchase  Agreement") pursuant to which RWT agreed to purchase and SPM agreed to
  sell those assets  (excluding  cash)of SPM which relate to SPM's business in the
  manufacture,  processing and sale of silver anodes, silver cyanide and potassium
  silver  cyanide  (the  "Purchased  Assets").  SPM is a  manufacturer  of  silver
  semi-fabricated products for the industrial plating industries. RWT will use the
  purchased assets to continue the business  operations of SPM with respect to the
  manufacture,  processing and sale of silver anodes, silver cyanide and potassium
  silver cyanide.
  
           At the Closing,  RWT purchased  the  Purchased  Assets for an aggregate
  purchase price of $2,651,878.92 (which included the sum of $1,351,878.92 for the
  purchase of those of SPM's accounts  receivable which were approved for purchase
  by RWT's  lender,  Sovereign  Bank of New England)  ("Sovereign").  The purchase
  price was paid as follows):  Sixty Five Thousand  Dollars($65,000)  was released
  from the escrow account maintained by SPM's attorney ; Two Million Three Hundred
  Sixty  One  Thousand  Eight  Hundred   Seventy  Eight  Dollars  and  Ninety  Two
  Cents($2,361,878.92)  was paid at Closing by wire  transfer.  The balance of Two
  Hundred  Twenty Five Thousand  Dollars  ($225,000) was paid by the execution and
  delivery of an eight year, eight percent promissory note in the principal amount
  of $225,000,  providing for monthly  installments of interest only for the first
  two years and then  semi-annual  payments  of  principal  and  interest to fully
  amortize  the  principal  balance  of the note over the six year  balance of the
  term.  SPM shall also  receive a future  payment  based upon sales to certain of
  SPM's customers in an amount described in the Asset Purchase  Agreement.  At the
  Closing the parties  amended the Asset  Purchase  Agreement to  eliminate  RWT's
  obligation to purchase SPM's metals inventory at the Closing.
  
  
           At the Closing, RWT entered into a three year employment agreement (the
  "Employment  Agreement") with Allen O. Woody,  III, the President and one of the
  principal shareholders of
  
  
  <PAGE>
  
  
  
  SPM. Mr. Woody shall serve as a senior vice president of RWT.
  The employment agreement provides for an annual salary of
  $50,000, plus commissions based upon sales originated entirely
  by Woody to those customers assigned to Woody by RWT. The
  amount of the commissions is described in the Employment
  Agreement.
  
  
  ITEM 7.  Financial Statements, Pro Forma Exhibits.
  -------------------------------------------------
  
  (a)       Financial Statements of Businesses Acquired
           No financial statements are provided with respect to the
  assets  acquired since the value of the assets being  purchased is less than the
  amount  which would  necessitate  inclusion of  financial  statements  with this
  report.
  
  (c)       Exhibits
  
                    1.       Amendment to Asset Purchase Agreement dated as
                             of April 21, 2000.
  
  
                                      SIGNATURES
  
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                      WESTBURY METALS GROUP, INC.
                                      ---------------------------
                     (Registrant)
  
  
  
  By:
      Mark R. Buckley, Chief Financial Officer
  
  
  DATED: May 5, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 5104}]
metadata_filer: {"company-data": {"conformed-name": "WESTBURY METALS GROUP INC", "cik": "0000878722", "assigned-sic": "1000", "irs-number": "113023099", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-42408", "film-number": "619774"}, "business-address": {"street1": "750 SHAMES DRIVE", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5166986914"}, "mail-address": {"street1": "750 SHAMES DRIVE", "city": "WESTBURY", "state": "NY", "zip": "11590"}, "former-company": {"former-conformed-name": "ROSECAP INC/NY", "date-changed": "19930328"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   Current Report
                           Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934.
  
