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) June 30, 1999
  
                                     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 July 16, 1999, the Registrant,  through its wholly owned subsidiary,
  Reliable - West Tech, Inc., a Delaware  corporation  ("RWT")  (formerly known as
  West Tech, Inc.), purchased  substantially all of the assets (excluding cash and
  accounts  receivable)  of  Reliable  Corporation,   a  Connecticut   corporation
  ("Reliable")  pursuant  to an Asset  Purchase  Agreement  dated May 5, 1999,  as
  amended  by an  Amendment  dated  July 1,  1999,  and as  modified  by an Escrow
  Agreement dated July 1, 1999. This  transaction was effective as of June 30,1999
  for accounting  purposes.  Reliable 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
  Reliable.
  
           The purchase price for the assets was  $1,915,000.  One Million Dollars
  was paid in cash and the balance was paid with a six year,  seven  percent  self
  amortizing  promissory  note in the principal  amount of $915,000.  The note was
  secured by a security  agreement  granting a security interest in the machinery,
  equipment  and the customer  list  purchased  pursuant to this  transaction.  In
  addition, RWT paid the sum of $192,578.55 in cash for the purchase of Reliable's
  metals  inventory.  The cash  portion  of the  purchase  price  was  funded by a
  combination  of the  Registrant's  funds and the  proceeds of certain  financing
  described in ITEM 5 below.
  
  As part of  this  transaction,  Rajendra  A.  Shukla,  the  President  and  sole
  shareholder  of  Reliable,  sold the  building  and the real  property  at which
  Reliable  operated  its  business for  $185,000.  RWT shall  continue to run the
  business  operations from this location.  The purchase price was paid with a six
  year,  seven percent self  amortizing  promissory note from RWT in the principal
  amount  of  $185,000.  The  record  owner of the  property  is  Westbury  Realty
  Management,   Inc.("Westbury   Realty"),   a  wholly  owned  subsidiary  of  the
  Registrant.  The note was  secured by the  guaranty of  Westbury  Realty,  which
  guaranty was secured by a first mortgage on the purchased real property.  At the
  Closing,  RWT entered into a three year  employment  agreement  with Rajendra A.
  Shukla.  Mr. Shukla shall serve as a vice  president of RWT and President of its
  "Reliable"  division.  The employment agreement provides for an annual salary of
  $150,000.
  <PAGE>
  
  ITEM 5. Other Events
  
           On July 13, 1999 RWT, Westbury International,  Inc and Westbury Alloys,
  Inc.,(each, a wholly owned subsidiary of the Registrant) as co-borrowers, closed
  a financing transaction with BankBoston, N.A. pursuant to which the co-borrowers
  received a Twelve Million  Dollar  revolving  credit loan,  with a Seven Million
  Dollar  sublimit  for a  consignment  facility  and a One Million  Five  Hundred
  Thousand  Dollar credit  facility for forward  contracts and executed a Loan and
  Consignment  Agreement and a Revolving  Credit  Promissory Note in the principal
  amount of $12,000,000.  The co-borrowers'  obligations are secured by a security
  interest  in  the  assets  of  the   co-borrowers  and  the  guaranties  of  the
  co-borrowers;  such  obligations  are further  secured by an Unlimited  Guaranty
  Agreement  of the  Registrant,  which is  secured by a first  priority  security
  interest in all of its tangible and intangible personal property and by a pledge
  of the stock of RWT, Westbury International, Inc and Westbury Alloys, Inc.
  
           On July 15, 1999, the Registrant, RWT, Westbury International, Inc. and
  Westbury  Alloys,  Inc., as  co-borrowers  closed a financing  transaction  with
  Alliance  Capital  Investments  Corp.("Alliance"),pursuant  to a Loan  Agreement
  dated July 13, 1999,  pursuant to which the  co-borrowers  received a $2,000,000
  term loan.  and  executed a Loan  Agreement  and a Term  Promissory  Note in the
  principal amount of $2,000,000.  The co-borrower's  obligations are secured by a
  second priority security interest in the assets of the co- borrowers. As further
  consideration  for the loan,  pursuant to an Agreement  dated as of July 13,1999
  the  Registrant  granted to Alliance a Warrant for the purchase of 90,000 shares
  of the Registrant's  common stock at an exercise price of $3.00 per share,  such
  Warrant to remain outstanding until July 15, 2009.
  
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (a)      Financial Statements of Business Acquired (to be
                       filed by amendment hereto)
  
           (b)      Pro Forma Financial Information (to be
                      filed by amendment hereto)
  
  
  
  
  <PAGE>
  
  
           (c)  Exhibits
  
                    1. Copy of Asset Purchase Agreement dated as of May 5, 1999.
  
                    2. Copy of Amendment to Asset Purchase Agreement dated July 1,
                       1999.
  
                    3. Copy of Escrow Agreement dated July 1, 1999.
  
                    4. Copy of $915,000 Promissory Note dated July 1, 1999.
  
                    5. Copy of $185,000 Promissory Note dated July 1, 1999.
  
                    6. Copy of Employment Agreement between Reliable - West Tech,
                       Inc and Rajendra A. Shukla dated as of July 1, 1999.
  
                    7. Copy of Loan and Consignment Agreement with BankBoston,
                       N.A.  dated July 13, 1999.
  
                    8. Copy of  Revolving  Credit Promissory Note dated July 13,
                         1999.
  
                    9. Copy of Unlimited Guaranty Agreement dated July 13, 1999.
  
                    10. Copy of Loan Agreement with Alliance Capital Investment
                        Corp. dated as of July 13, 1999.
  
                    11. Copy of $2,000,000 Term Promissory Note dated
                        July 15, 1999.
  
                    12.  Agreement with Alliance  Capital  Investment Corp. dated
                         July 13, 1999 with respect to its purchase of Stock
                         Warrants from Registrant.
  
                    13. Copy of Stock Warrant issued to Alliance Capital
                        Investment  Corp.  dated  as  of  July 15,1999.
  
  
  <PAGE>
  
  
  ITEM 7.  Financial Statements and Exhibits.
  
  
           (b)      Pro Forma Financial Information
  
  
  (i)      Introduction To Unaudited Pro Forma Consolidated Financial Statements
  (ii)     Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 1999
  (iii)    Unaudited Pro Forma  Consolidated  Statement of Operations for the
           Nine Months Ended March 31, 1999.
  (iv)     Notes To  Unaudited  Pro Forma  Consolidated  Statement Of
           Operations for the Year Ended June 30, 1998.
  (v)      Notes to Unaudited Pro Forma Consolidated Financial Statements
  
  
  
  (i)      The unaudited pro forma consolidated balance sheet as of March 31, 1999
           gives pro forma effect to the  acquisition  by RWT of certain assets of
           Reliable as if the  acquisition  had  occurred on March 31,  1999.  The
           unaudited pro forma consolidated  statements of operations for the nine
           months  ended  March 31, 1999 and for the year ended June 30, 1998 give
           pro forma effect to the acquisition of Reliable as if such  acquisition
           had occurred on July 1, 1997.
  
           The unaudited pro forma consolidated  financial  statements give effect
           to the  acquisition  described  above  under  the  purchase  method  of
           accounting and are based on the assumptions  and adjustments  described
           in the  accompanying  notes to the  unaudited  pro  forma  consolidated
           financial  statements  presented on the following pages. The fair value
           of the  consideration  will be allocated to the assets and  liabilities
           acquired  based upon the fair values of such assets and  liabilities at
           the  Effective  Time and may be revised  for a period of up to one year
           thereafter.  The preliminary  estimates and assumptions as to the value
           of the assets and  liabilities  of Reliable to the combined  company is
           based upon  information  available at the date of  preparation of these
           unaudited  pro  forma  consolidated  financial  statements  and will be
           adjusted upon the final determination of such fair values.
  
           The  unaudited  pro  forma  consolidated  financial  statements  do not
           purport to  represent  what RWT  results  of  operations  or  financial
           condition would have actually been or what  operations  would be if the
           Merger had  occurred  on the dates  assumed and are not  indicative  of
           future  results.  The unaudited pro forma  financial  statements  below
           should  be  read  in  conjunction  with  the  historical   consolidated
           financial statements and related noted thereto of RWT and Reliable.
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  <S>     <C>    <C>    <C>    <C>    <C>    <C>
  
                                                      Pro Forma Financial Information (ii)
                                                                Westbury Metals Group, Inc.
                   Unaudited Pro Forma Consolidated Balance Sheet
                                                                          March 31, 1999
                                                    Historical           Historical
                                                  Westbury Metals       Reliable (a)           Adjustments             Pro Forma
                                                    Group, Inc.
                     ASSETS
  CURRENT ASSETS:
  Cash                                         $             368,638    $    181,598     $    (181,598)     (b)  $                 -
  Accounts Receivable                                      2,287,764       1,664,418        (1,664,418)     (b)           2,287,764
  Inventory                                                1,257,329         192,578                                      1,449,907
  Prepaid expenses and other current assets
                                                             918,597           -                                            918,597
  Total Current Assets                                     4,832,328          2,038,594     (2,214,654)                   4,656,268
  PROPERTY, PLANT AND EQUIPMENT:
  Property, plant and equipment                            1,425,286            887,276         22,724 (e)                2,335,286
  Less: accumulated depreciation and
  amortization                                             (269,685)          (745,568)        745,568 (e)                 (269,685)
  Property, Plant, and Equipment - net
                                                           1,155,601            141,708        768,292                    2,065,601
  OTHER ASSETS:
  Goodwill - net of accumulated amortization
                                                             228,040          -              1,190,000 (e)                1,418,040
  Acquisition Cost - Reliable                            -                       -              58,000 (e)                   58,000
  Deposits                                                   105,375             -                 -                        105,375
            Total Other Assets                               333,415             -           1,248,000                    1,581,415
  TOTAL ASSETS                                 $           6,321,344  $   2,180,302       $   (198,362)                $  8,303,284
  
