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, 1997

[ ]           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:  87,500 shares of Common
Stock, par value $.001 per share, outstanding as of February 5, 1998.


<PAGE>

                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                                  ROSECAP, INC.

                     For the Quarter ended December 31, 1997

         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, 1997 and June 30, 1997                         3
         Statement of Stockholders' Equity -- Inception to December 31, 1997            4
         Statement of  Operations for the six months ended December  31,
                  1997 and 1996 and from inception to December 31, 1997                 5
         Statement of Operations for the three months ended December 31,
                  1997 and 1996                                                         6
         Statement of Cash Flows for the six months ended December 31,
                  1997 and 1996 and from inception to December 31, 1997                 7
         Notes to Financial Statements                                                  8,9

Item 2.  Management's Discussion and Analysis or Plan of Operation                      10
</TABLE>

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

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                        2

<PAGE>

                                                   ROSECAP, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                                   BALANCE SHEET

<TABLE>
<CAPTION>

                                                                     December 31            June 30,
                                                                         1997                 1997
                                                                     (Unaudited)
                                                      ASSETS
<S>                                                                   <C>                   <C>
CURRENT ASSETS
     Cash                                                             $    1,026            $   7,502
                                                                      ==========            =========


                                       LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accrued expenses                                                 $      930            $   1,938
                                                                      ----------            ---------

         TOTAL LIABILITIES                                                   930                1,938
                                                                      ----------            ---------


STOCKHOLDERS' EQUITY
         Common stock, $.001 par value
          50,000,000 shares authorized
          87,500 shares issued and outstanding                                88                   88
         Capital in excess of par value                                   42,241               42,241
         Deficit accumulated during development stage                   ( 42,233)            ( 36,765)
                                                                      ----------            ---------

         TOTAL STOCKHOLDERS' EQUITY                                           96                5,564
                                                                      ----------            ---------

         TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                       $    1,026             $  7,502
                                                                      ==========             ========
</TABLE>

<PAGE>

                                                        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                 0         2,500

Net loss from inception to June 30, 1991                     0               0                0          (    976)      (   976)

Proceeds of initial public offering                     50,000              50           49,950                 0        50,000

Offering costs                                               0               0          (14,394)                0       (14,394)

Net loss for the year ended June 30, 1992                    0               0                0          (  3,991)      ( 3,991)

Offering costs                                               0               0          (   777)                0       (   777)

Net loss for the year ended June 30, 1993                    0               0                0          (  5,854)      ( 5,854)

Net loss for the year ended June 30, 1994                    0               0                0          (  5,662)      ( 5,662)

Net loss for the year ended June 30, 1995                    0               0                0          (  6,491)      ( 6,491)

Net loss for the year ended June 30, 1996                    0               0                0          (  6,408)      ( 6,408)
                                                       -------             ---          -------         ---------      --------

Balance, June 30, 1996                                  62,500              63           37,266           (29,382)        7,947

Issuance of common shares, May 10, 1997                 25,000              25            4,975                 0         5,000

Net loss for the year ended June 30, 1997                    0               0                0          (  7,383)      ( 7,383)
                                                       -------             ---          -------         ---------      --------

Balance, June 30, 1997                                  87,500              88           42,241           (36,765)        5,564

Net loss for the six months ended December 31, 1997          0               0                0           ( 5,468)      ( 5,468)
                                                       -------             ---          -------         ---------      --------

Balance, December 31, 1997 (unaudited)                  87,500             $88          $42,241         $(42,233)      $     96
                                                       =======             ===          =======         =========      ========
</TABLE>


<PAGE>


                                  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
                                                                         1997            1996            December 31, 1997
<S>                                                                  <C>               <C>                   <C>
REVENUE  NONE                                                               NONE             NONE

EXPENSES
         Office                                                      $         0       $        0             $   2,400
         Professional                                                      4,720            1,452                31,920
         Filing and transfer fees                                            368              589                 4,380
         Miscellaneous                                                         0                9                   224
                                                                       ---------        ---------             ---------

         TOTAL                                                             5,088            2,050                38,924
                                                                       ---------        ---------             ---------

