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

                                   FORM 10-QSB

(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, 2005

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

     For  the  Transition  Period  from  _______________  TO  _______________.

                                    333-44747
                            (Commission File Numbers)

                        ROSEDALE DECORATIVE PRODUCTS LTD.
             (Exact name of registrant as specified in its charter)

        ONTARIO,  CANADA                                   5110
(State or other jurisdiction of                (Primary Standard Industrial
incorporation or organization)                  Classification Code Number)

                              184 COURTLAND AVENUE
                                CONCORD, ONTARIO
                                 CANADA L4K 4L3
                    (Address of principal executive offices)

                                 (905) 669-8909
              (Registrants' telephone number, including area code)

                                  NOT APPLICABLE
   (Former name, former address and former fiscal year, if changed since last
                                    report)

     Indicate  by  check mark whether the Registrants (1) have 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
Registrants  were  required  to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]

     Indicate  by  check  mark  whether  the  registrant  is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

                    Yes    No  X
                       ---    ---

     As  of  March  31, 2005, 2,755,214 shares of Common Stock, no par value per
share, of Rosedale Decorative Products Ltd. were issued and outstanding.


<PAGE>











                                     PART I
                              FINANCIAL INFORMATION



ITEM  1.  FINANCIAL  STATEMENTS













<PAGE>
                       ROSEDALE DECORATIVE PRODUCTS LTD.

                   INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2005

                                  (UNAUDITED)


                               TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm                        1

Interim Consolidated Balance Sheets as of March 31, 2005
  and December 31, 2004                                                        2

Interim Consolidated Statements of Operations for the three months ended
  March 31, 2005 and March 31,2004                                             3


Interim Consolidated Statements of Cash Flows for the three months ended
  March 31, 2005 and March 31, 2004                                            4

Interim Consolidated Statements of Stockholders' Equity for the period
  ended March 31, 2005 and December 31, 2004                                   5

Condensed Notes to Interim Consolidated Financial Statements                   6



<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  reviewed  the  accompanying  interim  financial statements of Rosedale
Decorative Products Limited as of March 31, 2005 and the three-month period then
ended. This interim financial information is the responsibility of the Company's
management.

We  conducted  our review in accordance with the standards of the Public Company
Accounting  Oversight  Board. A review of interim financial information consists
principally  of  applying  analytical procedures and making inquiries of persons
responsible  for  financial  and accounting matters. It is substantially less in
scope  than  an  audit  conducted in accordance with the standards of the Public
Company  Accounting Oversight Board, the objective of which is the expression of
an opinion regarding the financial statements as a whole. Accordingly, we do not
express such an opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the  accompanying  interim  financial statements for them to be in
conformity with U.S. generally accepted accounting principles.







Toronto, Ontario
SF Partnership,LLP
Chartered Accountants
December 29, 2005



                                       1
<PAGE>
ROSEDALE  DECORATIVE  PRODUCTS  LTD.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                                     2005            2004
                                                      $               $
                                     ASSETS

CURRENT ASSETS
  Cash                                             205,227          773,493
  Accounts receivable                            1,746,338        1,253,990
  Inventory                                      3,149,477        3,343,675
  Prepaid expenses and sundry assets                57,660           63,707
  Income taxes recoverable                          10,087           10,151
  Mortgages receivable                                -             119,367
                                                 ---------        ---------
                                                 5,168,789        5,564,383

ADVANCES TO RELATED PARTY                             -              39,608

EQUIPMENT                                        2,081,104        2,271,983
                                                 ---------        ---------
                                                 7,249,893        7,875,974
                                                 =========        =========

                                  LIABILITIES

CURRENT LIABILITIES

  Bank indebtedness                              3,088,246        3,452,630
  Accounts payable and accrued expenses          2,874,841        3,205,033
                                                 ---------        ---------
                                                 5,963,087        6,657,663
DUE TO DIRECTORS                                    49,238             -
ADVANCES FROM RELATED PARTY                         72,005             -
DEFERRED INCOME TAXES                               10,733           10,801
                                                 ---------        ---------
                                                 6,095,063        6,668,464
                                                 ---------        ---------

                              STOCKHOLDERS' EQUITY

COMMON STOCK                                     5,029,282        5,029,282

ADDITIONAL PAID-IN CAPITAL                         142,314          142,314

ACCCUMULATED OTHER COMPREHENSIVE LOSS              336,601          344,835

ACCUMULATED DEFICIT                             (4,353,367)      (4,308,921)
                                                -----------      -----------
Total Stockholders' Equity                       1,154,830        1,207,510
                                                -----------      -----------
Total Liabilities and Stockholders' Equity       7,249,893        7,875,974
                                                ===========      ===========