                          LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Notes Payable                                    $       1,424,703   $   1,395,930      $ (1,395,930)      (b)         $  1,550,703
  Due to customers                                         1,377,930              -                                        1,377,930
  Accounts payable and accrued expenses
                                                             454,226         107,674           (107,674) (b)               1,336,166
  Mortgage Payable                                            11,092            -                                             11,092
            Total Current Liabilities                      3,267,951       1,503,604           (495,664)                   4,275,891
  Mortgage Payable - Non Current Portion
                                                             309,402            -                                            309,402
  Note Payable - Long Term                                     -                -                974,000 (c)                 974,000
  TOTAL LIABILITIES                                        3,577,353       1,503,604             478,336                   5,559,293
  STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock $.001 par value                                 3,197                                                           3,197
  Common stock, no par value, 100 shares                                                          (1,000) (e)
                                                                      1,000                                                      -
  Capital in excess of par                                 3,171,879          49,000            (49,000) (e)               3,171,879
  Accumulated (deficit)earnings                            (431,085)         626,698           (626,698) (e)               (431,085)
  TOTAL STOCKHOLDERS' EQUITY                                                                   (676,698)
                                                           2,743,991         676,698                                       2,743,991
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                        $  6,321,344      $2,180,302         $ (198,362)                $  8,303,284
  
  
  
  <PAGE>
  
                                                                  Pro Forma Financial Information (iii)
                                                                      Westbury Metals Group, Inc.
                                                              Unaudited Pro Forma Consolidated Statements of Operations
                                                          For The Nine Months Ended March 31, 1999
                                                    Historical           Historical
                                                  Westbury Metals       Reliable (f)           Adjustments             Pro Forma
                                                    Group, Inc.
  
  Revenues:
      Sales                                             $ 22,532,534       $ 11,837,301            (35,692)  (g)        $ 34,334,143
      Refining                                             3,713,695                 -                                     3,713,695
      Other                                                   71,741              -                                           71,741
            Total Revenues                                26,317,970     11,837,301                (35,692)               38,119,579
  Costs and expenses:
      Cost of Sales                                       21,347,007         11,284,040            (35,692)  (g)          32,595,355
      Cost of refining                                     2,747,284              -                                        2,747,284
      Selling, general
  and                           administrative             1,843,195            953,893              56,250  (h)           2,853,338
      Depreciation and amortization                          116,261                                 44,625  (i)             269,486
                                                                                  6,600
      Interest                                               124,071            108,563              54,750  (k)             287,384
            Total costs and expenses                      26,177,818         12,353,095             221,933               38,752,846
  Income before income taxes                                 140,152          (515,794)           (257,625)                 (633,267)
  Provision for income taxes                                  44,036                                                          44,036
  Net income (loss)                                       $   96,116          (515,794)         $ (257,625)              $  (677,303)
  Net income (loss) per share - basic
                                                           $     .03                                                     $    (0.21)
  Net income (loss) per share - diluted
                                                           $     .03
  Average shares outstanding - basic
                                                           3,197,312                                                       3,197,312
  Average shares outstanding - diluted
                                                           3,522,312
  
  <PAGE>
  
                                                                       Pro Forma Financial Information (iv)
                                                                              Westbury Metals Group, Inc.
                                               Unaudited Pro Forma Consolidated Statements of Operations
                                                                           For The Year Ended June 30, 1998
  
                                                    Historical           Historical
                                                      Westbury Metals   Reliable (l)           Adjustments             Pro Forma
                                                          Group, Inc.
  
  Revenues:
      Sales                                    $       1,425,315      $ 18,122,333                  (4,530)  (g)        $ 19,543,118
      Refining                                             1,874,829             -                                         1,874,829
      Other                                                   22,188             -                                            22,188
            Total Revenues                              3,322,332            18,122,333             (4,530)               21,440,135
  Costs and expenses:
      Cost of Sales                                        1,335,607         16,971,187            (4,530)   (g)          18,302,264
      Cost of refining                                       807,221               -                                         807,221
      Selling, general
  and                      administrative                  1,377,159            813,248              75,000  (h)           2,265,407
      Depreciation and amortization                           94,696             25,731              59,500  (i)             299,927
      Interest                                               132,090            184,994              73,000  (k)             390,084
            Total costs and expenses                       3,746,773       17,995,160               322,970               22,064,903
  Income before income taxes                               (424,441)            127,174           (327,500)                 (624,768)
  Provision for income taxes                                   -                 14,100             -                         14,100
  Net (loss) income                                     $  (424,441)            113,074   $   (327,500)                  $  (638,868)
  Net (loss) income per share - basic
                                                         $    (0.20)                                                      $    (0.29)
  Average shares outstanding - basic                                                                                       2,173,139
                                                           2,173,139
  <PAGE>
  
  
  (a) Represents the  historical  unaudited  balance sheet of Reliable as of March
  31, 1999.
  
  (b) The pro forma adjustments to cash, accounts  receivable,  notes payable, and
  accounts payable and accrued  expenses  represents the elimination of Reliable's
  assets not acquired and liabilities not assumed.
  
  (c) The pro forma  adjustments  to cash,  notes payable  (current and long term)
  represent cash paid  (including the estimated  acquisition  costs) of $1,250,578
  and promissory  notes issued by Westbury Metals Group to the former  shareholder
  of Reliable in the aggregate amount of $1,000,000.
  
  (d) The pro forma  adjustments to cash and accounts payable and accrued expenses
  represents a  reclassification  of the negative  cash balance of $881,940  after
  giving effect to the acquisition adjustments
  
  (e) The pro forma adjustment to goodwill, plant, property and equipment,  common
  stock,  capital in excess of par, and accumulated  (deficit) earnings represents
  the  costs  in  excess  of net  assets  acquired,  the  estimated  costs  of the
  acquisition  of  $58,000,  and  the  elimination  of the  historical  equity  of
  Reliable.
  
  (f) Represents the historical  unaudited Statement of Operations of Reliable for
  the nine months ended March 31, 1999.
  
  (g) The pro forma  adjustments  to sales  and cost of sales for the nine  months
  ended March 31, 1999 and the year ended June 30, 1998 represent the  elimination
  of the intercompany sales and related cost of sales.
  
  (h) The pro forma adjustments to selling,  general and  administrative  expenses
  represents  additional  salary  expense to Reliable  pursuant  to an  employment
  agreement with the former shareholder.
  
  (i) The pro forma adjustment to depreciation and amortization expense represents
  the  amortization  of the  excess of cost over fair  market  value of net assets
  acquired, amortized on a straight-line basis over an estimated life of 20 years.
  
  (j) The pro forma adjustment to depreciation and amortization expense represents
  the  additional  depreciation  expense  resulting  from  the fair  market  value
  increase of plant, property and equipment.
  
  (k) The pro forma adjustment to interest expense relates to the promissory notes
  issued in  connection  with the  reliable  purchase  (calculated  at the  stated
  interest rate of 7.0 percent).
  
  (l) Represents the historical  unaudited Statement of Operations of Reliable for
  the year ended June 30, 1998.
  
  
  
  
  <PAGE>
  
                                RELIABLE CORPORATION
  
                                FINANCIAL STATEMENTS
                                         AND
                              SUPPLEMENTARY INFORMATION
                                        WITH
                            INDEPENDENT AUDITORS' REPORT
  
                            YEAR ENDED DECEMBER 31, 1998
  
  
  <PAGE>
                                              INDEPENDENT AUDITORS' REPORT
  
  
  
  Board of Directors
  Reliable Corporation
  Naugatuck, Connecticut
  
  
           We have audited the accompanying  balance sheet of Reliable Corporation
  as of December 31, 1998 and the related  statements of  operations  and retained
  earnings and cash flows for the year then ended. These financial  statements are
  the responsibility of the Company's 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 Reliable Corporation
  as of  December  31,  1998 in  conformity  with  generally  accepted  accounting
  principles.
  
           The accompanying supplementary  information,  while not necessary for a
  fair  presentation  of financial  position,  results of operations or changes in
  financial  position has been examined  and, in our opinion,  is fairly stated in
  all material respects in relation to the financial statement taken as a whole.
  
