<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X]           QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1996

[ ]           TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from            to

                       Commission file number 33-42408-NY

                                  ROSECAP, INC.
        (Exact name of small business issuer as specified in its charter)


          New York                                             11-3023099
(State or other jurisdiction                                (IRS Employer
of incorporation or organization)                           Identification No.)

                               236 Birchwood Road
                                Medford, NY 11763
                    (Address of principal executive offices)

                                 (516) 698-6914
                           (Issuer's telephone number)

                                    No change
                     (Former name, former address and former
                   fiscal year, if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 62,500 shares of Common
Stock, par value $.001 per share, outstanding as of January 26, 1997.
<PAGE>   2
                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                                  ROSECAP, INC.

                     For the Quarter ended December 31, 1996

         The following financial statements and schedules of the registrant and
         its consolidated subsidiaries are submitted herewith:


                          PART I- FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                                                                        Page of
                                                                                        Form 10-QSB
                                                                                        -----------
<S>                                                                                     <C>
Item 1.  Financial Statements:

         Balance Sheets -- December 31, 1996 and June 30, 1996                          3
         Statement of Stockholders' Equity -- Inception to December 31, 1996            4
         Statement of Operations for the six months ended December 31, 1996
                  and 1995 and from inception to December 31, 1996                      5
         Statement of  Operations for the three months ended December 31,
                  1996 and 1995                                                         6
         Statement of Cash Flows for the six months ended December 31,
                  1996 and 1995 and from inception to December 31, 1996                 7
         Notes to Financial Statements                                                  8

Item 2.  Management's Discussion and Analysis or Plan of Operation                      9
</TABLE>

--------------------------------------------------------------------------------

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                        2
<PAGE>   3
                                 ROSECAP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET

<TABLE>
<CAPTION>

                                                  December 31,   June 30,
                                                      1996         1996
                                                   (Unaudited)

<S>                                                 <C>          <C>
                         ASSETS
CURRENT ASSETS
  Cash                                              $  7,278     $ 10,683
                                                    --------    ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accrued expenses                                  $  1,768    $   2,736
                                                    --------    ---------
    TOTAL LIABILITIES                                  1,768        2,736
                                                    --------    ---------

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value
  50,000,000 shares authorized
  62,500 shares issued and outstanding                    63           63
  Capital in excess of par value                      37,266       37,266
  Deficit accumulated during development stage       (31,819)     (29,382)
                                                    --------     --------
    TOTAL STOCKHOLDERS' EQUITY                         5,510        7,947
                                                    --------     --------
    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                          $  7,278     $ 10,683
                                                    ========     ========
</TABLE>
<PAGE>   4
                                 ROSECAP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                            Deficit
                                                                                          Accumulated
                                                                         Capital in          During         Total
                                                     Common Stock         Excess of        Development   Stockholders'
                                                  Shares      Amount      Par Value          Stage          Equity

<S>                                             <C>         <C>         <C>               <C>            <C>

Balance, August 24, 1990 (inception)                   0       $ 0        $       0         $      0       $       0

Issuance of shares to Officer and Directors
  of the Company for cash August 24, 1990         12,500        13            2,487                            2,500

Net loss from inception to June 30, 1991                                                        (976)           (976)

Proceeds of initial public offering               50,000        50           49,950                           50,000

Offering costs                                                              (14,394)                         (14,394)

Net loss for the year ended June 30, 1992                                                     (3,991)         (3,991)

Offering costs                                                                 (777)                            (777)

Net loss for the year ended June 30, 1993                                                     (5,854)         (5,854)  
                                                  ------        --          -------          -------         -------   
Balance, June 30, 1993                            62,500        63           37,266          (10,821)         26,508

Net loss for the year ended June 30, 1994                                                     (5,662)         (5,662)
                                                  ------        --           ------          -------         -------
Balance, June 30, 1994                            62,500        63           37,266          (16,483)         20,846

Net loss for the year ended June 30, 1995                                                     (6,491)         (6,491)
                                                  ------        --           ------          -------         ------- 
Balance, June 30, 1995                            62,500        63           37,266          (22,974)         14,355

