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

                                                   FORM 10-QSB/A


                                   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 Quarterly Period Ended March 31, 1998


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>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                   ROSECAP INC,  AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (UNAUDITED)
                                                                               For The Nine                    For The Three
                                                                       Months Ended March 31,              Months Ended March 31,
                                                                           1998           1997             1998           1997
                                                                      ------------------------------  -----------------------------


Revenues:                                                                                                             
  Refining fees                                                           $1,322,378     $1,084,740        $ 797,535      $ 474,340
  Other income                                                              119,421     _________            46,628     _________
     Total revenues                                                       1,441,799      1,084,740          844,163        474,340

Costs and expenses:
  Cost of refining                                                           543,224        383,722          278,807        147,425
  Selling general and administrative                                         818,230        623,216          563,803        230,387
  Depreciation and amortization                                              210,545         93,814          151,672         26,087
  Interest                                                                  153,786         55,540           38,190         24,627
     Total costs and expenses                                             1,725,785      1,156,292        1,032,472        428,526

Loss before provision for income taxes                                     (283,986)       (71,552)        (188,309)         45,814
Provision for income taxes                                                  (19,657)                        (19,657) 

Net Income (Loss)                                                         $(303,643)     $ (71,552)       $(207,966)       $ 45,814
                                                                      ==============================  ==============================

Net Income (Loss) Per Share - Basic                                       $   (0.16)     $   (0.04)       $   (0.11)      $    0.02
                                                                      ------------------------------  ------------------------------

Net Income (Loss) Per Share - Diluted                                     $   (0.16)     $   (0.04)       $   (0.11)      $    0.02
                                                                      ------------------------------  ------------------------------

Average Shares Outstanding - Basic                                         1,850,000      1,850,000        1,850,000      1,850,000
                                                                      ==============================  ==============================

Average Shares Outstanding - Diluted                                       1,850,000      1,850,000        1,850,000      1,850,000
                                                                      ==============================  ==============================

<PAGE>

                             ROSECAP INC,  AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                                                                        (UNAUDITED)
                                                                                         MARCH 31,         JUNE 30,
                                                                                           1998              1997
                                                                                      ---------------- ------------------
                                        ASSETS
                                        -----------


CURRENT ASSETS:
Cash                                                                                    $ 2,167,734     $       73,136
Accounts receivable                                                                          127,167            77,590
Inventory                                                                                                      720,948
Due from affiliate                                                                                              81,445
Prepaid expenses and other current assets                                                    697,444           624,887
                                                                                      ---------------- ------------------
Total Current Assets                                                                       2,992,345        1,578,006
                                                                                      ---------------- ------------------

PROPERTY PLANT AND EQUIPMENT:
Property and Equipment                                                                        501,331          425,448
Accumulated Depreciation                                                                    (132,893)           (78,239)
                                                                                      ---------------- ------------------
Net Property Plant and Equipment                                                              368,438          347,209
                                                                                      ---------------- ------------------

OTHER ASSETS:                                                                          
Goodwill-net of accumulated amortization                                                                       240,960
                                                                                      233,220
Deposits                                                                                                         21,063
                                                                                          37,208
                                                                                      ---------------- ------------------
Total Other Assets                                                                                             262,023
                                                                                      270,428
                                                                                      ---------------- ------------------

TOTAL  ASSETS                                                                           $ 3,631,211     $  2,187,238
                                                                                      ================ ==================

                     LIABILITIES AND STOCKHOLDERS'  EQUITY
                   --------------------------------------------------------

CURRENT LIABILITIES:                                                                   
Loans payable                                                                           $               $      973,046
Current portion of long-term debt                                                                               553,906
Due to customers                                                                             645,172            439,703
Accounts payable and accrued expenses                                                        635,366            208,266
                                                                                      ---------------- ------------------
Total Current Liabilities                                                                 1,280,538          2,174,921
                                                                                      ----------------
                                                                                                       ------------------

Long-term debt - net of current portion                                                                         15,077
                                                                                                       ------------------

STOCKHOLDERS' EQUITY:
Common  stock  $.001  par  value;   Authorized  50,000,000  shares;  issued  and
outstanding 3,077,836 shares and 1,850,000 shares at
March 31, 1998 and June 30,1997 respectively                                                   3,078              1,850
Capital in excess of par                                                                  2,853,998     
Stock subscription receivable                                                               (100,000)  98,150
Accumulated earnings (deficit)                                                              (406,403)         (102,760)
                                                                                      ---------------- ------------------
Total Stockholders' Equity                                                                 2,350,673    
                                                                                                       (2,760)
                                                                                      ---------------- ------------------

TOTAL  LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 3,631,211      $  2,187,238
                                                                                      ================ ==================
<PAGE>

                           ROSECAP INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)
                                                                                     For The Nine
                                                                                     Months Ended
                                                                                      March 31,

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

Operating activities:
       Net loss                                                                 $(303,643)     $ (71,552)
       Adjustments to reconcile net loss to net
         cash provided (used) by operating activities:

       Depreciation and amortization (non-cash portion)                             70,799  
                                                                                                   93,814
       Changes in assets and liabilities:
          Accounts receivable                                                     (49,577)  
                                                                                                 (26,466)
          Inventory                                                                720,948    (1,479,376)
          Due from affiliates                                                       81,445  
          Prepaid expenses and other current assets                               (72,557)      (130,873)
          Deposits                                                                (16,145)  
                                                                                                 (23,090)
          Due to customers                                                         205,469        712,214
          Accounts payable and accrued expenses net
             of liabilities acquired in merger                                    418,314        168,654
       Net cash used by operating activities                                    1,055,053       (756,675)

Investing activities
       Intangible costs related to acquisition of Westbury Refining                             (301,200)
       Equipment additions                                                        (75,883)      (409,653)
       Net cash used by investing activities                                      (75,883)      (710,853)


Financing activities
       Issuance of common stock                                                  2,016,039
       Stock subscription receivable                                             (100,000)  
       Loans payable                                                             (973,046)      1,098,795
       Bridge financing                                                            700,000
       Long-term debt                                                            (568,983)       570,052
       Net cash provided by financing activities                                1,074,010      1,668,847

Cash from merged subsidiary                                                         41,418

Cash - beginning                                                                            __________
                                                                                  73,136

CASH - ENDING                                                                  $ 2,167,734      $ 201,319
                                                                           ===============================
</TABLE>

<PAGE>

                                          ROSECAP, INC. AND SUBSIDIARIES
                                                   FORM 10-QSB/A
                                        For the Quarter Ended March 31, 1998


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 March 31, 1998  statements
         have been amended 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 - 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.

<PAGE>


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.


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, 1998,  included in the statement of operations  because
         they would be anti-dilutive.  For the nine and three months ended March
         31, 1997 there were no additional shares that would be 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>

                                      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 18, 1999