  
  
  
  
  
  Hackensack, New Jersey
  May 18, 1999
  
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                                    BALANCE SHEET
  
                                  DECEMBER 31, 1998
  
  
  
  
  
  
  
                                       ASSETS
  
  Current assets:
    Cash                                                                                 $     6,560
    Accounts receivable   - trade                                                            908,174
                            -affiliate                                                       757,729
    Inventories                                                                              610,414
  
       Total current assets                                                                2,282,877
  
  
  Property and equipment, less accumulated
    depreciation and amortization                                                            149,042
  
                                                                                          $2,431,919
  
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Note payable - bank                                                                   $1,400,000
    Subordinated note payable - officer                                                      200,835
    Accounts payable                                                                         111,028
    Accrued expenses and taxes payable                                                       111,186
  
       Total current liabilities                                                           1,823,049
  
  
  Stockholders' equity:
    Common stock, no par value, 100 shares
      authorized, issued and outstanding                                                       1,000
    Additional paid-in capital                                                                49,000
    Retained earnings                                                                        558,870
                                                                                             608,870
  
                                                                                          $2,431,919
  
  
  
  
  
                          See notes to financial statements
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                    STATEMENT OF OPERATIONS AND RETAINED EARNINGS
  
                            YEAR ENDED DECEMBER 31, 1998
  
  
  
  
  
  
  
  
  
  Sales                                                                                                     $17,502,428
  
  
  
  
  Costs and expenses:
    Cost of sales                                                                                           16,614,389
    Selling, general and administrative                                                                      1,152,809
    Interest                                                                                                   184,427
  
                                                                                                            17,951,625
  
  
  Net loss                                                                                                    (449,197)
  
  
  Retained earnings - beginning of year                                                                      1,063,357
  
  
  Less:  dividends paid                                                                                        (55,290)
  
  
  Retained earnings - end of year                                                                         $    558,870
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                          See notes to financial statements
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                               STATEMENT OF CASH FLOWS
  
                            YEAR ENDED DECEMBER 31, 1998
  
  
  Operating activities:
    Net loss                                                                                                $   (449,197)
    Adjustments to reconcile net loss to net cash
     provided by operating activities:
      Depreciation  and  amortization of property and equipment  17,933 Changes in
      operating assets and liabilities:
        Accounts receivable  -trade                                                                             1,041,447
                              - affiliate                                                                         (67,633)
        Inventories                                                                                                37,081
        Accounts payable                                                                                          (20,649)
        Accrued expenses and taxes payable                                                                         86,986
  
            Net cash provided by operating activities                                                             645,968
  
  
  Investing activities:
    Disposition of property and equipment, net                                                                   (81,183)
  
            Net cash used in investing activities                                                                (81,183)
  
  
  Financing activities:
    Repayment of short-term bank borrowings                                                                       (425,000)
    Repayment of loan from officer                                                                                (110,221)
    Dividends paid                                                                                                 (55,290)
  
           Net cash used in financing activities                                                                  (590,511)
  
  
  Decrease in cash                                                                                                 (25,726)
  
  
  Cash - beginning of year                                                                                          32,286
  
  
  Cash - end of year                                                                                         $       6,560
  
  
  
  
  Supplemental  disclosures  of cash flow  information:  Cash paid during the year
    for:
      Interest                                                                                                    $184,427
  
  
                          See notes to financial statements
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                            NOTES TO FINANCIAL STATEMENTS
  
                                  DECEMBER 31, 1998
  
  
  Note 1   Summary of accounting policies
  
              (a)   Business description
  
                    The  Company  was  incorporated  in 1982 under the laws of the
           state  of  Connecticut  and  manufactures   plating  supplies  for  the
           electroplating industry.
  
                 (b) Uses of estimates in the preparation of financial statements
  
                    The  preparation  of financial  statements in conformity  with
           generally accepted  accounting  principles  requires management to make
           estimates and  assumptions  that affect the reported  amounts of assets
           and liabilities and disclosure of contingent  assets and liabilities at
           the date of the financial  statements  and the reported  amounts of net
           revenue and expenses during each reporting period. Actual results could
           differ from those estimates.
  
                (c) Cash
  
                    The  Company  maintains  cash  balances  at various  financial
           institutions.  Accounts at each  institution are insured by the Federal
           Deposit Insurance Corporation up to $100,000. The Company's accounts at
           these institutions may, at times,  exceed the Federally insured limits.
           The Company has not experienced any losses in such accounts.
  
               (d)  Inventories
  
                    Inventories,  consisting  substantially  of raw  materials and
           work in  process,  are priced at the lower of cost,  determined  on the
           first-in, first-out basis, or market (replacement cost).
  
                (e) Property and equipment
  
                    Property and equipment are recorded at cost.  Depreciation  is
           provided for in amounts sufficient to amortize the costs of the related
           assets over their estimated  useful lives under the  straight-line  and
           accelerated  methods  for  both  financial  reporting  and  income  tax
           purposes.
  
                    Maintenance, repairs and minor renewals are charged to expense
           when incurred. Replacements and major renewals are capitalized.
  
                (f) Income taxes
  
                    The Company has elected to be taxed as an "S" Corporation and,
           accordingly,  is not subject to Federal  income tax. State income taxes
           are provided since the Company operates in a state  jurisdiction  which
           does not recognize "S" Corporation status.
  
  
  Note 2   Account receivable - affiliate
  
                The account receivable - affiliate bears interest at 12% per annum
  and is due on demand.
  
  
  
  <PAGE>
  
  Note 3   Property and equipment
  
                A summary of property and equipment  and the estimated  lives used
           in the computation of depreciation and amortization is as follows:
                                                                          Amount          Life
                    Machinery and equipment                               $639,723        5 years
                    Automobiles                                            120,366        3 years
                    Furniture and fixtures                                   9,657        5 years
                        Leasehold improvements                             109,864        5 years
                                                                           879,610
                        Depreciation and amortization                      730,568
                                                                          $149,042
  
  Note 4   Note payable - bank
  
                Pursuant  to an  agreement  with  its  bank,  the  Company  has an
           available line of credit of $2,000,000. Borrowings under this agreement
           bear  interest  at the bank's  prime  rate and are due on demand.  This
           obligation  is   collateralized   by  a  first  security   interest  in
           substantially   all  assets  of  the   corporation  and  is  personally
           guaranteed by the officers of the corporation.
  
  Note 5   Subordinated note payable - officer
  
                Subordinated note payable officer bears interest at 12% per annum,
           is due on demand and is subordinated to bank borrowings  referred to in
           Note 4.
  
  Note 6   Concentration of risk
  
                Financial  instruments  which  potentially  subject the Company to
           concentrations of credit risk are primarily  accounts  receivable.  The
           Company  performs   on-going  credit   evaluations  of  its  customers'
           financial  condition  and  generally  requires no  collateral  from its
           customers.  The allowance for non-collection of accounts  receivable is
           based upon the expected collectibility of all accounts receivable.
  
                The Company relies on several key vendors to supply its inventory.
           Although  there are a limited  number of  manufacturers  in the  market
           capable of  supplying  these  goods,  the Company  believes  that other
           suppliers  could provide for the Company's  needs on comparable  terms.
           Abrupt  changes in the supply  flow  could,  however,  cause a delay in
           manufacturing  and a possible  inability to meet sales  commitments  on
           schedule,  or a possible  loss of sales,  which would affect  operating
           results adversely.
  
  Note 7   Commitments, contingencies and general comments
  
                The Company leases its plant from an officer of the corporation on
           a month-to-month  basis at an annual rental of approximately  $120,000.
           Rental  expense  charged to operations  for the year ended December 31,
           1999 aggregated $120,000.
  
  
  <PAGE>
  
  
                              SUPPLEMENTARY INFORMATION
  
                                                       (Unaudited)
  
  
  Cost of sales:
    Inventories - beginning of year                                                                         $   647,495
    Purchases                                                                                                16,540,382
    Other costs                                                                                                  36,926
                                                                                                             17,224,803
  
    Inventories - end of year                                                                                   610,414
  
                                                                                                            $16,614,389
  
  
  
  Selling, general and administrative expenses:
    Salaries - officers                                                                                     $   117,690
    Salaries - other                                                                                            254,873
    Payroll taxes and other taxes                                                                                69,978
    Insurance and employee benefits                                                                              60,745
    Rent                                                                                                        120,000
    Utilities                                                                                                    31,689
    Telephone and telex                                                                                          16,067
    Travel and entertainment                                                                                     34,791
    Professional fees                                                                                            12,730
    Depreciation                                                                                                 17,933
    Repairs and maintenance                                                                                       4,473
    Auto and truck                                                                                               27,751
    Office expense and postage                                                                                   19,943
    Advertising                                                                                                  21,617
    Donations                                                                                                     1,725
    Commissions                                                                                                  67,311
    Pension plan                                                                                                 30,000
    Bad debt expense                                                                                            243,493
  
  <PAGE>
  
                                RELIABLE CORPORATION
  
                                FINANCIAL STATEMENTS
                                         AND
                              SUPPLEMENTARY INFORMATION
                                        WITH
                            INDEPENDENT AUDITORS' REPORT
  
                            YEAR ENDED DECEMBER 31, 1997
  
  
  <PAGE>
                                              INDEPENDENT AUDITORS' REPORT
  
  
  
  Board of Directors
  Reliable Corporation
  Naugatuck, Connecticut
  
  
           We have audited the accompanying  balance sheet of Reliable Corporation
  as of  December  31,  1997 and the  related  statements  of income and  retained
  earnings and cash flows for the year then ended. These financial  statements are
  the responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audit.
  
           Except as explained in the following paragraph,  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.
  
           We did not observe the taking of physical  inventory as of December 31,
  1996,  since that date was prior to our appointment as auditors for the Company,
  and we were unable to satisfy ourselves regarding inventory  quantities by means
  of  other  auditing  procedures.  Inventory  amounts  as of  December  31,  1996
  materially  enter  into the  determination  of net income and cash flows for the
  year ended December 31, 1997.
  
           Because of the matter discussed in the preceding  paragraph,  the scope
  of our work was not  sufficient to enable us to express,  and we do not express,
  an  opinion  on the  results  of  operations  and cash  flows for the year ended
  December 31, 1997.
  
