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 June 30, 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  June  30,  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

                                 JUNE 30, 2005

                                  (UNAUDITED)

                               TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm                        1

Interim Consolidated Balance Sheets as of June 30, 2005
  and December 31, 2004                                                        2

Interim Consolidated Statements of Operations for the three months ended
  June 30, 2005 and June 30,2004                                               3

Interim Consolidated Statements of Operations for the six months ended
  June 30, 2005 and June 30,2004                                               4

Interim Consolidated Statements of Cash Flows for the six months ended
  June 30, 2005 and June 30, 2004                                              5

Interim Consolidated Statements of Stockholders' Equity for the period
  ended June 30, 2005 and December 31, 2004                                    6

Condensed Notes to Interim Consolidated Financial Statements                   7


<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  reviewed  the  accompanying  interim  financial statements of Rosedale
Decorative  Products  Limited  as  of  June  30,  2005  and  the three-month and
six-month  periods  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 JUNE 30, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                               2005             2004
                                                 $                $
                                     ASSETS

CURRENT ASSETS
  Cash                                        240,041          773,493
  Accounts receivable                       1,928,368        1,253,990
  Inventory                                 3,197,339        3,343,675
  Prepaid expenses and sundry assets           76,267           63,707
  Income taxes recoverable                      9,955           10,151
  Mortgages receivable                           -             119,367
                                            ---------        ---------
                                            5,451,970        5,564,383

ADVANCES TO RELATED PARTY                        -              39,608

EQUIPMENT                                   1,888,789        2,271,983
                                            ---------        ---------
                                            7,340,759        7,875,974
                                            =========        =========

                                  LIABILITIES

CURRENT LIABILITIES
  Bank indebtedness                         3,160,020        3,452,630
  Accounts payable and accrued expenses     2,287,478        3,205,033
  Current Portion Of Long Term Debt            46,916             -
                                            ---------        ---------
                                            5,494,414        6,657,663
DUE TO DIRECTOR                               150,586             -
ADVANCES FROM RELATED PARTY                    78,170             -
LONG TERM DEBT                                308,665             -
DEFERRED INCOME TAXES                          10,593           10,801
                                            ---------        ---------
                                            6,042,428        6,668,464
                                            ---------        ---------

                              STOCKHOLDERS' EQUITY

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

ADDITIONAL PAID-IN CAPITAL                    142,314          142,314

ACCCUMULATED OTHER COMPREHENSIVE INCOME       322,416          344,835

DEFICIT                                    (4,195,681)      (4,308,921)
                                            ---------        ---------
                                            1,298,331        1,207,510
                                            ---------        ---------
                                            7,340,759        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 JUNE 30, 2005 AND JUNE 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                              Three-months       Three-months
                                                    ended               ended
                                                 June 30,            June 30,
                                                     2005                2004

                                                    $                    $

SALES                                           2,411,491          2,106,455

COST OF SALES                                   1,294,815          1,413,158
                                                ---------          ---------
GROSS PROFIT                                    1,116,676            693,297
                                                ---------          ---------
OPERATING EXPENSES
  General and administrative                      321,812            451,542
  Selling                                         405,123            416,116
  Design studio                                      -                52,108
  Amortization                                    175,307            154,050
  Interest                                         58,525             39,783
  Exchange gain on foreign exchange contracts      (4,682)           (16,053)
  Gain on exchange                                (20,078)            (8,468)
  Consulting and refinancing                       63,433               -
                                                ---------          ---------
TOTAL OPERATING EXPENSES                          958,990          1,089,078
                                                ---------          ---------
NET INCOME (LOSS)                                 157,686           (395,781)
                                                =========          =========
Basic and Diluted Net Income (Loss) Per Share        0.06              (0.14)
                                                =========          =========
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 OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                               Six-months         Six-months
                                                 ended              ended
                                                June 30,           June 30,
                                                  2005               2004

                                                    $                  $

SALES                                          4,511,047          4,427,684

COST OF SALES                                  2,540,095          2,871,555
                                               ---------          ---------
GROSS PROFIT                                   1,970,952          1,556,129
                                               ---------          ---------
OPERATING EXPENSES
  General and administrative                     626,337            946,905
  Selling                                        756,650            918,888
  Design studio                                     -               100,451
  Amortization                                   352,808            313,065
  Interest                                       108,422             85,369
  Exchange gain on foreign exchange contracts    (25,839)           (40,890)
  Gain on exchange                               (24,100)           (51,552)
  Consulting and refinancing                      63,434               -
                                               ---------          ---------
TOTAL OPERATING EXPENSES                       1,857,712          2,272,236
                                               ---------          ---------
NET INCOME  (LOSS)                               113,240           (716,107)
                                               =========          =========
Basic and Diluted Income (Loss) Per Share           0.04              (0.26)
                                               =========          =========
Weighted average number of common shares
  outstanding                                  2,755,214          2,755,214
                                               =========          =========

