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) February 10, 2000.
  
                   WESTBURY METALS GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
  
                           New York
  
  
       (State or Other Jurisdiction of Incorporation)
  
      33-42408-NY                            11-3023099
  (Commission File Number)               (I.R.S. Employer Identification No.)
  
  
  750 Shames Drive, Westbury, New York 11590
  (Address of principal executive offices)(Zip Code)
  
  (516) 997-8333
  (Registrant's telephone number, including area code)
  
  
  
  
  
  <PAGE>
  
  
  
  ITEM 5. Other Events
  
           On  February  10, 2000 the Company  completed  a private  placement  of
  securities through KSH Investment Group, Inc. ("KSH"). The Company offered units
  with each unit consisting of one share of common stock and one-half  warrant for
  a purchase  price of $3.00 per unit.  The warrants are  exercisable at $4.00 per
  share during a three year period from the closing of the  offering.  Pursuant to
  the offering the Company raised $5,626,484 and issued 1,875,494 shares of common
  stock and 937,747 warrants. KSH as the placement agent received cash commissions
  of 3 3/4% of the dollars raised plus a 3/4% non- accountable  expense allowance.
  In addition, KSH received 332,071 warrants.
  
           The net proceeds of the offering  after all expenses was $5,137,699 and
  are to be  used to  finance  acquisitions,  facilitate  bank  financing  and for
  general  corporate  purposes.  The  offering  was made  pursuant  to Rule 506 of
  Regulation D to accredited investors only.
  
  
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (c)  Exhibits
  
                    (1)      Confidential Private Placement Memorandum.
                    (2)      Form of Warrant
  
  
  
  
  
  <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:    March 3, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 2512}]
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": "560910"}, "business-address": {"street1": "750 SHAMES DRIVE", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5166986914"}, "mail-address": {"street1": "750 SHAMES DRIVE", "city": "WESTBURY", "state": "NY", "zip": "11590"}, "former-company": {"former-conformed-name": "ROSECAP INC/NY", "date-changed": "19930328"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   Current Report
                           Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934.
  
  Date of Report (Date of earliest event reported) February 10, 2000.
  
                   WESTBURY METALS GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
                           New York
  
       (State or Other Jurisdiction of Incorporation)
  
      33-42408-NY                            11-3023099
  (Commission File Number)               (I.R.S. Employer Identification No.)
  
  750 Shames Drive, Westbury, New York 11590
  (Address of principal executive offices)(Zip Code)
  
  (516) 997-8333
  (Registrant's telephone number, including area code)
  ITEM 5. Other Events
  
           On  February  10, 2000 the Company  completed  a private  placement  of
  securities through KSH Investment Group, Inc. ("KSH"). The Company offered units
  with each unit consisting of one share of common stock and one-half  warrant for
  a purchase  price of $3.00 per unit.  The warrants are  exercisable at $4.00 per
  share during a three year period from the closing of the  offering.  Pursuant to
  the offering the Company raised $5,626,484 and issued 1,875,494 shares of common
  stock and 937,747 warrants. KSH as the placement agent received cash commissions
  of 3 3/4% of the dollars raised plus a 3/4% non- accountable  expense allowance.
  In addition, KSH received 332,071 warrants.
  
           The net proceeds of the offering  after all expenses was $5,137,699 and
  are to be  used to  finance  acquisitions,  facilitate  bank  financing  and for
  general  corporate  purposes.  The  offering  was made  pursuant  to Rule 506 of
  Regulation D to accredited investors only.
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (c)  Exhibits
  
                    (1)      Confidential Private Placement Memorandum.
                    (2)      Form of Warrant
  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:    March 3, 2000