          See condensed notes to the consolidated financial statements



                                       2
<PAGE>
ROSEDALE  DECORATIVE  PRODUCTS  LTD.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                             Three-months       Three-months
                                                ended              ended
                                               March 31,          March 31,
                                                  2005               2004
                                                   $                  $

SALES                                          2,099,556          2,321,229

COST OF SALES                                  1,245,280          1,458,397
                                               ---------          ---------
GROSS PROFIT                                     854,276            862,832
                                               ---------          ---------
OPERATING EXPENSES

  General and administrative                     304,525            495,363
  Selling                                        351,527            502,772
  Design studio                                     -                48,343
  Amortization                                   177,501            159,015
  Interest expense                                49,897             45,585
  Consulting and refinancing                      40,450               -
  Exchange gain on foreign exchange contracts    (21,157)           (24,928)
  Gain on exchange                                (4,021)           (42,992)
                                               ---------          ---------
TOTAL OPERATING EXPENSES                         898,722          1,183,158
                                               ---------          ---------
NET LOSS                                         (44,446)          (320,326)
                                               =========          =========
Basic and Diluted Net Loss Per Share               (0.02)             (0.12)
                                               =========          =========
Weighted average number of common shares
  outstanding                                  2,755,214          2,755,214
                                               =========          =========

          See condensed notes to the consolidated financial statements


                                       3
<PAGE>
ROSEDALE  DECORATIVE  PRODUCTS  LTD.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                        Three-months       Three-months
                                                                            ended              ended
                                                                           March 31,          March 31,
                                                                             2005               2004
                                                                              $                  $
<S>                                                                        <C>               <C>
Cash flows from operating activities:
  Net loss                                                                 (44,445)          (320,326)
                                                                         ---------          ---------
  Adjustments  to  reconcile  net  loss  to  net  cash  used  in
    operating  activities:
  Amortization  of  equipment                                              177,501            159,015
  Exchange gain on foreign exchange contracts                              (21,157)           (24,928)
  Increase in accounts receivable                                         (492,349)          (646,011)
 (Increase) decrease in inventory                                          194,199            (59,448)
 (Increase) decrease in prepaid expenses and sundry assets                   6,048            (30,194)
  Increase (decrease) in accounts payable and accrued expenses            (309,038)           554,498
  Decrease in income taxes recoverable                                        -                (3,968)
                                                                         ---------          ---------
     Total adjustments                                                    (444,796)           (51,036)
                                                                         ---------          ---------
  Net cash used in operating  activities                                  (489,241)          (371,362)
                                                                         ---------          ---------
Cash flows from investing activities:

  Purchase of equipment                                                     (3,461)          (144,086)
                                                                         ---------          ---------
  Net cash used in investing activities                                     (3,461)          (144,086)
                                                                         ---------          ---------
Cash flows from financing activities:

 (Repayment of) proceeds from bank indebtedness                           (364,385)            55,395
  Proceeds from mortgage receivable                                        119,367               -
  Advances from (to) related party                                         111,613            (13,963)
  Due to directors                                                          49,238               -
                                                                         ---------          ---------
  Net cash provided by (used in) financing activities                      (84,167)            41,432
                                                                         ---------          ---------
Effect of foreign currency exchange rate changes                             8,603             56,664
                                                                         ---------          ---------
Net decrease in cash                                                      (568,266)          (417,352)

Cash beginning of year                                                     773,493          1,173,570
                                                                         ---------          ---------
Cash, end of three month period ended March 31                             205,227            756,218
                                                                         =========          =========
Income taxes paid                                                             -                  -
                                                                         =========          =========
Interest paid                                                               60,162             37,123
                                                                         =========          =========

          See condensed notes to the consolidated financial statements
</TABLE>

                                        4
<PAGE>
ROSEDALE  DECORATIVE  PRODUCTS  LTD.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD ENDED MARCH 31, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>

                                  Common                                                        Accumulated
                                  Stock        Common     Additional    Retained                  Other
     Comprehensive              Number of      Stock       Paid-in      Earnings  Comprehensive   Income
     Income  (loss)               Shares       Amount      Capital     (deficit)                  (loss)
--------------------------      ----------    ---------   ----------  ----------  ------------- -----------
<S>                              <C>          <C>          <C>        <C>                          <C>
                                                  $           $            $             $           $
Balance as of December 31,
 2003                            2,755,214    5,029,282    142,314    (2,315,928)         -        288,142

  Foreign currency translation        -            -          -             -           56,693      56,693

  Net income for the year             -            -          -       (1,992,993)   (1,992,993)       -
                                 ---------    ---------    -------    -----------   -----------    --------
Balance as of December 31,
  2004                           2,755,214    5,029,282    142,314    (4,308,921)   (1,936,300)    344,835
                                 =========    =========    =======    ===========   ===========    ========