LOSS BEFORE INCOME TAXES                                                 ( 5,088)          (2,050)              (38,924)

INCOME TAXES                                                                 380              387                 3,309
                                                                       ---------        ---------             ---------

NET LOSS                                                                $( 5,468)        $( 2,437)             $(42,233)
                                                                       =========        =========             =========

LOSS PER SHARE:
   Net loss per share                                                   $(   .06)        $(   .04)             $(   .80)
                                                                       =========        =========             =========

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                                              87,500           62,500                52,945
                                                                       =========        =========             =========

</TABLE>



<PAGE>


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

                                                  For The Three
                                                  Months Ended
                                                   December 31,
                                              1997             1996
<S>                                        <C>               <C>
REVENUE                                     NONE               NONE

EXPENSES
         Office                            $       0         $      0
         Professional                          1,917              475
         Filing and transfer fees                150              439
         Miscellaneous                             0                0
                                           ---------         --------

         TOTAL                                 2,067              914
                                           ---------         --------

LOSS BEFORE INCOME TAXES                    (  2,067)         (   914)

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

NET LOSS                                   $(  2,067)        $(   914)
                                           =========         ========

LOSS PER SHARE:
   Net loss per share                      $(    .02)        $(   .01)
                                           =========         ========

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                  87,500           62,500
                                           =========         ========
</TABLE>



<PAGE>

                                  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
                                                                          1997            1996           December 31, 1997
<S>                                                                    <C>              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                       $( 5,468)        $( 2,437)             $(42,233)
         Increase (decrease) in accrued expenses                         ( 1,008)         (   968)                  930
                                                                       ---------        ---------             ---------

NET CASH USED BY OPERATING ACTIVITIES                                    ( 6,476)         ( 3,405)              (41,303)
                                                                       ---------        ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES
         Issuance of common stock                                              0                0                    88
         Paid in capital                                                       0                0                57,412
         Offering costs                                                        0                0               (15,171)
                                                                       ---------        ---------             ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                      0                0                42,329
                                                                       ---------        ---------             ---------

NET INCREASE (DECREASE) IN CASH                                         (  6,476)         ( 3,405)                1,026

BEGINNING CASH BALANCE                                                     7,502           10,683                     0
                                                                       ---------        ---------             ---------

ENDING CASH BALANCE                                                    $   1,026        $   7,278             $   1,026
                                                                       =========        =========             =========
</TABLE>



<PAGE>


                                  ROSECAP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (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 corporation 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.

Estimates

The preparation of financial  statements in conformity  with Generally  Accepted
Accounting Principles 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

The Company is seeking the acquisition  of, or merger with an existing  company.
Mr.  Charles  Rose is  primarily  responsible  for  evaluating  acquistions  and
investigating  prospects  for the  Company.  The  Company  entered  into an oral
arrangement with Mr. 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, 1997 and 1996
and for the period August 24, 1990  (commencement of development  stage) through
December 31, 1997 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 Flows Information

The following were paid during the period ended December 31, 1997:

         Income taxes                                $688

Income Taxes

As  of  December  31,  1997,  the  Company  had a  $29,382  net  operating  loss
carryforward available to offset future taxable income through 2006.

<PAGE>

                                  ROSECAP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (UNAUDITED)

NOTE 2:  CAPITAL STOCK

The Company,  in order to satisfy  cash  requirements,  consummated  the sale of
25,000 shares of Common Stock,  $.001 par value,  to Lawrence  Kaplan on May 10,
1997 for total proceeds of $5,000.  Lawrence Kaplan is the son-in-law of Charles
and Ida Rose, officers and directors of the Company.

