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

                                                    FORM 10-QSB

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

For the quarter ended                            Commission file
December 31, 1998                               Number 33-42408-NY

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

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

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

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

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

Yes             X          No                   

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS
As at December 31, 1998,  3,197,312 shares of the issuer's Common Stock,  $.001
par value, were outstanding.

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                           WESTBURY METALS GROUP, INC.

                                   FORM 10-QSB

                     For the Quarter Ended December 31, 1998

                                TABLE OF CONTENTS





                         PART 1 - FINANCIAL INFORMATION


ITEM 1-FINANCIAL STATEMENTS                                                              Page

         Consolidated  Balance  Sheets  as of  December  31,  1998  and June 30,
         1998...................................                                           1
        
         Consolidated  Statements  of  Operations for the six months and three months
              December 31, 1998 and 1997...................................................2
         Consolidated  Statements  of  Stockholders'  Equity  for the six months
         ended    December    31,   1998   and   the   year   ended   June   30,
         1998..............................................................................3
         Consolidated Statements of Cash Flows for the six months ended December
         31,   1998  and   1997.........                                                   4 
          Notes  to   Consolidated   Financial
         Statements.....................................................................  5-6


ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.............................................................7


                                                    PART II - OTHER INFORMATION

         SIGNATURES. ......................................................................8

<PAGE>

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

                                                                                              (Unaudited)
                                                                                             DECEMBER 31,            JUNE 30,
                                                                                                 1998                  1998
                                                                                                 ----                  ----
                                     ASSETS

CURRENT ASSETS:
   Cash                                                                                  $  635,293              $  877,520
   Accounts receivable                                                                     1,837,713              788,749
   Inventory                                                                               -                      835,565
   Prepaid expenses and other current assets                                               1,567,940              348,795
                                                                                           ------------------     ---------------
Total Current Assets                                                                       4,040,946              2,850,629
                                                                                           ------------------     ---------------

PROPERTY, PLANT AND EQUIPMENT:
   Property, plant and equipment                                                           1,245,474              599,843
   Less: accumulated depreciation and amortization                                         (230,761)              (162,695)
                                                                                         ------------------     ---------------
Property, Plant and Equipment - net                                                        1,014,713              437,148
                                                                                           ------------------     ---------------

OTHER ASSETS:
   Goodwill - net of accumulated amortization                                              225,600                230,720
   Deposits                                                                                84,888                 113,177
                                                                                           ------------------     ---------------
Total other assets                                                                         310,488                343,897
                                                                                           ------------------     ---------------

TOTAL ASSETS                                                                              $5,366,147            $  3,631,674

                                                                                           ==================     ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes Payable - Receivable Financing                                                    1,053,478              -
   Due to customers                                                                        637,010                455,553
   Accounts payable and accrued expenses                                                   644,963                528,246
   Current portion of mortgage payable                                                     11,092
                                                                                           ------------------     ---------------
Total Current Liabilities                                                                  2,346,543              983,799

Mortgage payable, non-current portion                                                      312,125
                                                                                           ------------------     ---------------

TOTAL LIABILITIES                                                                          2,658,668              983,799
                                                                                           ------------------     ---------------

STOCKHOLDERS' EQUITY:
   Common stock $.001 par value; Authorized 50,000,000                                      
   shares; issued and outstanding 3,197,312 shares                                         3,197                  3,197
   Capital in excess of par value                                                          3,171,879              3,171,879
   Accumulated deficit                                                                     (467,597)              (527,201)
                                                                                          ------------------     ---------------
Total Stockholders' Equity                                                                 2,707,479              2,647,875
                                                                                           ------------------     ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                $5,366,147            $  3,631,674
                                                                                           ==================     ===============


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                      WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATION


                                                    FOR THE SIX MONTHS ENDED                   FOR THE THREE MONTHS ENDED
                                                            DECEMBER 31,                              DECEMBER 31,
                                                             (UNAUDITED)                                (UNAUDITED)
                                            -------------------------------------    --------------------------------------
                                                 1998                1997                 1998                 1997
                                                 ----                ----                 ----                 ----
Revenues:
   Sales                                       $ 12,272,649     $     4,116,507         $ 7,366,420       $ 2,219,913
   Refining                                       2,321,708             813,697           1,901,468           328,470
   Other                                             28,723              15,537              22,530              -
   Interest                                          31,331              12,124              27,151               661
                                            ----------------   ------------------    ---------------     ------------------

        Total revenues                           14,654,411            4,957,865          9,317,569          2,549,044
                                            ----------------   ------------------    ---------------     ------------------

Costs and expenses:
   Cost of sales                                 11,360,310            3,930,591          6,901,095          2,118,359
   Cost of refining                               1,908,515              618,235          1,766,544            186,427
   Selling, general and administrative            1,174,899              446,103            540,417            245,790
   Depreciation and amortization                     73,186               46,992             39,378             23,557
   Interest                                          69,923               11,942             33,715              8,748
                                            ----------------   ------------------    ---------------     ------------------

      Total costs and expenses                   14,586,833           5,053,863           9,281,149           2,582,881
                                            ----------------   ------------------    ---------------     ------------------

Income before income taxes                           67,578            (95,998)              36,420             (33,837)
Provision for income taxes                            7,974                  -                1,958              12,349
                                            ----------------   ------------------    ---------------     ------------------

Net income (loss)                                $   59,604     $    (95,998)             $  38,378            $(46,186)
                                            ================   ==================    ===============     ==================

Net income (loss) per share - basic               $    0.02    $     (0.05)               $    0.01               $(0.02)
Net income (loss) per share - diluted             $    0.02    $     (0.05)               $    0.01               $(0.02)