Foreign currency translation          -            -          -             -           (8,234)     (8,234)

Net loss for the
  three-month  period  to
  March 31, 2005                      -            -          -          (44,446)      (44,446)       -
                                 ---------    ---------    -------    -----------   -----------    --------

Balance as of March 31,
  2005                           2,755,214    5,029,282    142,314    (4,353,367)      (52,680)    336,601
                                 =========    =========    =======    ===========   ===========    ========

</TABLE>
          See condensed notes to the consolidated financial statements



                                       5
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


1.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with  the  instructions  to Form  10-Q and do not
     include all the  information and footnotes  required by generally  accepted
     accounting principles for complete financial statements.  In the opinion of
     management,   all  adjustments   (consisting  of  all  recurring  accruals)
     considered  necessary for fair presentation  have been included.  Operating
     results  for the  interim  periods are not  necessarily  indicative  of the
     results that may be expected for the year ended December 31, 2005.  Interim
     financial  statements  should  be read in  conjunction  with the  Company's
     annual audited financial statements.

     The unaudited  consolidated  financial  statements  include the accounts of
     Rosedale  Decorative  Products  Ltd.  ("the  company") and its wholly owned
     subsidiary, Ontario Paint and Wallpaper Limited ("Ontario").

     All material inter-company accounts and transactions have been eliminated.

2.   CONTINGENCIES

     a)   The  company  has issued a  guarantee  secured  by a general  security
          agreement  for the  loan  made by the  Laurentian  Bank of  Canada  to
          1369597  Ontario  Inc.  up to  $1,106,000.  As at March  31,2005,  the
          indebtedness of this company amounted to $763,000.  This loan was made
          to purchase life insurance,  a portion of which  represents the keyman
          life insurance policy for which the company is beneficiary.

     b)   The  company  has  issued  standby  letters of credit in favour of the
          Laurentian Bank of Canada in the amount of $211,000.

3.   BANK INDEBTEDNESS

     The  Company  had  available  an  operating  line of credit to a maximum of
     $3,307,000  ($4,000,000 Canadian) of which $2,415,000 was utilized at March
     31, 2005.  The operating line bears interest at either the National Bank of
     Canada's  ("bank")  Canadian  prime rate or the bank's U.S.  base rate plus
     4.00%. The debt is secured by a general  assignment of book debts, a pledge
     of  inventories  under  section  427 of the Bank Act,  a  general  security
     agreement providing a first floating charge over all assets of the Company,
     a  guarantee  and  postponement  of claim of up to a maximum of  $1,033,000
     ($1,250,000 Canadian) from the parent company supported by an assignment of
     a $211,000  ($255,000  Canadian)  cash  deposit,  guarantees  from  related
     companies  of up to a  maximum  of  $2,770,000  ($3,350,000  Canadian),  an
     assignment  of life  insurance of $1,240,000  ($1,500,000  Canadian) on the
     life of a key  director,  personal  guarantee  from a key director of up to
     $827,000  ($1,000,000  Canadian),  postponement of claim from this director
     and an assignment of fire insurance.

     The  provisions  under  the  banking   agreement  require  the  Company  to
     periodically  meet  certain  restrictive  financial  covenants  and  margin
     requirements.  As at March 31,  2005,  the Company was in  compliance  with
     these financial covenants and margin requirements.



                                       6
<PAGE>
     SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q contains  forward-looking  statements as
     defined  by  the  Private  Securities   Legislation  Reform  Act  of  1995.
     Forward-looking statements include statements concerning plans, objectives,
     goals, strategies,  future events or performance and underlying assumptions
     and other statements,  which are other than statements of historical facts.
     These statements are subject to uncertainties and risks including,  but not
     limited  to,  product  and  service  demand  and  acceptance,   changes  in
     technology,  economic  conditions,  the impact of competition  and pricing,
     government  regulation,  and other risks  defined in this  document  and in
     statements  filed  from  time to time  with  the  Securities  and  Exchange
     Commission.  All such forward looking statements are expressly qualified by
     these cautionary  statements and any other  cautionary  statements that may
     accompany the forward-looking  statements. In addition, Rosedale Decorative
     Products  Limited  disclaims any  obligation to update any  forward-looking
     statements to reflect events or circumstances after the date thereof.


                                       7
<PAGE>
                     MANAGEMENTS DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     RESULTS OF OPERATION

     Three  months  ended March 31, 2005 as compared to three months ended March
     31, 2004.