           In our opinion,  the balance sheet  referred to in the first  paragraph
  presents fairly, in all material  respects,  the financial  position of Reliable
  Corporation  as of  December  31, 1997 in  conformity  with  generally  accepted
  accounting principles.
  
           The accompanying supplementary  information,  while not necessary for a
  fair  presentation  of financial  position,  results of operations or changes in
  financial  position has been examined  and, in our opinion,  is fairly stated in
  all material respects in relation to the financial statement taken as a whole.
  
  
  
  
  Hackensack, New Jersey
  February 28, 1998
  
  
  
  <PAGE>
  
  
  
  
  
                                RELIABLE CORPORATION
  
                                    BALANCE SHEET
  
                                  DECEMBER 31, 1997
  
  
  
  
  
  
  
                                       ASSETS
  
  Current assets:
    Cash                                                                                                    $     32,286
    Accounts receivable   - trade                                                                              1,949,621
                          - affiliate                                                                            690,096
    Inventories                                                                                                  647,495
  
       Total current assets                                                                                    3,319,498
  
  
  Property and equipment, less accumulated
    depreciation and amortization                                                                                  85,792
  
                                                                                                               $3,405,290
  
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Note payable - bank                                                                                       $1,825,000
    Subordinated note payable - officer                                                                          311,056
    Accounts payable                                                                                             131,677
    Accrued expenses and taxes payable                                                                            24,200
  
       Total current liabilities                                                                               2,291,933
  
  
  Stockholders' equity:
    Common stock, no par value, 100 shares
      authorized, issued and outstanding                                                                           1,000
    Additional paid-in capital                                                                                    49,000
    Retained earnings                                                                                          1,063,357
                                                                                                               1,113,357
  
                                                                                                              $3,405,290
  
  
                          See notes to financial statements
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                      STATEMENT OF INCOME AND RETAINED EARNINGS
  
                            YEAR ENDED DECEMBER 31, 1997
  
  
  
  
  
  
  
  
  
  Sales                                                                                                     $16,486,502
  
  
  
  
  Costs and expenses:
    Cost of sales                                                                                           15,444,442
    Selling, general and administrative                                                                        851,280
    Interest                                                                                                   165,239
  
                                                                                                            16,460,961
  
  
  Income before income taxes                                                                                    25,541
  
  
  
  State income taxes                                                                                             4,200
  
  
  Net income                                                                                                    21,341
  
  
  Retained earnings - beginning of year                                                                      1,123,225
  
  
  Less:  dividends paid                                                                                        (81,209)
  
  
  Retained earnings - end of year                                                                           $1,063,357
  
  
  
  
  
  
                          See notes to financial statements
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                               STATEMENT OF CASH FLOWS
  
                            YEAR ENDED DECEMBER 31, 1997
  
  Operating activities:
    Net income                                                                                              $   21,341
    Adjustments to reconcile net income to net cash
     used in operating activities:
      Depreciation  and  amortization of property and equipment  21,462 Changes in
      operating assets and liabilities:
        Accounts receivable  -trade                                                                            (55,950)
                             -affiliate                                                                       (214,155)
        Inventories                                                                                            (54,395)
        Accounts payable                                                                                       (67,083)
        Accrued expenses and taxes payable                                                                       7,109
  
            Net cash used in operating activities                                                             (341,671)
  
  
  Investing activities:
    Disposition of property and equipment, net                                                                  13,052
  
            Net cash used in investing activities                                                               13,052
  
  
  Financing activities:
    Short-term bank borrowings                                                                                  250,000
    Loan from officer
                                                                                                                124,342
    Dividends paid                                                                                              (81,209)
    Repayment of long-term debt                                                                                 (18,333)
  
           Net cash provided by financing activities                                                           274,800
  
  
  Decrease in cash                                                                                             (53,819)
  
  
  Cash - beginning of year                                                                                      86,105
  
  
  Cash - end of year                                                                                       $   32,286
  
  
  Supplemental  disclosures  of cash flow  information:  Cash paid during the year
    for:
      Interest                                                                                                $140,695
  
  
                          See notes to financial statements
  
  
  <PAGE>
  
  
                                RELIABLE CORPORATION
  
                            NOTES TO FINANCIAL STATEMENTS
  
                                  DECEMBER 31, 1997
  
  Note 1   Summary of accounting policies
  
              (a)   Business description
  
                    The  Company  was  incorporated  in 1982 under the laws of the
           state  of  Connecticut  and  manufactures   plating  supplies  for  the
           electroplating industry.
  
                (b) Uses of estimates in the preparation of financial statements
  
                    The  preparation  of financial  statements in conformity  with
           generally accepted  accounting  principles  requires management to make
           estimates and  assumptions  that affect the reported  amounts of assets
           and liabilities and disclosure of contingent  assets and liabilities at
           the date of the financial  statements  and the reported  amounts of net
           revenue and expenses during each reporting period. Actual results could
           differ from those estimates.
  
                (c) Cash
  
                    The  Company  maintains  cash  balances  at various  financial
           institutions.  Accounts at each  institution are insured by the Federal
           Deposit Insurance Corporation up to $100,000. The Company's accounts at
           these institutions may, at times,  exceed the Federally insured limits.
           The Company has not experienced any losses in such accounts.
  
               (d)  Inventories
  
                    Inventories,  consisting  substantially  of raw  materials and
           work in  process,  are priced at the lower of cost,  determined  on the
           first-in, first-out basis, or market (replacement cost).
  
                (e) Property and equipment
  
                    Property and equipment are recorded at cost.  Depreciation  is
           provided for in amounts sufficient to amortize the costs of the related
           assets over their estimated  useful lives under the  straight-line  and
           accelerated  methods  for  both  financial  reporting  and  income  tax
           purposes.
  
                    Maintenance, repairs and minor renewals are charged to expense
           when incurred. Replacements and major renewals are capitalized.
  
                (f) Income taxes
  
                    The Company has elected to be taxed as an "S" Corporation and,
           accordingly,  is not subject to Federal  income tax. State income taxes
           are provided since the Company operates in a state  jurisdiction  which
           does not recognize "S" Corporation status.
  
  Note 2   Account receivable - affiliate
  
                The account receivable - affiliate bears interest at 12% per annum
  and is due on demand.
  
  
  <PAGE>
  
  Note 3   Property and equipment
  
                A summary of property and equipment  and the estimated  lives used
           in the computation of depreciation and amortization is as follows:
                                                                          Amount            Life
                    Machinery and equipment                               $639,723        5 years
                    Automobiles                                             49,668        3 years
                    Furniture and fixtures                                   9,657        5 years
                        Leasehold improvements                             102,439        5 years
                                                                           801,487
                        Depreciation and amortization                      715,695
                                                                          $ 85,792
  
  Note 4   Note payable - bank
  
                Pursuant  to an  agreement  with  its  bank,  the  Company  has an
           available line of credit of $2,000,000. Borrowings under this agreement
           bear  interest  at the bank's  prime  rate and are due on demand.  This
           obligation  is   collateralized   by  a  first  security   interest  in
           substantially   all  assets  of  the   corporation  and  is  personally
           guaranteed by the officers of the corporation.
  
  Note 5   Subordinated note payable - officer
  
                Subordinated note payable officer bears interest at 12% per annum,
           is due on demand and is subordinated to bank borrowings  referred to in
           Note 4.
  
  Note 6   Concentration of risk
  
                Financial  instruments  which  potentially  subject the Company to
           concentrations of credit risk are primarily  accounts  receivable.  The
           Company  performs   on-going  credit   evaluations  of  its  customers'
           financial  condition  and  generally  requires no  collateral  from its
           customers.  The allowance for non-collection of accounts  receivable is
           based upon the expected collectibility of all accounts receivable.
  
                The Company relies on several key vendors to supply its inventory.
           Although  there are a limited  number of  manufacturers  in the  market
           capable of  supplying  these  goods,  the Company  believes  that other
           suppliers  could provide for the Company's  needs on comparable  terms.
           Abrupt  changes in the supply  flow  could,  however,  cause a delay in
           manufacturing  and a possible  inability to meet sales  commitments  on
           schedule,  or a possible  loss of sales,  which would affect  operating
           results adversely.
  
  Note 7   Commitments, contingencies and general comments
  
                The Company leases its plant from an officer of the corporation on
           a month-to-month  basis at an annual rental of approximately  $120,000.
           Rental  expense  charged to operations  for the year ended December 31,
           1997 aggregated $120,000.
  
