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>
  
  
  
                                                   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: July 28, 1999
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "ROSECAP INC/NY", "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": "99671394"}, "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"}}
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.
  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: July 28, 1999