NOTE 3: MERGER DISCUSSIONS

The Company is in the midst of  attempting  to consummate a merger with Westbury
Alloys, Inc. a privately held corporation engaged in the smelting  business, and
a related  private  placement of up to 2,175,000  shares of the Company's Common
Stock.  On January 29, 1998  Westbury  Alloys,  Inc. and the Company  executed a
merger agreement.  Pursuant to the Merger Agreement,  the Company will declare a
1.057142-for-1   stock  dividend  on  its  outstanding  shares  and  will  issue
1,850,000  shares  of Common stock to the current  shareholders of Westbury.  On
the same date the placement agent agreement was also executed by the Company and
G-V Capital Corp. G-V Capital Corp.'s  president is Lawrence Kaplan,  son-in-law
of Charles and Ida Rose,  officers and  directors of the Company  Although  both
agreements have been executed, certain conditions to the closing thereof remain,
and no  asssurance  can be given that an actual  consummation  of the Merger and
Private  Placement  will take place or that the final terms  thereof  will be as
described above.




<PAGE>

                                     ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION


         Rosecap,  Inc.  (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
1996  without  being  exercised.  The Class "B"  Warrants  expired  in June 1996
without being exercised. The offering was closed on May 20, 1992.

         The Company,  on May 10, 1997,  consummated  a sale of 25,000 shares of
Common  Stock to  Lawrence  Kaplan,  son-in-law  of  Charles  Rose and Ida Rose,
officers  and  directors of the  Company,  at a price of $0.20 per share,  or an
aggregate of $5,000.  The Company  believes  these funds should be sufficient to
bear the  expenses  of filings  with the  Securities  and  Exchange  Commission,
professional  and other expenses for the 12 months  following  such  investment,
although no assurance thereof can be given.


         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  consummate  a merger or  acquisition.  In  accordance
therewith, the Company is in the midst of attempting to consummate a merger (the
"Merger"),  pursuant to a certain  Merger  Agreement and Plan of  Reorganization
(the "Merger  Agreement") with Westbury Alloys, Inc.  ("Westbury"),  a privately
held  corporation  engaged  in the  smelting  business,  and a  related  private
placement (the "Private  Placement") of up to 2,175,000  shares of the Company's
Common Stock,  pursuant to a certain  placement  agent agreement (the "Placement
Agent Agreement") and a Confidential  Private Offering Memorandum of the Company
dated January 28, 1998( the "Memorandum").  The Merger Agreement was executed as
of January 29, 1998 by Westbury,  the Company and Westbury  Acquisition Corp., a
wholly  owned  subsidiary  of the Company  recently  incorporated  in  Delaware.
Pursuant to the Merger Agreement,  (i) the Company will declare a 1.057142-for-1
stock  dividend  on its  outstanding  shares  and (ii) the  Compnay  will  issue
1,850,000  shares of Common Stock to the current  shareholders of Westbury.  The
Placement  Agent  Agreement  was also  executed  as of January  29,  1998 by the
Company and G-V Capital Corp. ("G-V Capital"),  the placement agent with respect
to the Private Placement. G-V Capital's president is Lawrence 


                                       10

<PAGE>


Kaplan,  son-in-law  of Charles  Rose and Ida Rose.  G-V  Capital  will  receive
certain fees in connection with the Private Placement.  Although both agreements
have been executed,  certain  conditions to the closing thereof  remain,  and no
assurance  can be given that an actual  consummation  of the Merger and  Private
Placement  will take place or that the final terms  thereof will be as described
above.


         Liquidity and Capital  Resources.  As of December 31, 1997, the Company
had assets of $1,026 and  liabilities of $930. This compares to assets of $7,502
and liabilities of $1,938 at June 30, 1997. The Company's assets consist of cash
as a result of the  offering  and the sale of stock to Mr.  Kaplan.  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 its efforts to locate suitable  acquisition  transactions and the
sale of stock to Mr. Kaplan.  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 an operating
company,  of which there can be no assurance.  For the six months ended December
31, 1997,  the Company had no revenue and expenses of $5,088 as compared with no
revenue and expenses of $2,050 for the six months ended  December 31, 1996.  For
the three  months  ended  December  31,  1997,  the  Company  had no revenue and
expenses  of $2,067 as  compared  with no revenue  and  expenses of $914 for the
three months ended December 31, 1996.



                                       11

<PAGE>
                           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.



                                       12

<PAGE>

                                   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 9, 1998                              ROSECAP, INC.



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



                                       13

<PAGE>

                                  EXHIBIT INDEX


27.1     Financial Data Schedule




                                       14