U.S. SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D. C.  20549

                                                    FORM 10-QSB/A

                           QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended                            Commission file
September 30, 1998                               Number 33-42408-NY

                                            WESTBURY METALS GROUP, INC.
                      (Exact name of registrant as specified in its charter)

New York                                           11-3023099
(State or other jurisdiction of               (IRS Employer Identification
incorporation)                                       Number)

                                    750 Shames Drive,  Westbury,  New York 11590
                                     (Address of principal executive offices)

                         Registrant's telephone number, including area code:
                                                  (516) 997-8333
                              -------------------------------------------
                        (Former name or address if changed since last report)

         Indicate  by check  mark  whether  the  Registrant  (1) has  filed  all
documents  and  reports  required  to be  filed  by  Section  13 or 15(d) of the
Securities  Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the  Registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

Yes             X          No                   

                                      APPLICABLE ONLY TO ISSUERS INVOLVED IN
                                         BANKRUPTCY PROCEEDINGS DURING THE
                                               PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13,  or  15(d) of the  Exchange  Act  after  the
distribution  of securities  under a plan  confirmed by a court.  Yes _______ No
-------

APPLICABLE ONLY TO CORPORATE ISSUERS
As at September 30, 1998,  3,197,312 shares of the issuer's Common Stock,  $.001
par value, were outstanding.

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                                  WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
                                              CONSOLIDATED BALANCE SHEETS

                                                                                     (UNAUDITED)
                                                                                    SEPTEMBER 30,             JUNE 30,
                                                                                       1998                   1998
                                                   ASSETS

CURRENT ASSETS:
   Cash                                                                             $   170,454           $ 877,520
   Accounts receivable                                                                1,429,971             788,749
   Inventory                                                                                                835,565
                                                                                        306,396
   Prepaid expenses and other current assets                                          1,238,162             348,795
                                                                           ---------------------     ---------------
Total Current Assets                                                                  3,144,983           2,850,629
                                                                           ---------------------     ---------------

PROPERTY, PLANT AND EQUIPMENT:
   Property, plant and equipment                                                      1,164,113             599,843
   Less: accumulated depreciation and amortization                                     (194,003)           (162,695)
                                                                           ---------------------     ---------------
Property, Plant and Equipment - net                                                     970,110             437,148
                                                                           ---------------------     ---------------
OTHER ASSETS:
   Goodwill - net of accumulated amortization                                           228,220             230,720
   Deposits                                                                              81,888             113,177
                                                                           ---------------------     ---------------
Total other assets                                                                      310,108             343,897
                                                                           ---------------------     ---------------
TOTAL ASSETS                                                                       $  4,425,201          $3,631,674
                                                                           =====================     ===============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Due to customers                                                                 $   566,792           $ 455,553
   Accounts payable and accrued expenses                                                860,393             528,246
   Current portion of mortgage payable                                                   11,092
                                                                           ---------------------     ---------------
Total Current Liabilities                                                             1,438,277             983,799

Mortgage payable, non-current portion                                                                 
                                                                                        313,908
                                                                           ---------------------     ---------------
TOTAL LIABILITIES                                                                     1,752,185             983,799
                                                                           ---------------------     ---------------

STOCKHOLDERS' EQUITY:
   Common stock $.001 par value; Authorized 50,000,000                      
   shares; issued and outstanding 3,197,312 shares                                                    
                                                                                          3,197               3,197
   Capital in excess of par value                                                     3,171,879           3,171,879
   Accumulated deficit                                                                 (502,060)           (527,201)
                                                                           ---------------------     ---------------
Total Stockholders' Equity                                                            2,673,016           2,647,875
                                                                           ---------------------     ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $  4,425,201          $3,631,674
                                                                           =====================     ===============


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                               WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF OPERATIONS