     Revenues for the three months ended March 31, 2005 were $2,099,556,  a 9.5%
     decrease over prior year  revenues of  $2,321,229.  This decrease  resulted
     mainly from the deterioration of the wallpaper market in North America. The
     whole industry has shown a major slowdown in the first part of the year. We
     also  have  not  launched  new  collections  into  the  market  due to this
     slowdown.

     Gross  profits as a percentage  of revenue for the three months ended March
     31, 2005 was 40.7%,  as compared to the same period  one-year ago of 37.2%.
     This increase in gross profit  margins can be attributed to a change in the
     sales mix and price increases introduced at the beginning of the year.

     Selling  expenses have  decreased by 30.1% to $351,527 for the  three-month
     period  ended March 31,  2005 as  compared to $502,772  for the same period
     last year.  This decrease  relates to major cuts instituted with reductions
     in personnel and the  attendance  at trade shows.  Steps have been taken to
     reduce sales  expenses even further in the remainder of 2005,  with further
     cuts to promotional costs and travel.

     General and administrative  expenses for the Company decreased by 38.5%, to
     $304,525 for the three months period ended March 31, 2005 from $495,363 for
     the three months ended March 31, 2004.  Reductions in salaries  account for
     the majority of the savings.  Further cuts have been put in place to reduce
     expenses as a whole.

     Design studio expenses for the Company  decreased 100% to Nil for the three
     months  ended March 31, 2005 versus  $48,343 for the same period last year.
     This decrease is attributable to the closing of Ontario's  design studio in
     January 2004.

     Interest  expense for the Company for the three months ended March 31, 2005
     increased  to $49,897  from  $45,585 for the three  months  ended March 31,
     2004.  This  increase  in interest  expense is  attributable  to  increased
     average borrowing rates for the quarter.

     The net loss for the three  months  ended  March 31,  2005 was  $44,446  as
     compared to $320,326  for the three  months  ended March 31,  2004.  Better
     margins and lower expenses led to the turnaround.

     Basic and diluted  loss per share for the three months ended March 31, 2005
     were $0.02 compared $0.12 for the same period last year. Earnings per share
     were calculated based on the weighted average number of common shares as of
     2,755,214 for both periods.

     LIQUIDITY AND CAPITAL RESOURCES

     The  Company had a negative  net change in cash of  $568,266  for the three
     months ended March 31, 2005 with the  repayment of bank debt and a decrease
     in accounts payable creating the majority of the movement.

     Proceeds from Mortgage Receivable and advances from a related party created
     positive financing activities.

     ITEM 3. CONTROLS AND PROCEDURES.

     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     An  evaluation   was  performed   under  the   supervision   and  with  the
     participation of our management,  including the chief executive officer, or
     CEO, who is also the

                                       8
<PAGE>
     acting chief financial officer,  or CFO, of the effectiveness of the design
     and  operation  of  our  disclosure   procedures.   Based  on  management's
     evaluation  as of  the  end of the  period  covered  by  this  Report,  our
     principal  executive officer and chief financial officer has concluded that
     our disclosure  controls and procedures (as defined in Rules  13a-14(c) and
     15d-14(c)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
     "Exchange Act") were sufficiently  effective to ensure that the information
     required  to be  disclosed  by us in the  reports  that we file  under  the
     Exchange Act is gathered,  analyzed and disclosed with adequate timeliness,
     accuracy and completeness.

     CHANGES IN INTERNAL CONTROLS.

     There have been no significant changes in our internal controls or in other
     factors that could  significantly  affect these controls  subsequent to the
     date of the evaluation  referred to above,  nor were there any  significant
     deficiencies or material weaknesses in our internal controls.  Accordingly,
     no corrective actions were required or undertaken except as disclosed.


                                       9
<PAGE>
                                    PART II
                               OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        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. EXHIBITS

31.1 Certification  of  Principal  Executive  Officer  pursuant  to  Rule 13a-14
     and  Rule  15d-14(a),  promulgated under the Securities and Exchange Act of
     1934, as amended
31.2 Certification  of  Principal  Financial  Officer  pursuant  to  Rule 13a-14
     and  Rule  15d-14(a),  promulgated under the Securities and Exchange Act of
     1934, as amended
32.1 Certification  pursuant  to  18  U.S.C.  Section  1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2 Certification  pursuant  to  18  U.S.C.  Section  1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

                                       10
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned thereunto duly authorized.

                                               ROSEDALE DECORATIVE PRODUCTS LTD.

Date: January 25, 2006                         By: /s/ Sidney Ackerman
                                               -----------------------
                                               Sidney Ackerman
                                               President

Date: January 25, 2006                         By: /s/Norman G. Maxwell
                                               ------------------------
                                               Norman G. Maxwell
                                               Chief Financial Officer



                                       11