           Date of Report (Date of earliest event reported) April 21,2000
                                    -------------
  
                             WESTBURY METALS GROUP, INC.
                    --------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                      New York
  
                   (State or Other Jurisdiction of Incorporation)
  
       33-42408-NY                                       11-3023099
  -------------------------                         --------------------
  (Commission File Number)                   (I.R.S. Employer Identification No.)
  
                     750 Shames Drive, Westbury, New York 11590
                     ------------------------------------------
                 (Address of principal executive offices)(Zip Code)
  
                                   (516) 997-8333
                (Registrant's telephone number, including area code)
  ITEM 2. Acquisition or Disposition of Assets
  
           On April 21,2000, the Registrant,  through its wholly owned subsidiary,
  Reliable - West Tech, Inc., a Delaware corporation ("RWT"),  closed the purchase
  of certain assets of Southwestern  Services,  Inc. t/a S.P.M.  Corp.  ("SPM"), a
  Virginia corporation,  pursuant to an agreement dated March 31, 2000 (the "Asset
  Purchase  Agreement") pursuant to which RWT agreed to purchase and SPM agreed to
  sell those assets  (excluding  cash)of SPM which relate to SPM's business in the
  manufacture,  processing and sale of silver anodes, silver cyanide and potassium
  silver  cyanide  (the  "Purchased  Assets").  SPM is a  manufacturer  of  silver
  semi-fabricated products for the industrial plating industries. RWT will use the
  purchased assets to continue the business  operations of SPM with respect to the
  manufacture,  processing and sale of silver anodes, silver cyanide and potassium
  silver cyanide.
  
           At the Closing,  RWT purchased  the  Purchased  Assets for an aggregate
  purchase price of $2,651,878.92 (which included the sum of $1,351,878.92 for the
  purchase of those of SPM's accounts  receivable which were approved for purchase
  by RWT's  lender,  Sovereign  Bank of New England)  ("Sovereign").  The purchase
  price was paid as follows):  Sixty Five Thousand  Dollars($65,000)  was released
  from the escrow account maintained by SPM's attorney ; Two Million Three Hundred
  Sixty  One  Thousand  Eight  Hundred   Seventy  Eight  Dollars  and  Ninety  Two
  Cents($2,361,878.92)  was paid at Closing by wire  transfer.  The balance of Two
  Hundred  Twenty Five Thousand  Dollars  ($225,000) was paid by the execution and
  delivery of an eight year, eight percent promissory note in the principal amount
  of $225,000,  providing for monthly  installments of interest only for the first
  two years and then  semi-annual  payments  of  principal  and  interest to fully
  amortize  the  principal  balance  of the note over the six year  balance of the
  term.  SPM shall also  receive a future  payment  based upon sales to certain of
  SPM's customers in an amount described in the Asset Purchase  Agreement.  At the
  Closing the parties  amended the Asset  Purchase  Agreement to  eliminate  RWT's
  obligation to purchase SPM's metals inventory at the Closing.
  
           At the Closing, RWT entered into a three year employment agreement (the
  "Employment  Agreement") with Allen O. Woody,  III, the President and one of the
  principal shareholders of
  SPM. Mr. Woody shall serve as a senior vice president of RWT.
  The employment agreement provides for an annual salary of
  $50,000, plus commissions based upon sales originated entirely
  by Woody to those customers assigned to Woody by RWT. The
  amount of the commissions is described in the Employment
  Agreement.
  
  ITEM 7.  Financial Statements, Pro Forma Exhibits.
  -------------------------------------------------
  
  (a)       Financial Statements of Businesses Acquired
           No financial statements are provided with respect to the
  assets  acquired since the value of the assets being  purchased is less than the
  amount  which would  necessitate  inclusion of  financial  statements  with this
  report.
  
  (c)       Exhibits
  
                    1.       Amendment to Asset Purchase Agreement dated as
                             of April 21, 2000.
  
                                      SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      WESTBURY METALS GROUP, INC.
                                      ---------------------------
                     (Registrant)
  
  By:
      Mark R. Buckley, Chief Financial Officer
  
  DATED: May 5, 2000