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) March 31,2000
                                    -------------
  
                             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 March 31,2000, the Registrant,  through its wholly owned subsidiary,
  Reliable - West Tech,  Inc.,  a Delaware  corporation  ("RWT"),  entered into an
  agreement (the "Asset Purchase Agreement") with Southwestern Services,  Inc. t/a
  S.P.M.  Corp.  ("SPM"),  a  Virginia  corporation,   to  purchase  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.  This  transaction,  which is scheduled to close on or before April 21,
  2000, is subject to the approval of RWT's lending institution, Sovereign Bank of
  New  England  ("Sovereign"),  and to the  satisfactory  completion  of RWT's due
  diligence  investigation.  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.
  
           The purchase  price for the assets is  $1,300,000.  Sixty Five Thousand
  Dollars($65,000)  has been paid to SPM's attorney in escrow pending the Closing.
  One  Million  Ten  Thousand  Dollars  ($1,010,000)  is to be paid in cash at the
  Closing with the balance  payable with 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. In addition, RWT has agreed to purchase at the Closing those accounts
  receivable of SPM as are approved for purchase by Sovereign.  The purchase price
  for such receivables shall be the face value thereof. Any of such receivables as
  are not  collected  by RWT  within  ninety  days  after  the  Closing  shall  be
  repurchased  by SPM at the face value  thereof;  this  obligation  is personally
  guaranteed  by the  principal  stockholders  of SPM.  At the  Closing  RWT shall
  purchase SPM's metals inventory. The cash portion of the purchase price is to be
  funded by a  combination  of the  Registrant's  funds and its  existing  line of
  credit with Sovereign.
  
  
  
  
  <PAGE>
  
           At the Closing,  RWT will enter 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.       Copy of Asset Purchase Agreement dated as of
                             March 31,2000.
  
                    2.       Copy of Employment Agreement between Reliable -
                             West Tech, Inc and Allen O. Woody, III dated as
                             of April __, 2000.
  
  
  
  <PAGE>
                                      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: April 17, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 5480}]
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": "602834"}, "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) March 31,2000
                                    -------------
  
                             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 March 31,2000, the Registrant,  through its wholly owned subsidiary,
  Reliable - West Tech,  Inc.,  a Delaware  corporation  ("RWT"),  entered into an
  agreement (the "Asset Purchase Agreement") with Southwestern Services,  Inc. t/a
  S.P.M.  Corp.  ("SPM"),  a  Virginia  corporation,   to  purchase  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.  This  transaction,  which is scheduled to close on or before April 21,
  2000, is subject to the approval of RWT's lending institution, Sovereign Bank of
  New  England  ("Sovereign"),  and to the  satisfactory  completion  of RWT's due
  diligence  investigation.  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.
  
           The purchase  price for the assets is  $1,300,000.  Sixty Five Thousand
  Dollars($65,000)  has been paid to SPM's attorney in escrow pending the Closing.
  One  Million  Ten  Thousand  Dollars  ($1,010,000)  is to be paid in cash at the
  Closing with the balance  payable with 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. In addition, RWT has agreed to purchase at the Closing those accounts
  receivable of SPM as are approved for purchase by Sovereign.  The purchase price
  for such receivables shall be the face value thereof. Any of such receivables as
  are not  collected  by RWT  within  ninety  days  after  the  Closing  shall  be
  repurchased  by SPM at the face value  thereof;  this  obligation  is personally
  guaranteed  by the  principal  stockholders  of SPM.  At the  Closing  RWT shall
  purchase SPM's metals inventory. The cash portion of the purchase price is to be
  funded by a  combination  of the  Registrant's  funds and its  existing  line of
  credit with Sovereign.
  At the Closing,  RWT will enter 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.       Copy of Asset Purchase Agreement dated as of
                             March 31,2000.
  
                    2.       Copy of Employment Agreement between Reliable -
                             West Tech, Inc and Allen O. Woody, III dated as
                             of April __, 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: April 17, 2000