UNITED STATES
                                            SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D.C.  20549

                                                        FORM 10-QSB


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

(Mark One)
(X)      Quarterly report pursuant to section 13 or 15 (d) of the Securities 
         Exchange Act of 1934, for the quarterly period ended March 31, 1998. 

( )      Transition report pursuant to 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 of Incorporation)                          (I.R.S. Employer ID No.)

                       750 Shames Drive, Westbury, New York 11590
                        (Address of Principal Executive Offices)

                                                      (516) 997-8333
                                                (Issuer's Telephone Number)

                               N/A                          
         (Former name, former address and former fiscal year,
            if changed since last report)

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

                                                   Yes   X     No        

There were 3,077,836 shares of the registrant's common stock outstanding as of
March 31, 1998.

<PAGE>

                         ROSECAP INC,  AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                             (UNAUDITED)
                                                                             MARCH 31,       JUNE 30,
                                                                                1998           1997
                                                                           --------------- -------------
                                         ASSETS
                                      ------------

CURRENT ASSETS:
Cash                                                                           $2,167,734        $7,502
Accounts receivable                                                               127,167   
Other receivables                                                                 302,215   
Prepaid Expenses                                                                  354,371   
                                                                           --------------- -------------
Total Current Assets                                                            2,951,487         7,502
                                                                           --------------- -------------

PROPERTY PLANT AND EQUIPMENT:
Property and Equipment                                                            501,331   
Accumulated Depreciation                                                         (132,893)  
                                                                           --------------- -------------
Net Property Plant and Equipment                                                  368,438             0
                                                                           --------------- -------------
                                                                            
OTHER ASSETS:                                                               
Goodwill-net of accumulated amortization of $105,000                              374,696   
Organization costs-net of accumulated amortization of $420                            780
Deposits                                                                           62,208   
                                                                           --------------- -------------
Total Other Assets                                                                437,684             0
                                                                           --------------- -------------
                                                                            
TOTAL  ASSETS                                                                  $3,757,609        $7,502
                                                                           =============== =============
                                                                            
                 LIABILITIES AND STOCKHOLDERS'  EQUITY
             --------------------------------------------------------------
                                                                            
CURRENT LIABILITIES:                                                        
Loans payable                                                                     $62,783   
Due to customers                                                                  619,393   
Accounts payable and accrued expenses                                             266,428        $1,938
                                                                           --------------- -------------
Total Current Liabilities                                                         948,604         1,938
                                                                           --------------- -------------
                                                                            
STOCKHOLDERS' EQUITY:                                                       
Common stock $.001 par value                                                        3,078            88
Capital in excess of par                                                        2,907,218        42,241
Stock Subscription Receivable                                                    (100,000)            0
Accumulated earnings (deficit)                                                     (1,291)      (36,765)
                                                                           --------------- -------------
Total Stockholders' Equity                                                      2,809,005         5,564
                                                                           --------------- -------------
                                                                            
TOTAL  LIABILITIES AND STOCKHOLDERS' EQUITY                                    $3,757,609        $7,502
                                                                           =============== =============

</TABLE>

<PAGE>

                                             ROSECAP INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                        For the Nine Months     For the Three Months
                                                                                        Ended                   Ended
                                                                                        March 31,               March 31,

                                                                                          1998         1997         1998        1997
                                                                                       ------------------------- ------------------


Revenues                                                                                  $ 45,000     NONE         $ 45,000    NONE

Administrative Expenses                                                                      9,739     3,883        4,651      1,833
                                                                                       ------------------------- -------------------

Net Income (Loss)                                                                         $ 35,261   $ (3,883)    $40,349   $(1,833)
                                                                                       ========================= ===================

Net Income (Loss) Per Common Share-Basic                                                  $ 0.20     $ (0.02)     $ 0.22     $(0.01)
                                                                                       ========================= ===================

Net Income (Loss) Per Common Share-Diluted                                               $ 0.20      $(0.02)      $ 0.22     $(0.01)
                                                                                       ========================= ===================

Average Shares Outstanding - Basic                                                      180,000     180,000      180,000     180,000
                                                                                       ========================= ===================

Average Shares Outstanding - Diluted                                                   180,000      180,000      180,000     180,000
                                                                                       ========================= ===================


</TABLE>

<PAGE>

                                       ROSECAP INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (UNAUDITED)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                                 For The Nine
                                                                                                 Months Ended
                                                                                                   March 31,

                                                                                             1998            1997
                                                                                       ---------------------------------

             OPERATING ACTIVITIES
             Net income (loss)                                                                 $ 34,881        $ (4,270)
             Adjustments to reconcile net income (loss) to net
             cash provided (used) by operating activities net
             of assets and liabilities acquired in merger:
                          Increase (decrease) in accrued expenses                                54,835          (1,807)
                                                                                       ---------------------------------

             NET CASH  PROVIDED (USED) BY OPERATING ACTIVITIES                                   89,716          (6,077)
                                                                                       ---------------------------------

             FINANCING ACTIVITIES:
                          Issuance of common stock                                            2,016,632               -
                                                                                       ---------------------------------

             NET INCREASE (DECREASE) IN CASH                                                  2,106,348          (6,077)
             Cash from merged subsidiary                                                         53,884

             BEGINNING CASH BALANCE                                                                7502           10683
                                                                                       ---------------------------------

             ENDING CASH BALANCE                                                            $ 2,167,734         $ 4,606
                                                                                       =================================
</TABLE>

<PAGE>



                                                       ROSECAP 10Q 3/31/98


Note 1 - General

The accompanying  financial  information  should be read in conjunction with the
audited  financial  statements  including  the notes there to, as of and for the
year ended June 30, 1997.