  
  <PAGE>
                              SUPPLEMENTARY INFORMATION
  
  
  
  
                                                       (Unaudited)
  
  
  
  
  
  
  
  
  
  Cost of sales:
    Inventories - beginning of year                                                                         $   593,100
    Purchases                                                                                                15,431,725
    Other costs                                                                                                  67,112
                                                                                                             16,091,937
  
    Inventories - end of year                                                                                   647,495
  
                                                                                                            $15,444,442
  
  
  
  Selling, general and administrative expenses:
    Salaries - officers                                                                                     $     109,660
    Salaries - other                                                                                              203,294
    Payroll taxes and other taxes                                                                                  39,395
    Insurance and employee benefits                                                                                45,305
    Rent                                                                                                          105,000
    Utilities                                                                                                      37,719
    Telephone and telex                                                                                            18,897
    Travel and entertainment                                                                                       35,772
    Professional fees                                                                                              12,800
    Depreciation                                                                                                   21,463
    Repairs and maintenance                                                                                         6,225
    Auto and truck                                                                                                 53,617
    Office expense and postage                                                                                     16,065
    Advertising                                                                                                    29,495
    Donations                                                                                                       2,225
    Commissions                                                                                                     2,750
    Bad debt expense                                                                                              111,598
  
                                                                                                              $   851,280
  </TABLE>
  
  <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:
      Mandel Sherman,  President
  
  
  DATED: September 14, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 59669}]
metadata_filer: {"company-data": {"conformed-name": "WESTBURY METALS GROUP INC", "cik": "0000878722", "assigned-sic": "6770", "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": "99710859"}, "business-address": {"street1": "236 BIRCHWOOD RD", "city": "MEDFORD", "state": "NY", "zip": "11763", "phone": "5166986914"}, "mail-address": {"street1": "236 BIRCHWOOD ROAD", "city": "MEDFORD", "state": "NY", "zip": "11763"}, "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) June 30, 1999
  
                                     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 July 16, 1999, the Registrant,  through its wholly owned subsidiary,
  Reliable - West Tech, Inc., a Delaware  corporation  ("RWT")  (formerly known as
  West Tech, Inc.), purchased  substantially all of the assets (excluding cash and
  accounts  receivable)  of  Reliable  Corporation,   a  Connecticut   corporation
  ("Reliable")  pursuant  to an Asset  Purchase  Agreement  dated May 5, 1999,  as
  amended  by an  Amendment  dated  July 1,  1999,  and as  modified  by an Escrow
  Agreement dated July 1, 1999. This  transaction was effective as of June 30,1999
  for accounting  purposes.  Reliable 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
  Reliable.
  
           The purchase price for the assets was  $1,915,000.  One Million Dollars
  was paid in cash and the balance was paid with a six year,  seven  percent  self
  amortizing  promissory  note in the principal  amount of $915,000.  The note was
  secured by a security  agreement  granting a security interest in the machinery,
  equipment  and the customer  list  purchased  pursuant to this  transaction.  In
  addition, RWT paid the sum of $192,578.55 in cash for the purchase of Reliable's
  metals  inventory.  The cash  portion  of the  purchase  price  was  funded by a
  combination  of the  Registrant's  funds and the  proceeds of certain  financing
  described in ITEM 5 below.
  
  As part of  this  transaction,  Rajendra  A.  Shukla,  the  President  and  sole
  shareholder  of  Reliable,  sold the  building  and the real  property  at which
  Reliable  operated  its  business for  $185,000.  RWT shall  continue to run the
  business  operations from this location.  The purchase price was paid with a six
  year,  seven percent self  amortizing  promissory note from RWT in the principal
  amount  of  $185,000.  The  record  owner of the  property  is  Westbury  Realty
  Management,   Inc.("Westbury   Realty"),   a  wholly  owned  subsidiary  of  the
  Registrant.  The note was  secured by the  guaranty of  Westbury  Realty,  which
  guaranty was secured by a first mortgage on the purchased real property.  At the
  Closing,  RWT entered into a three year  employment  agreement  with Rajendra A.
  Shukla.  Mr. Shukla shall serve as a vice  president of RWT and President of its
  "Reliable"  division.  The employment agreement provides for an annual salary of
  $150,000.
  ITEM 5. Other Events
  
           On July 13, 1999 RWT, Westbury International,  Inc and Westbury Alloys,
  Inc.,(each, a wholly owned subsidiary of the Registrant) as co-borrowers, closed
  a financing transaction with BankBoston, N.A. pursuant to which the co-borrowers
  received a Twelve Million  Dollar  revolving  credit loan,  with a Seven Million
  Dollar  sublimit  for a  consignment  facility  and a One Million  Five  Hundred
  Thousand  Dollar credit  facility for forward  contracts and executed a Loan and
  Consignment  Agreement and a Revolving  Credit  Promissory Note in the principal
  amount of $12,000,000.  The co-borrowers'  obligations are secured by a security
  interest  in  the  assets  of  the   co-borrowers  and  the  guaranties  of  the
  co-borrowers;  such  obligations  are further  secured by an Unlimited  Guaranty
  Agreement  of the  Registrant,  which is  secured by a first  priority  security
  interest in all of its tangible and intangible personal property and by a pledge
  of the stock of RWT, Westbury International, Inc and Westbury Alloys, Inc.
  
           On July 15, 1999, the Registrant, RWT, Westbury International, Inc. and
  Westbury  Alloys,  Inc., as  co-borrowers  closed a financing  transaction  with
  Alliance  Capital  Investments  Corp.("Alliance"),pursuant  to a Loan  Agreement
  dated July 13, 1999,  pursuant to which the  co-borrowers  received a $2,000,000
  term loan.  and  executed a Loan  Agreement  and a Term  Promissory  Note in the
  principal amount of $2,000,000.  The co-borrower's  obligations are secured by a
  second priority security interest in the assets of the co- borrowers. As further
  consideration  for the loan,  pursuant to an Agreement  dated as of July 13,1999
  the  Registrant  granted to Alliance a Warrant for the purchase of 90,000 shares
  of the Registrant's  common stock at an exercise price of $3.00 per share,  such
  Warrant to remain outstanding until July 15, 2009.
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (a)      Financial Statements of Business Acquired (to be
                       filed by amendment hereto)
  
           (b)      Pro Forma Financial Information (to be
                      filed by amendment hereto)
  (c)  Exhibits
  
                    1. Copy of Asset Purchase Agreement dated as of May 5, 1999.
  
                    2. Copy of Amendment to Asset Purchase Agreement dated July 1,
                       1999.
  
                    3. Copy of Escrow Agreement dated July 1, 1999.
  
                    4. Copy of $915,000 Promissory Note dated July 1, 1999.
  
                    5. Copy of $185,000 Promissory Note dated July 1, 1999.
  
                    6. Copy of Employment Agreement between Reliable - West Tech,
                       Inc and Rajendra A. Shukla dated as of July 1, 1999.
  
                    7. Copy of Loan and Consignment Agreement with BankBoston,
                       N.A.  dated July 13, 1999.
  
                    8. Copy of  Revolving  Credit Promissory Note dated July 13,
                         1999.
  
                    9. Copy of Unlimited Guaranty Agreement dated July 13, 1999.
  
                    10. Copy of Loan Agreement with Alliance Capital Investment
                        Corp. dated as of July 13, 1999.
  
                    11. Copy of $2,000,000 Term Promissory Note dated
                        July 15, 1999.
  
                    12.  Agreement with Alliance  Capital  Investment Corp. dated
                         July 13, 1999 with respect to its purchase of Stock
                         Warrants from Registrant.
  
                    13. Copy of Stock Warrant issued to Alliance Capital
                        Investment  Corp.  dated  as  of  July 15,1999.
  ITEM 7.  Financial Statements and Exhibits.
  
           (b)      Pro Forma Financial Information
  
  (i)      Introduction To Unaudited Pro Forma Consolidated Financial Statements
  (ii)     Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 1999
  (iii)    Unaudited Pro Forma  Consolidated  Statement of Operations for the
           Nine Months Ended March 31, 1999.
  (iv)     Notes To  Unaudited  Pro Forma  Consolidated  Statement Of
           Operations for the Year Ended June 30, 1998.
  (v)      Notes to Unaudited Pro Forma Consolidated Financial Statements
  
  (i)      The unaudited pro forma consolidated balance sheet as of March 31, 1999
           gives pro forma effect to the  acquisition  by RWT of certain assets of
           Reliable as if the  acquisition  had  occurred on March 31,  1999.  The
           unaudited pro forma consolidated  statements of operations for the nine
           months  ended  March 31, 1999 and for the year ended June 30, 1998 give
           pro forma effect to the acquisition of Reliable as if such  acquisition
           had occurred on July 1, 1997.
  
           The unaudited pro forma consolidated  financial  statements give effect
           to the  acquisition  described  above  under  the  purchase  method  of
           accounting and are based on the assumptions  and adjustments  described
           in the  accompanying  notes to the  unaudited  pro  forma  consolidated
           financial  statements  presented on the following pages. The fair value
           of the  consideration  will be allocated to the assets and  liabilities
           acquired  based upon the fair values of such assets and  liabilities at
           the  Effective  Time and may be revised  for a period of up to one year
           thereafter.  The preliminary  estimates and assumptions as to the value
           of the assets and  liabilities  of Reliable to the combined  company is
           based upon  information  available at the date of  preparation of these
           unaudited  pro  forma  consolidated  financial  statements  and will be
           adjusted upon the final determination of such fair values.
  