                                                                                                FOR THE THREE MONTHS ENDED
                                                                                                     SEPTEMBER 30,
                                                                                                        (UNAUDITED)
                                                                                              1998               1997
                                                                                              ----               ----
Revenues:
   Sales                                                                                    $  4,906,229     $ 2,219,913
   Refining                                                                                      420,240         328,470
   Other                                                                                           6,193
   Interest                                                                                        4,180             661
                                                                                      ----------------------   ------------------
        Total revenues                                                                          5,336,842      2,549,044
                                                                                      ----------------------   ------------------
Costs and expenses:
   Cost of sales                                                                                 4,459,215    2,118,358
   Cost of refining                                                                                 141,971    186,427
   Selling, general and administrative                                                              634,482    245,373
   Depreciation and amortization                                                                     33,808    23,974
   Interest                                                                                          36,208    8,748
                                                                                     -------------------------------------------
      Total costs and expenses                                                                                  
                                                                                                  5,305,684    2,582,880
                                                                                      -------------------------------------------

Income before income taxes                                                                           31,158    (33,836)
Provision for income taxes                                                                            6,017     12,349
                                                                                      -------------------------------------------

Net income (loss)                                                                                 $   25,141    (46,185)
                                                                                      ===========================================

Net income (loss) per share - basic                                                             $      0.01     $ (0.02)
Net income (loss) per share - diluted                                                           $      0.01     $ (0.02)

Average shares outstanding - basic                                                                3,197,312    1,850,000
Average shares outstanding - diluted                                                              3,522,312    1,850,000

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                     WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
               CONSOLIDATED  STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
                               AND FOR THE YEAR ENDED JUNE 30, 1998

                                              COMMON STOCK                CAPITAL IN                                  TOTAL
                                                                           EXCESS OF          ACCUMULATED         STOCKHOLDERS'
                                         SHARES           AMOUNT           PAR VALUE            DEFICIT              EQUITY


BALANCE, JULY 1, 1997                    1,850,000     $    1,850       $    98,150       $     (102,760)       $  (2,760)

COMMON STOCK ISSUED
   UPON MERGER WITH
   ROSECAP, INC.
   MARCH 31, 1998                          180,000            180            40,857                                  41,037

COMMON STOCK ISSUED
   IN PRIVATE PLACEMENT
   MARCH 31, 1998                          814,503             815         2,015,224                                 2,016,039

COMMON STOCK ISSUED
   UPON CONVERSION OF
   BRIDGEHOLDER LOANS
   MARCH 31, 1998                          233,333             233           699,767                                   700,000

COMMON STOCK ISSUED
   IN PRIVATE PLACEMENT
   MAY 8, 1998                             119,476             119           317,881                                   318,000

NET LOSS FOR THE YEAR
   ENDED JUNE 30, 1998                                                                                (424,441)        (424,441)
                                     ----------------------------------------------------------------------------------------------

BALANCE JUNE 30, 1998                    3,197,312             3,197         3,171,879              (527,201)          2,647,875

NET INCOME FOR THE
   THREE MONTHS ENDED
   SEPTEMBER 30, 1998                                                                                  25,141             25,141
                                     ----------------------------------------------------------------------------------------------
BALANCE
 SEPTEMBER 30, 1998
   (UNAUDITED)                             3,197,312        $    3,197      $  3,171,879        $     (502,060)       $ 2,673,016
                                     ==============================================================================================

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                      WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                              FOR THE THREE MONTHS ENDED
                                                                                                      SEPTEMBER 30,
                                                                                                       (UNAUDITED)
Operating activities:                                                                         1998                    1997
                                                                                              ----                    ----
     Net Income (loss)                                                                      $  25,141                $ (46,185)

     Adjustments to  reconcile  net income  (loss) to net cash used in operating
              activities net of assets and liabilities acquired in merger:
              Depreciation and amortization                                                    33,808                 23,974