Net loss for the year ended June 30, 1996                                                     (6,408)         (6,408)
                                                  ------        --           ------          -------         -------
Balance, June 30, 1996                            62,500        63           37,266          (29,382)          7,947

Net loss for the six months ended 
   December 31, 1996                                                                          (2,437)         (2,437)
                                                  ------        --           ------          -------         -------
Balance, December 31, 1996 (unaudited)            62,500       $63          $37,266         $(31,819)        $ 5,510
                                                  ======        ==           ======          =======          ======
</TABLE>
<PAGE>   5
                                 ROSECAP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                        For The Six             From Inception
                                       Months Ended             August 24, 1990
                                       December 31,                   To
                                     1996        1995          December 31, 1996
<S>                              <C>           <C>                 <C>
REVENUE                              NONE         NONE                 NONE

EXPENSES
   Professional                   $ 1,452      $ 2,346              $22,538
   Miscellaneous                        9           15                  224
   Office                               0            0                2,400
   Filing fees                        589          201                3,712
                                  -------      -------             --------

        TOTAL                       2,050        2,562               28,874
                                  -------      -------             --------

LOSS BEFORE INCOME TAXES           (2,050)      (2,562)             (28,874)

INCOME TAXES                          387          421                2,945
                                  -------      -------             --------
NET LOSS                          $(2,437)    ($ 2,983)            $(31,819)
                                  -------      -------             --------
LOSS PER SHARE:
   Net loss per share             $  (.04)     $  (.05)            $   (.65)
                                  -------      -------             --------

WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES
 OUTSTANDING                       62,500       62,500               48,916
                                  =======      =======             ========
</TABLE>





   
               
<PAGE>   6
                                 ROSECAP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                For The Three
                                                Months Ended
                                                December 31,
                                             1996          1995
<S>                                       <C>           <C>
REVENUE                                      NONE          NONE

EXPENSES
    Professional                           $   475       $   659
    Miscellaneous                                0            15
    Office                                       0             0
    Filing fees                                439           100
                                           -------       -------

    TOTAL                                      914           774
                                           -------       -------

LOSS BEFORE INCOME TAXES                      (914)         (774)

INCOME TAXES                                     0             0
                                           -------       -------

NET LOSS                                   $  (914)      $  (774)
                                           -------       -------

LOSS PER SHARE:
    Net loss per share                     $  (.01)      $  (.01)
                                           -------       -------

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                62,500        62,500
                                           =======       =======
</TABLE>
<PAGE>   7
                                 ROSECAP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                
                                                     For The Six             From Inception
                                                     Months Ended            August 24, 1990
                                                     December 31,                   To
                                                  1996           1995       December 31, 1996
<S>                                             <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                      $(2,437)        $(2,983)        $(31,819)
  Increase (decrease) in accrued expenses          (968)         (1,016)           1,768
                                                -------         -------         --------
NET CASH USED BY OPERATING ACTIVITIES            (3,405)         (3,999)         (30,051)
                                                -------         -------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                            0               0               63
  Paid in capital                                     0               0           52,437
  Offering costs                                      0               0          (15,171)
                                                -------         -------         --------
NET CASH PROVIDED BY FINANCING ACTIVITIES             0               0           37,329
                                                -------         -------         --------
NET INCREASE (DECREASE) IN CASH                  (3,405)         (3,999)           7,278

BEGINNING CASH BALANCE                           10,683          16,476                0
                                                -------         -------         --------
ENDING CASH BALANCE                             $ 7,278         $12,477         $  7,278
                                                =======         =======         ========

</TABLE>

<PAGE>   8
                                 ROSECAP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
                                  (UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION BUSINESS ACTIVITY AND DIVIDEND POLICY

     The Company was incorporated under the laws of the State of New York on
August 24, 1990. The Company is in the development stage and has not commenced
planned principal operations. The Company is seeking the acquisition of, or
merger with an existing company. The fiscal year of the Company is June 30.
The Company has, at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements of
the Company and other relevant factors.