           The  unaudited  pro  forma  consolidated  financial  statements  do not
           purport to  represent  what RWT  results  of  operations  or  financial
           condition would have actually been or what  operations  would be if the
           Merger had  occurred  on the dates  assumed and are not  indicative  of
           future  results.  The unaudited pro forma  financial  statements  below
           should  be  read  in  conjunction  with  the  historical   consolidated
           financial statements and related noted thereto of RWT and Reliable.
  Pro Forma Financial Information (ii)
                                                                Westbury Metals Group, Inc.
                   Unaudited Pro Forma Consolidated Balance Sheet
                                                                          March 31, 1999
                                                    Historical           Historical
                                                  Westbury Metals       Reliable (a)           Adjustments             Pro Forma
                                                    Group, Inc.
                     ASSETS
  CURRENT ASSETS:
  Cash                                         $             368,638    $    181,598     $    (181,598)     (b)  $                 -
  Accounts Receivable                                      2,287,764       1,664,418        (1,664,418)     (b)           2,287,764
  Inventory                                                1,257,329         192,578                                      1,449,907
  Prepaid expenses and other current assets
                                                             918,597           -                                            918,597
  Total Current Assets                                     4,832,328          2,038,594     (2,214,654)                   4,656,268
  PROPERTY, PLANT AND EQUIPMENT:
  Property, plant and equipment                            1,425,286            887,276         22,724 (e)                2,335,286
  Less: accumulated depreciation and
  amortization                                             (269,685)          (745,568)        745,568 (e)                 (269,685)
  Property, Plant, and Equipment - net
                                                           1,155,601            141,708        768,292                    2,065,601
  OTHER ASSETS:
  Goodwill - net of accumulated amortization
                                                             228,040          -              1,190,000 (e)                1,418,040
  Acquisition Cost - Reliable                            -                       -              58,000 (e)                   58,000
  Deposits                                                   105,375             -                 -                        105,375
            Total Other Assets                               333,415             -           1,248,000                    1,581,415
  TOTAL ASSETS                                 $           6,321,344  $   2,180,302       $   (198,362)                $  8,303,284
  
                          LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Notes Payable                                    $       1,424,703   $   1,395,930      $ (1,395,930)      (b)         $  1,550,703
  Due to customers                                         1,377,930              -                                        1,377,930
  Accounts payable and accrued expenses
                                                             454,226         107,674           (107,674) (b)               1,336,166
  Mortgage Payable                                            11,092            -                                             11,092
            Total Current Liabilities                      3,267,951       1,503,604           (495,664)                   4,275,891
  Mortgage Payable - Non Current Portion
                                                             309,402            -                                            309,402
  Note Payable - Long Term                                     -                -                974,000 (c)                 974,000
  TOTAL LIABILITIES                                        3,577,353       1,503,604             478,336                   5,559,293
  STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock $.001 par value                                 3,197                                                           3,197
  Common stock, no par value, 100 shares                                                          (1,000) (e)
                                                                      1,000                                                      -
  Capital in excess of par                                 3,171,879          49,000            (49,000) (e)               3,171,879
  Accumulated (deficit)earnings                            (431,085)         626,698           (626,698) (e)               (431,085)
  TOTAL STOCKHOLDERS' EQUITY                                                                   (676,698)
                                                           2,743,991         676,698                                       2,743,991
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                        $  6,321,344      $2,180,302         $ (198,362)                $  8,303,284
  Pro Forma Financial Information (iii)
                                                                      Westbury Metals Group, Inc.
                                                              Unaudited Pro Forma Consolidated Statements of Operations
                                                          For The Nine Months Ended March 31, 1999
                                                    Historical           Historical
                                                  Westbury Metals       Reliable (f)           Adjustments             Pro Forma
                                                    Group, Inc.
  
  Revenues:
      Sales                                             $ 22,532,534       $ 11,837,301            (35,692)  (g)        $ 34,334,143
      Refining                                             3,713,695                 -                                     3,713,695
      Other                                                   71,741              -                                           71,741
            Total Revenues                                26,317,970     11,837,301                (35,692)               38,119,579
  Costs and expenses:
      Cost of Sales                                       21,347,007         11,284,040            (35,692)  (g)          32,595,355
      Cost of refining                                     2,747,284              -                                        2,747,284
      Selling, general
  and                           administrative             1,843,195            953,893              56,250  (h)           2,853,338
      Depreciation and amortization                          116,261                                 44,625  (i)             269,486
                                                                                  6,600
      Interest                                               124,071            108,563              54,750  (k)             287,384
            Total costs and expenses                      26,177,818         12,353,095             221,933               38,752,846
  Income before income taxes                                 140,152          (515,794)           (257,625)                 (633,267)
  Provision for income taxes                                  44,036                                                          44,036
  Net income (loss)                                       $   96,116          (515,794)         $ (257,625)              $  (677,303)
  Net income (loss) per share - basic
                                                           $     .03                                                     $    (0.21)
  Net income (loss) per share - diluted
                                                           $     .03
  Average shares outstanding - basic
                                                           3,197,312                                                       3,197,312
  Average shares outstanding - diluted
                                                           3,522,312
  Pro Forma Financial Information (iv)
                                                                              Westbury Metals Group, Inc.
                                               Unaudited Pro Forma Consolidated Statements of Operations
                                                                           For The Year Ended June 30, 1998
  
                                                    Historical           Historical
                                                      Westbury Metals   Reliable (l)           Adjustments             Pro Forma
                                                          Group, Inc.
  
  Revenues:
      Sales                                    $       1,425,315      $ 18,122,333                  (4,530)  (g)        $ 19,543,118
      Refining                                             1,874,829             -                                         1,874,829
      Other                                                   22,188             -                                            22,188
            Total Revenues                              3,322,332            18,122,333             (4,530)               21,440,135
  Costs and expenses:
      Cost of Sales                                        1,335,607         16,971,187            (4,530)   (g)          18,302,264
      Cost of refining                                       807,221               -                                         807,221
      Selling, general
  and                      administrative                  1,377,159            813,248              75,000  (h)           2,265,407
      Depreciation and amortization                           94,696             25,731              59,500  (i)             299,927
      Interest                                               132,090            184,994              73,000  (k)             390,084
            Total costs and expenses                       3,746,773       17,995,160               322,970               22,064,903
  Income before income taxes                               (424,441)            127,174           (327,500)                 (624,768)
  Provision for income taxes                                   -                 14,100             -                         14,100
  Net (loss) income                                     $  (424,441)            113,074   $   (327,500)                  $  (638,868)
  Net (loss) income per share - basic
                                                         $    (0.20)                                                      $    (0.29)
  Average shares outstanding - basic                                                                                       2,173,139
                                                           2,173,139
  (a) Represents the  historical  unaudited  balance sheet of Reliable as of March
  31, 1999.
  
  (b) The pro forma adjustments to cash, accounts  receivable,  notes payable, and
  accounts payable and accrued  expenses  represents the elimination of Reliable's
  assets not acquired and liabilities not assumed.
  
  (c) The pro forma  adjustments  to cash,  notes payable  (current and long term)
  represent cash paid  (including the estimated  acquisition  costs) of $1,250,578
  and promissory  notes issued by Westbury Metals Group to the former  shareholder
  of Reliable in the aggregate amount of $1,000,000.
  
  (d) The pro forma  adjustments to cash and accounts payable and accrued expenses
  represents a  reclassification  of the negative  cash balance of $881,940  after
  giving effect to the acquisition adjustments
  
  (e) The pro forma adjustment to goodwill, plant, property and equipment,  common
  stock,  capital in excess of par, and accumulated  (deficit) earnings represents
  the  costs  in  excess  of net  assets  acquired,  the  estimated  costs  of the
  acquisition  of  $58,000,  and  the  elimination  of the  historical  equity  of
  Reliable.
  
  (f) Represents the historical  unaudited Statement of Operations of Reliable for
  the nine months ended March 31, 1999.
  
  (g) The pro forma  adjustments  to sales  and cost of sales for the nine  months
  ended March 31, 1999 and the year ended June 30, 1998 represent the  elimination
  of the intercompany sales and related cost of sales.
  
  (h) The pro forma adjustments to selling,  general and  administrative  expenses
  represents  additional  salary  expense to Reliable  pursuant  to an  employment
  agreement with the former shareholder.
  
  (i) The pro forma adjustment to depreciation and amortization expense represents
  the  amortization  of the  excess of cost over fair  market  value of net assets
  acquired, amortized on a straight-line basis over an estimated life of 20 years.
  
  (j) The pro forma adjustment to depreciation and amortization expense represents
  the  additional  depreciation  expense  resulting  from  the fair  market  value
  increase of plant, property and equipment.
  
  (k) The pro forma adjustment to interest expense relates to the promissory notes
  issued in  connection  with the  reliable  purchase  (calculated  at the  stated
  interest rate of 7.0 percent).
  
  (l) Represents the historical  unaudited Statement of Operations of Reliable for
  the year ended June 30, 1998.
  RELIABLE CORPORATION
  
                                FINANCIAL STATEMENTS
                                         AND
                              SUPPLEMENTARY INFORMATION
                                        WITH
                            INDEPENDENT AUDITORS' REPORT
  
                            YEAR ENDED DECEMBER 31, 1998
  INDEPENDENT AUDITORS' REPORT
  
  Board of Directors
  Reliable Corporation
  Naugatuck, Connecticut
  
           We have audited the accompanying  balance sheet of Reliable Corporation
  as of December 31, 1998 and the related  statements of  operations  and retained
  earnings and cash flows for the year then ended. These financial  statements are
  the responsibility of the Company's 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 Reliable Corporation
  as of  December  31,  1998 in  conformity  with  generally  accepted  accounting
  principles.
  
           The accompanying supplementary  information,  while not necessary for a
  fair  presentation  of financial  position,  results of operations or changes in
  financial  position has been examined  and, in our opinion,  is fairly stated in
  all material respects in relation to the financial statement taken as a whole.
  