     Changes in assets and liabilities:
              Accounts receivable                                                       (641,223)
              Inventories                                                               529,169                (140,391)
              Prepaid expenses                                                          (889,366)              60,146
              Deposits                                                                  31,289                 (12,200)
              Due to customers                                                          111,239                (207,197)
              Accounts payable and accrued expenses                                     332,147
                                                                                        ------------------     -------------------

Net cash from (used in) operating activities                                            (467,796)

Investing activities
              Property, plant and equipment                                             (239,270)              (8,813)
                                                                                        ------------------     -------------------

Net increase  (decrease) in  cash                                                       (707,066)              217,501

Beginning Cash Balance                                                                  877,520                73,136
                                                                                        ------------------     -------------------

Ending Cash Balance                                                                   $ 170,454              $ 290,637
                                                                                        ==================     ===================

Supplemental cash flow information:
              Cash paid for interest                                                   $  36,208              $  8,748
              Property financed by long-term debt                                      $ 325,000

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NOTE 1- GENERAL

The accompanying  amended  financial  information  should be read in conjunction
with the amended audited financial statements including the notes thereto, as of
and for the year ended June 30,  1998.  The June 30, 1998  statements  have been
amended as of February 15, 1999 to show the accounting  treatment for the merger
of Westbury Alloys,  Inc. and Rosecap,  Inc. as Westbury Alloys,  Inc. being the
acquirer rather than Rosecap, Inc..

The information furnished in this report reflects all adjustments (consisting of
only  normal  recurring  accruals)  which are,  in the  opinion  of  management,
necessary for a fair statement of the results for the interim periods.


NOTE 2- ORGANIZATION

On June 18, 1998,  the Company name was changed from  Rosecap,  Inc. to Westbury
Metals Group, Inc. ("WMG").  On March 31, 1998 the Company entered into a merger
between Westbury  Acquisition  Corp.  ("WAC"),  a wholly owned subsidiary of the
Company, and Westbury Alloys,  Inc.,  ("Westbury") a Delaware  Corporation,  the
surviving  entity.  The merger is a reverse  merger  whereby the  principals  of
Westbury became the principals and the largest  shareholders of the Company. The
Company  commenced  operating the business of Westbury after the consummation of
the merger.  Prior to the merger,  the Company,  which was incorporated in 1990,
had not conducted any operations and reported as a development stage enterprise.

Westbury reclaims  principally gold,  silver,  platinum and palladium from scrap
and  residues  from  the  electronics,  jewelry,  petroleum,  dental,  chemical,
automotive,   mining  and  aerospace  industries.   After  controlled  weighing,
sampling,  and  assaying to  determine  values and to settle with the  customer,
Westbury  either  purchases the precious metal or returns metal to the customer.
Through its Peruvian subsidiary Alloy Trading S.A.  ("Alloy"),  Westbury imports
metals for its own use as well as for direct sale to third parties.

Alloy, a 98% owned subsidiary of Westbury, was incorporated in Peru in 1996. The
remaining 2% of the capital  stock of Alloy are owned by the two local  managers
of Alloy.  The long range purpose of Alloy is to develop  trading  opportunities
between  Peruvian  companies  and their  counterparts  worldwide  and to explore
opportunities  in metal related  activities  including gold and silver  bullion,
transactions with the mining industry, jewelry manufacturers,  and other similar
activities.


NOTE 3 - INVENTORIES

Inventories are stated at current market value.  Consistent with other companies
that  refine  and  produce  precious  metal  fabricated  products;  some  of the
Company's gold and silver  requirements are furnished by customers and suppliers
on a consignment basis.

Title to the consigned gold and silver remains with the Consignor.  The value of
consigned  gold and silver held by the Company is not included in the  Company's
Balance  Sheet.  On September  30, 1998 the Company held  $2,465,795 of precious
metals under a consignment  agreement with Republic National Bank. The Company's
gold  and  silver   requirements  are  provided  from  a  combination  of  owned
inventories,  precious  metals  which  have been  purchased  and sold for future
delivery,  and gold and  silver  received  from  suppliers  and  customers  on a
consignment basis.