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

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                     WESTBURY METALS GROUP, INC., AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)
                               AND FOR THE YEAR ENDED JUNE 30, 1998

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


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

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

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

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

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

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

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

NET INCOME FOR THE
   SIX MONTHS ENDED
   DECEMBER 31, 1998
   (UNAUDITED)                                                                                59,604              59,604
                                  ---------------------------------------------------------------------------------------------
BALANCE
   DECEMBER 31, 1998
   (UNAUDITED)                     3,197,312            $ 3,197       $3,171,879          $ (467,597)        $ 2,707,479
                                  =============================================================================================


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


                                                                               FOR THE SIX MONTHS  ENDED
                                                                          DECEMBER 31,             DECEMBER 31,
                                                                            (UNAUDITED)              (UNAUDITED)
Operating activities:                                                        1998                       1997
                                                                             ----                       ----
     Net Income (loss)                                                   $ 59,604                  $ (95,998)

     Adjustments to reconcile net income (loss) to net cash
         used in operating activities net of assets and
         liabilities acquired in merger:
         Depreciation and amortization                                     73,186                    46,992

     Changes in assets and liabilities:
         Accounts receivable                                            (1,048,964)                  48,184
         Inventories                                                       835,565                 (428,916)
         Prepaid expenses                                               (1,219,145)                 (99,555)
         Deposits                                                           28,289                  (18,345)
         Notes Payable                                                                              552,188
         Due to customers                                                 181,457                  (132,378)
         Accounts payable and accrued expenses                            116,717                    74,097
                                                                        ---------------           ------------------
Net cash used in operating activities                                    (973,291)                 (53,731)
                                                                        ---------------           ------------------

Investing activities
         Property, plant and equipment                                   (320,631)                   79,228
                                                                        ---------------           ------------------

Financing activities
            Repayment of long term debt                                    (1,783)
            Note payable - accounts receivable financing                1,053,478
                                                                        ---------------           ------------------
                 Net cash from financing activities                     1,051,695
                                                                        ---------------           ------------------

Net decrease in  cash                                                   (242,227)                     25,497

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

Ending Cash Balance                                                    $ 635,293                  $   98,633
                                                                        ===============           ==================

Supplemental cash flow information:
         Cash paid for interest                                        $   69,923                   $   11,942
         Property, plant and land addition financed
         by long-term debt                                             $  325,000                   $      -


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NOTE 1- GENERAL

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

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



NOTE 2- ORGANIZATION

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

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

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

NOTE 3 - INVENTORIES


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

Title to the consigned gold and silver remains with the Consignor.  The value of
consigned  gold and silver held by the Company is not included in the  Company's
Balance  Sheet.  On December  31, 1998 the Company held  $2,339,956  of precious
metals under a consignment  agreement with Republic National Bank. The Company's
gold  and  silver   requirements  are  provided  from  a  combination  of  owned
inventories,  precious  metals  which  have been  purchased  and sold for future
delivery,  and gold and  silver  received  from  suppliers  and  customers  on a
consignment basis.

<PAGE>


NOTE 4 - NET INCOME (LOSS) PER COMMON SHARE


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


                                                                               Six Months Ended
                                                                                   December 31,
                                                                          1998             1997

Net income (loss) (numerator for basic and diluted net income
   (loss) per common share)                                            $   59,604       $   (95,998)
                                                                       ----------       ------------

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

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

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

Net income (loss) per common share-Basic                               $     .02    $       (.05)
                                                                       -------------    -------------

Net income (loss) per common share-Diluted                             $      .02     $       (.05)
                                                                       -------------     -------------


Potential  common shares are not included for the six months ended  December 31,
1997 because they would be anti-dilutive.


<PAGE>

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

Results of Operations

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

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

Revenues

Revenues  were  $14,654,411  for the first six months of fiscal 1999 compared to
$4,957,865  for the first six  months of fiscal  1998.  Net  income for the same
periods was $59,604 and $ (95,998)  respectively.  This  increase is primarily a
result of expanded  operations  outside of the refining  services offered in the
past.

Year 2000

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

Liquidity, Capital Resources and Other Financial Data

The  Company  has been  relying on a gold  consignment  program  and  internally
generated  funds to  finance  its  metal  purchases,  inventories  and  accounts
receivable.  Inventories  are  stated at market  value.  Consistent  with  other
companies that refine and produce precious metal fabricated products,  customers
and  suppliers on a consignment  basis  furnish some of the  Company's  gold and
silver  requirements.  Title to the consigned  gold and silver  remains with the
Consignor.  The value of  consigned  gold and silver  held by the Company is not
included in the Company's  inventory and there is no related liability recorded.
At December  31,  1998 the Company  held  $2,339,956  of precious  metal under a
consignment  agreement  with  Republic  National  Bank for which the  Company is
charged a  consignment  fee based on current  rates.  There can be no assurances
that  fluctuations in the precious metals markets and credit would not result in
an  interruption  of  the  Company's  gold  supply  or the  credit  arrangements
necessary to allow the Company to support its accounts  receivable  and continue
the use of consigned  gold.  The Company has entered  into an agreement  for the
financing of its accounts receivable up to a maximum credit limit of $2,000,000.

Management  believes  that  operations  will  continue  to  improve in the third
quarter  of fiscal  1999.  Through  manufacturing  cost  controls  at West Tech,
diversification  in it's refining area and greater  efficiencies in its catalyst
operations  higher profits are anticipated,  although there can be no assurances
that management will continue to be successful in its efforts.
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                                    SIGNATURE


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



                                              WESTBURY METALS GROUP, INC.

                                              By:______________________________
                                                      David Nadler
                                                      Chief Financial Officer




Date:    February 22, 1999