  Hackensack, New Jersey
  May 18, 1999
  RELIABLE CORPORATION
  
                                    BALANCE SHEET
  
                                  DECEMBER 31, 1998
  
                                       ASSETS
  
  Current assets:
    Cash                                                                                 $     6,560
    Accounts receivable   - trade                                                            908,174
                            -affiliate                                                       757,729
    Inventories                                                                              610,414
  
       Total current assets                                                                2,282,877
  
  Property and equipment, less accumulated
    depreciation and amortization                                                            149,042
  
                                                                                          $2,431,919
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Note payable - bank                                                                   $1,400,000
    Subordinated note payable - officer                                                      200,835
    Accounts payable                                                                         111,028
    Accrued expenses and taxes payable                                                       111,186
  
       Total current liabilities                                                           1,823,049
  
  Stockholders' equity:
    Common stock, no par value, 100 shares
      authorized, issued and outstanding                                                       1,000
    Additional paid-in capital                                                                49,000
    Retained earnings                                                                        558,870
                                                                                             608,870
  
                                                                                          $2,431,919
  
                          See notes to financial statements
  RELIABLE CORPORATION
  
                    STATEMENT OF OPERATIONS AND RETAINED EARNINGS
  
                            YEAR ENDED DECEMBER 31, 1998
  
  Sales                                                                                                     $17,502,428
  
  Costs and expenses:
    Cost of sales                                                                                           16,614,389
    Selling, general and administrative                                                                      1,152,809
    Interest                                                                                                   184,427
  
                                                                                                            17,951,625
  
  Net loss                                                                                                    (449,197)
  
  Retained earnings - beginning of year                                                                      1,063,357
  
  Less:  dividends paid                                                                                        (55,290)
  
  Retained earnings - end of year                                                                         $    558,870
  
                          See notes to financial statements
  RELIABLE CORPORATION
  
                               STATEMENT OF CASH FLOWS
  
                            YEAR ENDED DECEMBER 31, 1998
  
  Operating activities:
    Net loss                                                                                                $   (449,197)
    Adjustments to reconcile net loss to net cash
     provided by operating activities:
      Depreciation  and  amortization of property and equipment  17,933 Changes in
      operating assets and liabilities:
        Accounts receivable  -trade                                                                             1,041,447
                              - affiliate                                                                         (67,633)
        Inventories                                                                                                37,081
        Accounts payable                                                                                          (20,649)
        Accrued expenses and taxes payable                                                                         86,986
  
            Net cash provided by operating activities                                                             645,968
  
  Investing activities:
    Disposition of property and equipment, net                                                                   (81,183)
  
            Net cash used in investing activities                                                                (81,183)
  
  Financing activities:
    Repayment of short-term bank borrowings                                                                       (425,000)
    Repayment of loan from officer                                                                                (110,221)
    Dividends paid                                                                                                 (55,290)
  
           Net cash used in financing activities                                                                  (590,511)
  
  Decrease in cash                                                                                                 (25,726)
  
  Cash - beginning of year                                                                                          32,286
  
  Cash - end of year                                                                                         $       6,560
  
  Supplemental  disclosures  of cash flow  information:  Cash paid during the year
    for:
      Interest                                                                                                    $184,427
  
                          See notes to financial statements
  RELIABLE CORPORATION
  
                            NOTES TO FINANCIAL STATEMENTS
  
                                  DECEMBER 31, 1998
  
  Note 1   Summary of accounting policies
  
              (a)   Business description
  
                    The  Company  was  incorporated  in 1982 under the laws of the
           state  of  Connecticut  and  manufactures   plating  supplies  for  the
           electroplating industry.
  
                 (b) Uses of estimates in the preparation of financial statements
  
                    The  preparation  of financial  statements in conformity  with
           generally accepted  accounting  principles  requires management to make
           estimates and  assumptions  that affect the reported  amounts of assets
           and liabilities and disclosure of contingent  assets and liabilities at
           the date of the financial  statements  and the reported  amounts of net
           revenue and expenses during each reporting period. Actual results could
           differ from those estimates.
  
                (c) Cash
  
                    The  Company  maintains  cash  balances  at various  financial
           institutions.  Accounts at each  institution are insured by the Federal
           Deposit Insurance Corporation up to $100,000. The Company's accounts at
           these institutions may, at times,  exceed the Federally insured limits.
           The Company has not experienced any losses in such accounts.
  
               (d)  Inventories
  
                    Inventories,  consisting  substantially  of raw  materials and
           work in  process,  are priced at the lower of cost,  determined  on the
           first-in, first-out basis, or market (replacement cost).
  
                (e) Property and equipment
  
                    Property and equipment are recorded at cost.  Depreciation  is
           provided for in amounts sufficient to amortize the costs of the related
           assets over their estimated  useful lives under the  straight-line  and
           accelerated  methods  for  both  financial  reporting  and  income  tax
           purposes.
  
                    Maintenance, repairs and minor renewals are charged to expense
           when incurred. Replacements and major renewals are capitalized.
  
                (f) Income taxes
  
                    The Company has elected to be taxed as an "S" Corporation and,
           accordingly,  is not subject to Federal  income tax. State income taxes
           are provided since the Company operates in a state  jurisdiction  which
           does not recognize "S" Corporation status.
  
  Note 2   Account receivable - affiliate
  
                The account receivable - affiliate bears interest at 12% per annum
  and is due on demand.
  Note 3   Property and equipment
  
                A summary of property and equipment  and the estimated  lives used
           in the computation of depreciation and amortization is as follows:
                                                                          Amount          Life
                    Machinery and equipment                               $639,723        5 years
                    Automobiles                                            120,366        3 years
                    Furniture and fixtures                                   9,657        5 years
                        Leasehold improvements                             109,864        5 years
                                                                           879,610
                        Depreciation and amortization                      730,568
                                                                          $149,042
  
  Note 4   Note payable - bank
  
                Pursuant  to an  agreement  with  its  bank,  the  Company  has an
           available line of credit of $2,000,000. Borrowings under this agreement
           bear  interest  at the bank's  prime  rate and are due on demand.  This
           obligation  is   collateralized   by  a  first  security   interest  in
           substantially   all  assets  of  the   corporation  and  is  personally
           guaranteed by the officers of the corporation.
  
  Note 5   Subordinated note payable - officer
  
                Subordinated note payable officer bears interest at 12% per annum,
           is due on demand and is subordinated to bank borrowings  referred to in
           Note 4.
  
  Note 6   Concentration of risk
  
                Financial  instruments  which  potentially  subject the Company to
           concentrations of credit risk are primarily  accounts  receivable.  The
           Company  performs   on-going  credit   evaluations  of  its  customers'
           financial  condition  and  generally  requires no  collateral  from its
           customers.  The allowance for non-collection of accounts  receivable is
           based upon the expected collectibility of all accounts receivable.
  
                The Company relies on several key vendors to supply its inventory.
           Although  there are a limited  number of  manufacturers  in the  market
           capable of  supplying  these  goods,  the Company  believes  that other
           suppliers  could provide for the Company's  needs on comparable  terms.
           Abrupt  changes in the supply  flow  could,  however,  cause a delay in
           manufacturing  and a possible  inability to meet sales  commitments  on
           schedule,  or a possible  loss of sales,  which would affect  operating
           results adversely.
  
  Note 7   Commitments, contingencies and general comments
  
                The Company leases its plant from an officer of the corporation on
           a month-to-month  basis at an annual rental of approximately  $120,000.
           Rental  expense  charged to operations  for the year ended December 31,
           1999 aggregated $120,000.
  SUPPLEMENTARY INFORMATION
  
                                                       (Unaudited)
  
  Cost of sales:
    Inventories - beginning of year                                                                         $   647,495
    Purchases                                                                                                16,540,382
    Other costs                                                                                                  36,926
                                                                                                             17,224,803
  
    Inventories - end of year                                                                                   610,414
  
                                                                                                            $16,614,389
  
  Selling, general and administrative expenses:
    Salaries - officers                                                                                     $   117,690
    Salaries - other                                                                                            254,873
    Payroll taxes and other taxes                                                                                69,978
    Insurance and employee benefits                                                                              60,745
    Rent                                                                                                        120,000
    Utilities                                                                                                    31,689
    Telephone and telex                                                                                          16,067
    Travel and entertainment                                                                                     34,791
    Professional fees                                                                                            12,730
    Depreciation                                                                                                 17,933
    Repairs and maintenance                                                                                       4,473
    Auto and truck                                                                                               27,751
    Office expense and postage                                                                                   19,943
    Advertising                                                                                                  21,617
    Donations                                                                                                     1,725
    Commissions                                                                                                  67,311
    Pension plan                                                                                                 30,000
    Bad debt expense                                                                                            243,493
  RELIABLE CORPORATION
  
                                FINANCIAL STATEMENTS
                                         AND
                              SUPPLEMENTARY INFORMATION
                                        WITH
                            INDEPENDENT AUDITORS' REPORT
  
                            YEAR ENDED DECEMBER 31, 1997
  INDEPENDENT AUDITORS' REPORT
  
  Board of Directors
  Reliable Corporation
  Naugatuck, Connecticut
  
           We have audited the accompanying  balance sheet of Reliable Corporation
  as of  December  31,  1997 and the  related  statements  of income and  retained
  earnings and cash flows for the year then ended. These financial  statements are
  the responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audit.
  
           Except as explained in the following paragraph,  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.
  
           We did not observe the taking of physical  inventory as of December 31,
  1996,  since that date was prior to our appointment as auditors for the Company,
  and we were unable to satisfy ourselves regarding inventory  quantities by means
  of  other  auditing  procedures.  Inventory  amounts  as of  December  31,  1996
  materially  enter  into the  determination  of net income and cash flows for the
  year ended December 31, 1997.
  
           Because of the matter discussed in the preceding  paragraph,  the scope
  of our work was not  sufficient to enable us to express,  and we do not express,
  an  opinion  on the  results  of  operations  and cash  flows for the year ended
  December 31, 1997.
  