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 - Merger

On March 31, 1998  Rosecap,  Inc.  (the  "Company")  entered  into a Merger (the
"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 of the Company 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 provides a broad range of processing,  refining and financial  services
in connection with the  reclamation of precious and specialty  metals from scrap
materials.  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.

For each  service in the  process,  the  Company  receives  an agreed  upon fee.
Westbury  also conducts  precious  metals  transactions  that rely on Westbury's
commercial credit and convenience capabilities.
        
Gold and silver  comprise the major portion of the value of Westbury's  precious
metal inventory which may be held under certain consignment agreements (see note
4). The prices of gold and silver are subject to  fluctuations  and are expected
to  continue  to be  affected by world  market  conditions.  Westbury  maintains
inventories of precious  metals in various  stages of processing.  Westbury also
maintains  inventories at independent outside  refineries.  Such inventories are
carried on its books at current market value.

The  shareholders  of  Westbury  received  1,850,000  shares of common  stock of
Rosecap, Inc. in conjunction with the merger.


Note 3 - Private Placement

The Company entered into an agreement to offer up to 2,175,000  shares of common
stock to investors at an offering price of $3.00 per share. As of March 31, 1998
the Company sold 1,005,836 shares of common stock and received proceeds,  net of
offering costs, of $2,016,632.

Prior to the Offering,  certain investors  provided Bridge Financing to Westbury
in the amount of $700,000  and  received  promissory  notes (the  "Notes").  The
investors in the Bridge  Financing  also received as  additional  consideration,
700,000 Class A Redeemable Warrants (the "Bridgeholders' Warrants") which permit
the  Bridgeholders to purchase,  700,000 shares of the Company's Common Stock at
an  exercise  price of $2.25 per share for a period of two years  commencing  on
March 31,  1998.  On March 31,  1998,  the Notes  automatically  converted  into
233,333 Shares of the Company's  Common Stock as part of the 1,005,836 Shares of
Common Stock sold.



<PAGE>


Note 4 - Inventories

Inventories  are  stated at the  lower of cost  (first-in,  first out  basis) or
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.  At March 31, 1998 the company held $2,382,220 of Gold and Silver 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.



Note 5 - 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 shares
such as stock options and warrants. Potential common shares are not included for
the nine and three month periods ended March 31, 1997, included in the statement
of operations  because they would be anti-dilutive and for the nine months ended
March  31,  1998 and 1997  pro-forma  amounts  in Note 6 because  they  would be
anti-dilutive.
         
Prior to the Merger and Private Placement the Company completed a 1.057142 for 1
stock  dividend  increasing  the  outstanding  shares of the Company from 87,500
shares to 180,000 shares. The dividend is reflected in all periods presented.

<PAGE>

Note 6 - Pro-forma Results of Operations
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                               ROSECAP INC, AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (UNAUDITED)
                                                                             For The Three                   For The Nine
                                                                              Months Ended                   Months Ended
                                                                                March 31,                      March 31,
                                                                          1998           1997             1998           1997
                                                                     ------------------------------- ------------------------------



Net Sales                                                               $   845,748     $   474,340      $1,681,246     $1,084,740
                                                                                                                     
Gain on revaluation of precious metals to market                             20,979          25,819          20,979         44,465
                                                                                                                     
Cost of goods sold, exclusive of depreciation                             (247,415)       (173,244)       (596,725)      (428,187)
                                                                     ------------------------------- ------------------------------
                                                                                                                     
Gross profit including fluctuation in value of precious metal               590,892         326,915       1,031,807        701,018
                                                                     ------------------------------- ------------------------------
                                                                                                                     
Selling general and administrative expenses                                 517,573         230,387       1,014,294        623,216
Depreciation                                                                 36,026          26,087         107,399         93,814
Interest                                                                     32,506          24,627          88,292         55,540
                                                                     ------------------------------- ------------------------------
Total Operating Expenses                                                    557,685         281,101       1,136,292        772,570
                                                                     ------------------------------- ------------------------------
                                                                                                                     
Income (loss) from operations                                                33,207          45,814       (104,485)       (71,552)
                                                                                                                     
Other income (expenses) net                                                  46,628                          57,854  
                                                                                                  -                              -
                                                                     ------------------------------- ------------------------------
                                                                                                      
Income before income taxes                                                   79,835          45,814        (46,631)       (71,552)
Provision for income taxes                                                 (19,657)                        (19,657)
                                                                     ------------------------------- ------------------------------
                                                                                                      
Net Income (Loss)                                                       $    60,178    $     45,814    $   (66,288)  $    (71,552)
                                                                     =============================== ==============================

Net Income (Loss) Per Share - Basic                                               $               $               $              $
                                                                               0.02            0.01          (0.02)         (0.02)
                                                                     ------------------------------- ------------------------------

Net Income (Loss) Per Share - Diluted                                             $               $               $              $
                                                                               0.02            0.01          (0.02)         (0.02)
                                                                     ------------------------------- ------------------------------

Average Shares Outstanding - Basic                                        3,077,836       3,077,836       3,077,836      3,077,836
                                                                     =============================== ==============================

Average Shares Outstanding - Diluted                                      3,077,836       3,077,836       3,077,836      3,077,836
                                                                     =============================== ==============================



On March 30, 1998 Westbury acquired assets of a silver fabricating  business for
$150,000.  The above  pro-forma  results do not include the  operations  of this
business for March 31, 1998.
</TABLE>

<PAGE>
    

                                    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. 

                        ROSECAP, INC. 

                        By: 
                            David Nadler
                            Chief Financial Officer

Date:  May 15, 1998