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NOTE 4 - NET INCOME (LOSS) PER COMMON SHARE


Basic net income  (loss)  per  common  share is  calculated  using the  weighted
average number of common shares  outstanding  during the period.  Diluted income
(loss) per share is calculated by including all dilutive  potential common share
such as stock options and warrants. A reconciliation  between the numerators and
denominators of the basic and diluted net income per common share is as follows:


                                                                       Three Months Ended
                                                                              September 30,
                                                                          1998             1997

Net income (loss) (numerator for basic and diluted net income
   (loss) per common share)                                            $  25,141        $ (46,185)
                                                                       ---------        ----------

Weighted average common shares
   (denominator for basic net income (loss) per common share)          3,197,312        1,850,000

Effect of dilutive securities:
   Employee stock options                                                 325,000               0   
                                                                       ----------       ------------

Weighted average common and potential common shares
   outstanding (denominator for diluted income (loss) per
   common share)                                                       3,522,312        1,850,000
                                                                       ---------        ---------

Net income (loss) per common share-Basic                               $     .01     $      (.02)
                                                                       -------------    ------------

Net income (loss) per common share-Diluted                             $      .01     $      (.02)
                                                                       -------------     ------------


     Potential  common shares are not included for the quarter  ended  September
     30, 1997 because they would be anti-dilutive.
<PAGE>

ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of Operations

Westbury  Metals Group,  through its  subsidiaries  engages in four  significant
areas of the precious metals  business as follows:  -trading and risk management
services  including  metals leasing,  financing  arrangements,  cash and forward
purchases and sales for internal metals management  requirements  -manufacturing
and sale of  precious  and base metal  products  for use by  industry  -refining
services  to  generators  and   manufacturers   of  precious  metals   -catalyst
procurement  and  collection  for the  purpose of  processing  and  recovery  of
platinum group metals.

On September  29, 1998 the Company  acquired a property  adjoining  its refining
facility to house the catalyst procurement and processing operation.

Revenues

Revenues  were  $5,336,842  for the first  quarter of fiscal  1999  compared  to
$2,549,044 for the first quarter of fiscal 1998. Net income for the same periods
was $25,141 and $ (46,185) respectively.  This increase is primarily a result of
expanded operations outside of the refining services offered in the past.

Year 2000

Management  believes that there is no impact to the Company as it relates to the
Year 2000.

Liquidity, Capital Resources and Other Financial Data

The  Company  has been  relying on a gold  consignment  program  and  internally
generated  funds to  finance  its  metal  purchases,  inventories  and  accounts
receivable.  Inventories  are  stated at market  value.  Consistent  with  other
companies that refine and produce precious metal fabricated products,  customers
and  suppliers on a consignment  basis  furnish some of the  Company's  gold and
silver  requirements.  Title to the consigned  gold and silver  remains with the
Consignor.  The value of  consigned  gold and silver  held by the Company is not
included in the Company's  inventory and there is no related liability recorded.
At September  30, 1998 the Company  held  $2,465,795  of precious  metal under a
consignment  agreement  with  Republic  National  Bank for which the  Company is
charged a  consignment  fee based on current  rates.  There can be no assurances
that  fluctuations in the precious metals markets and credit would not result in
an  interruption  of  the  Company's  gold  supply  or the  credit  arrangements
necessary to allow the Company to support its accounts  receivable  and continue
the use of consigned gold.

Management  believes  that  operations  are  continuing to improve in the second
quarter of fiscal 1999 through  manufacturing  cost  controls at West Tech,  and
greater efficiencies in its catalyst operations. There can be no assurances that
management will continue to be successful in its efforts.
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                                     SIGNATURE


         In accordance with the requirements of the exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                WESTBURY METALS GROUP, INC.

                                By:______________________________
                                        David Nadler
                                        Chief Financial Officer




Date:    February 22, 1998