     The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
and disclosures. Actual results could differ from those estimates and
assumptions.

GENERAL AND RELATED PARTY TRANSACTIONS

     The Company is seeking the acquisition of, or merger with an existing
company. Mr. Charles Rose is primarily responsible for evaluating acquisitions
and investigating prospects for the Company. The Company entered into an oral
arrangement with Charles Rose, President of the Company, providing for the use
of a portion of his business office as a temporary office until such time as the
Company needs additional facilities. The Company does not pay rent for the use
of such facilities. The office is located at 236 Birchwood Road, Medford, NY
11763.

     The financial data for the three and six months ended December 31, 1996 and
1995 and for the period August 24, 1990 (commencement of development stage)
through December 31, 1996 is unaudited, but includes all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results of operations for such periods.

SUPPLEMENTAL CASH FLOW INFORMATION

The following were paid during the six months ended December 31, 1996:

Income taxes                                $404
Interest                                     -0-

INCOME TAXES

As of December 31 1996, the Company had a $29,382 net operating loss
carryforward available to offset future taxable income through 2005.
<PAGE>   9
                                     ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION


         The Company was formed August 24, 1990, for the purpose of investing in
any and all types of assets, properties and businesses. In connection with its
initial capitalization, the Company issued 12,500 shares of its Common Stock to
its officers and directors for the aggregate sum of $2,500.

         On November 12, 1991, the United States Securities and Exchange
Commission granted effectiveness to a Registration Statement on Form S-18, filed
by the Company in the New York Regional Office. The Registration Statement
related to an offering of 50,000 Units of Common Stock at $1.00 per Unit. Each
Unit consisted of one share of Common Stock, one Class "A" Common Stock Purchase
Warrant, and one Class "B" Common Stock Purchase Warrant. The offering was
intended as a "blank check" offering. The Class "A" Warrants expired in January
1995 without being exercised. The Class "B" Warrants expired in June 1995
without being exercised. The offering was closed on May 20, 1992. The Company is
seeking the acquisition of, or merger with, an existing company.

         Plan of Operation. The Company has not yet realized any revenues from
operations, and its plan of operation for the next twelve months shall be to
continue its efforts to locate suitable acquisition candidates. It can continue
to satisfy its cash requirements for at least the next 12 months and does not
expect to have to raise additional funds in the next twelve months.

         Liquidity and Capital Resources. As of December 31, 1996, the Company
had assets of $7,278 and liabilities of $1,768. This compares to assets of
$10,683 and liabilities of $2,736 for the year ended June 30, 1996. The
Company's assets consist of cash as a result of the offering. The Company will
likely continue to have limited assets until such time as an acquisition or
merger is effected.

         Results of Operations. The Company has not commenced any active
operations as of the date hereof except for the registration and sale of its
securities and the commencement of efforts to locate suitable acquisition
transactions. No revenue has been generated by the Company since its inception.
It is unlikely that the Company will have any revenues unless it is able to
obtain additional capital or effect an acquisition of or merger with an
operating company, of which there can be no assurance. For the six months ended
December 31, 1996, the Company had no revenue and expenses of $2,050, as
compared with no revenue and expenses of $2,562 for the six months ended
December 31, 1995.

                                        9
<PAGE>   10
                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings. To the best knowledge of the officers and directors,
         neither the Company nor any of its officers and directors are party to
         any legal proceeding or litigation. The officers and directors know of
         no such litigation being threatened or contemplated.

Item 2.  Changes in Securities.  None.

Item 3.  Defaults Upon Senior Securities.  None.

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information.  None.

Item 6.  (A) Exhibits

         Exhibit No.       Description

         27.1              Financial Data Schedule

         (B)  Reports on Form 8-K.  None.

                                       10
<PAGE>   11
                                   SIGNATURES


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


Date:  February 1, 1997                   ROSECAP, INC.



                                          By: /s/ Charles Rose
                                              ------------------------------
                                              Charles Rose, President and
                                              Chief Financial Officer

                                       11
<PAGE>   12
                                  EXHIBIT INDEX


27.1     Financial Data Schedule