           In our opinion,  the balance sheet  referred to in the first  paragraph
  presents fairly, in all material  respects,  the financial  position of Reliable
  Corporation  as of  December  31, 1997 in  conformity  with  generally  accepted
  accounting principles.
  
           The accompanying supplementary  information,  while not necessary for a
  fair  presentation  of financial  position,  results of operations or changes in
  financial  position has been examined  and, in our opinion,  is fairly stated in
  all material respects in relation to the financial statement taken as a whole.
  
  Hackensack, New Jersey
  February 28, 1998
  RELIABLE CORPORATION
  
                                    BALANCE SHEET
  
                                  DECEMBER 31, 1997
  
                                       ASSETS
  
  Current assets:
    Cash                                                                                                    $     32,286
    Accounts receivable   - trade                                                                              1,949,621
                          - affiliate                                                                            690,096
    Inventories                                                                                                  647,495
  
       Total current assets                                                                                    3,319,498
  
  Property and equipment, less accumulated
    depreciation and amortization                                                                                  85,792
  
                                                                                                               $3,405,290
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Note payable - bank                                                                                       $1,825,000
    Subordinated note payable - officer                                                                          311,056
    Accounts payable                                                                                             131,677
    Accrued expenses and taxes payable                                                                            24,200
  
       Total current liabilities                                                                               2,291,933
  
  Stockholders' equity:
    Common stock, no par value, 100 shares
      authorized, issued and outstanding                                                                           1,000
    Additional paid-in capital                                                                                    49,000
    Retained earnings                                                                                          1,063,357
                                                                                                               1,113,357
  
                                                                                                              $3,405,290
  
                          See notes to financial statements
  RELIABLE CORPORATION
  
                      STATEMENT OF INCOME AND RETAINED EARNINGS
  
                            YEAR ENDED DECEMBER 31, 1997
  
  Sales                                                                                                     $16,486,502
  
  Costs and expenses:
    Cost of sales                                                                                           15,444,442
    Selling, general and administrative                                                                        851,280
    Interest                                                                                                   165,239
  
                                                                                                            16,460,961
  
  Income before income taxes                                                                                    25,541
  
  State income taxes                                                                                             4,200
  
  Net income                                                                                                    21,341
  
  Retained earnings - beginning of year                                                                      1,123,225
  
  Less:  dividends paid                                                                                        (81,209)
  
  Retained earnings - end of year                                                                           $1,063,357
  
                          See notes to financial statements
  RELIABLE CORPORATION
  
                               STATEMENT OF CASH FLOWS
  
                            YEAR ENDED DECEMBER 31, 1997
  
  Operating activities:
    Net income                                                                                              $   21,341
    Adjustments to reconcile net income to net cash
     used in operating activities:
      Depreciation  and  amortization of property and equipment  21,462 Changes in
      operating assets and liabilities:
        Accounts receivable  -trade                                                                            (55,950)
                             -affiliate                                                                       (214,155)
        Inventories                                                                                            (54,395)
        Accounts payable                                                                                       (67,083)
        Accrued expenses and taxes payable                                                                       7,109
  
            Net cash used in operating activities                                                             (341,671)
  
  Investing activities:
    Disposition of property and equipment, net                                                                  13,052
  
            Net cash used in investing activities                                                               13,052
  
  Financing activities:
    Short-term bank borrowings                                                                                  250,000
    Loan from officer
                                                                                                                124,342
    Dividends paid                                                                                              (81,209)
    Repayment of long-term debt                                                                                 (18,333)
  
           Net cash provided by financing activities                                                           274,800
  
  Decrease in cash                                                                                             (53,819)
  
  Cash - beginning of year                                                                                      86,105
  
  Cash - end of year                                                                                       $   32,286
  
  Supplemental  disclosures  of cash flow  information:  Cash paid during the year
    for:
      Interest                                                                                                $140,695
  
                          See notes to financial statements
  RELIABLE CORPORATION
  
                            NOTES TO FINANCIAL STATEMENTS
  
                                  DECEMBER 31, 1997
  
  Note 1   Summary of accounting policies
  
              (a)   Business description
  
                    The  Company  was  incorporated  in 1982 under the laws of the
           state  of  Connecticut  and  manufactures   plating  supplies  for  the
           electroplating industry.
  
                (b) Uses of estimates in the preparation of financial statements
  
                    The  preparation  of financial  statements in conformity  with
           generally accepted  accounting  principles  requires management to make
           estimates and  assumptions  that affect the reported  amounts of assets
           and liabilities and disclosure of contingent  assets and liabilities at
           the date of the financial  statements  and the reported  amounts of net
           revenue and expenses during each reporting period. Actual results could
           differ from those estimates.
  
                (c) Cash
  
                    The  Company  maintains  cash  balances  at various  financial
           institutions.  Accounts at each  institution are insured by the Federal
           Deposit Insurance Corporation up to $100,000. The Company's accounts at
           these institutions may, at times,  exceed the Federally insured limits.
           The Company has not experienced any losses in such accounts.
  
               (d)  Inventories
  
                    Inventories,  consisting  substantially  of raw  materials and
           work in  process,  are priced at the lower of cost,  determined  on the
           first-in, first-out basis, or market (replacement cost).
  
                (e) Property and equipment
  
                    Property and equipment are recorded at cost.  Depreciation  is
           provided for in amounts sufficient to amortize the costs of the related
           assets over their estimated  useful lives under the  straight-line  and
           accelerated  methods  for  both  financial  reporting  and  income  tax
           purposes.
  
                    Maintenance, repairs and minor renewals are charged to expense
           when incurred. Replacements and major renewals are capitalized.
  
                (f) Income taxes
  
                    The Company has elected to be taxed as an "S" Corporation and,
           accordingly,  is not subject to Federal  income tax. State income taxes
           are provided since the Company operates in a state  jurisdiction  which
           does not recognize "S" Corporation status.
  
  Note 2   Account receivable - affiliate
  
                The account receivable - affiliate bears interest at 12% per annum
  and is due on demand.
  Note 3   Property and equipment
  
                A summary of property and equipment  and the estimated  lives used
           in the computation of depreciation and amortization is as follows:
                                                                          Amount            Life
                    Machinery and equipment                               $639,723        5 years
                    Automobiles                                             49,668        3 years
                    Furniture and fixtures                                   9,657        5 years
                        Leasehold improvements                             102,439        5 years
                                                                           801,487
                        Depreciation and amortization                      715,695
                                                                          $ 85,792
  
  Note 4   Note payable - bank
  
                Pursuant  to an  agreement  with  its  bank,  the  Company  has an
           available line of credit of $2,000,000. Borrowings under this agreement
           bear  interest  at the bank's  prime  rate and are due on demand.  This
           obligation  is   collateralized   by  a  first  security   interest  in
           substantially   all  assets  of  the   corporation  and  is  personally
           guaranteed by the officers of the corporation.
  
  Note 5   Subordinated note payable - officer
  
                Subordinated note payable officer bears interest at 12% per annum,
           is due on demand and is subordinated to bank borrowings  referred to in
           Note 4.
  
  Note 6   Concentration of risk
  
                Financial  instruments  which  potentially  subject the Company to
           concentrations of credit risk are primarily  accounts  receivable.  The
           Company  performs   on-going  credit   evaluations  of  its  customers'
           financial  condition  and  generally  requires no  collateral  from its
           customers.  The allowance for non-collection of accounts  receivable is
           based upon the expected collectibility of all accounts receivable.
  
                The Company relies on several key vendors to supply its inventory.
           Although  there are a limited  number of  manufacturers  in the  market
           capable of  supplying  these  goods,  the Company  believes  that other
           suppliers  could provide for the Company's  needs on comparable  terms.
           Abrupt  changes in the supply  flow  could,  however,  cause a delay in
           manufacturing  and a possible  inability to meet sales  commitments  on
           schedule,  or a possible  loss of sales,  which would affect  operating
           results adversely.
  
  Note 7   Commitments, contingencies and general comments
  
                The Company leases its plant from an officer of the corporation on
           a month-to-month  basis at an annual rental of approximately  $120,000.
           Rental  expense  charged to operations  for the year ended December 31,
           1997 aggregated $120,000.
  SUPPLEMENTARY INFORMATION
  
                                                       (Unaudited)
  
  Cost of sales:
    Inventories - beginning of year                                                                         $   593,100
    Purchases                                                                                                15,431,725
    Other costs                                                                                                  67,112
                                                                                                             16,091,937
  
    Inventories - end of year                                                                                   647,495
  
                                                                                                            $15,444,442
  
  Selling, general and administrative expenses:
    Salaries - officers                                                                                     $     109,660
    Salaries - other                                                                                              203,294
    Payroll taxes and other taxes                                                                                  39,395
    Insurance and employee benefits                                                                                45,305
    Rent                                                                                                          105,000
    Utilities                                                                                                      37,719
    Telephone and telex                                                                                            18,897
    Travel and entertainment                                                                                       35,772
    Professional fees                                                                                              12,800
    Depreciation                                                                                                   21,463
    Repairs and maintenance                                                                                         6,225
    Auto and truck                                                                                                 53,617
    Office expense and postage                                                                                     16,065
    Advertising                                                                                                    29,495
    Donations                                                                                                       2,225
    Commissions                                                                                                     2,750
    Bad debt expense                                                                                              111,598
  
                                                                                                              $   851,280
  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:
      Mandel Sherman,  President
  
  DATED: September 14, 1999