          See condensed notes to the consolidated financial statements



                                       4
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                        Six-months        Six-months
                                                                           ended             ended
                                                                          June 30,          June 30,
                                                                            2005              2004
                                                                              $                 $
<S>                                                                        <C>              <C>
Cash flows from operating activities:
  Net Income (Loss)                                                        113,240          (716,107)
                                                                         ---------         ---------
  Adjustments to reconcile net income (loss) to net cash used in
    operating activities:
  Amortization of equipment                                                352,808           313,065
  Exchange gain on foreign exchange contracts                              (24,100)          (40,891)
  Increase in accounts receivable                                         (674,377)         (299,982)
  Decrease in inventory                                                    146,337           392,835
 (Increase) decrease in prepaid expenses and sundry assets                 (12,560)            5,680
  Increase (decrease) in accounts payable and accrued expenses            (893,459)          427,597
  Decrease in income taxes recoverable                                        -              (10,590)
                                                                         ---------         ---------
     Total adjustments                                                  (1,105,353)          787,714
                                                                         ---------         ---------
  Net cash provided by (used in) operating activities                     (992,111)           71,607
                                                                         ---------         ---------
Cash flows from investing activities:
  Purchase of equipment                                                    (15,980)         (246,900)
                                                                         ---------         ---------
  Net cash used in investing activities                                    (15,980)         (246,900)
                                                                         ---------         ---------
Cash flows from financing activities:
  Repayment of bank indebtedness                                          (292,610)         (997,939)
  Advances from related party                                              117,778            14,308
  Advances from director                                                   150,586              -
  Long Term Debt                                                           355,581              -
  Collection of mortgages receivable                                       119,367           118,687
                                                                         ---------         ---------
  Net cash provided by (used in) financing activities                      450,702          (864,944)
                                                                         ---------         ---------
Effect of foreign currency exchange rate changes                            23,937           (74,115)
                                                                         ---------         ---------
Net decrease in cash                                                      (533,452)       (1,114,352)

Cash beginning of year                                                     773,493         1,312,534
                                                                         ---------         ---------
Cash, End of six month period ended June 30                                240,041           198,182
                                                                         =========         =========
Income taxes paid                                                             -                8,474
                                                                         =========         =========
Interest paid                                                              128,420           102,159
                                                                         =========         =========
</TABLE>
          See condensed notes to the consolidated financial statements



                                       5
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD ENDED JUNE 30, 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>                          <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          -            -          -             -          (22,419)    (22,419)

Net income (loss) for the
  Six-month period to
  June 30, 2005                       -            -          -          113,240       113,240        -
                                 ---------    ---------    -------     ---------     ---------     -------
Balance as of June 30,
  2005                           2,755,214    5,029,282    142,314    (4,195,681)       90,821     322,416
                                 =========    =========    =======     =========     =========     =======

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



                                       6
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 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  $1,092,000.  As of June 30,  2005,  the
          indebtedness of this company amounted to $753,000.  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 $208,000 to guarantee  the
          debt of a related party.

3.   BANK INDEBTEDNESS

     The  Company  had  available  an  operating  line of credit to a maximum of
     $3,264,000  ($4,000,000  Canadian) of which $2,924,000 was utilized at June
     30, 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  $1,020,000
     ($1,250,000 Canadian) from the parent company supported by an assignment of
     a $208,000  ($255,000  Canadian)  cash  deposit,  guarantees  from  related
     companies  of up to a  maximum  of  $2,733,000  ($3,350,000  Canadian),  an
     assignment  of life  insurance of $1,224,000  ($1,500,000  Canadian) on the
     life of a key  director,  personal  guarantee  from a key director of up to
     $816,000  ($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 June 30, 2005, the Company was not in compliance  with
     debt to tangible net worth ratio.  The bank is aware that the Company is in
     breach of this covenant.



                                        7
<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.

                                       8
<PAGE>
                     MANAGEMENTS DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATION

Three  months  ended  June  30,  2005 as compared to three months ended June 30,
2004.

Revenues  for  the  three  months  ended  June 30, 2005 were $2,411,491, a 14.5%
increase  over  prior  year  revenues  of  $2,106,455. The second quarter showed
stable  wallpaper  sales  with  the  majority  of the increase coming from other
sectors such as ceiling panels, Mirroflex and store sales. To compensate for the
wallpaper  market,  we are making every effort to increase our market share in a
very competitive market.

Gross  profits  as  a  percentage of revenue for the three months ended June 30,
2005  was  46.3%,  as  compared  to  the same period one-year ago of 32.9%. This
increase  in gross profit margins can be attributed to a change in the sales mix
between room lot and case lot sales and increased retail sales.

Selling  expenses  have decreased by 2.6% to $405,123 for the three-month period
ended  June 30, 2005 as compared to $416,116 for the same period last year. This
decrease  relates  to planned reductions in expenses to compensate for the lower
sales being achieved.

General  and  administrative  expenses  for  the  Company decreased by 28.7%, to
$321,812  for  the three months period ended June 30, 2005 from $451,542 for the
three  months  ended  June  30,  2004. Once again, planned reductions, including
substantial remuneration roll-backs have been implemented.

Design  studio  expenses  for the Company decreased to $Nil for the three months
ended  June 30, 2005 versus $52,108 for the same period last year. This decrease
relates to the closing of our design studio in Canada and England.

Interest  expense  for  the  Company  for  the  three months ended June 30, 2005
increased to $58,525 from $39,783 for the three months ended June 30, 2004. This
increase  in  interest  expense is attributable to the increase in our borrowing
rate.

The net income for the three months ended June 30, 2005 was $157,686 as compared
to  a loss of $395,781 for the three months ended June 30, 2004. This income for
the  period  is  attributable  to  the  increased  sales and margins and expense
reductions.

Basic and diluted income per share for the three months ended June 30, 2005 were
$0.06,  the  as  compared  to a loss of $0.14 last year. Earnings per share were
calculated  based on the weighted average number of common shares as of June 30,
2005 of 2,755,214 and June 30, 2004 of 2,755,214 and shares.

Six months ended June 30, 2005 as compared to six months ended June 30, 2004.

Revenues for the six months ended June 30, 2005 were $4,511,047, a 1.9% increase
over  prior year revenues of $4,427,684. The whole industry in North America has
seen a significant decline in wallpaper sales over the past few months. Revenues
have increased through retail and ancillary sales.

Gross  profits as a percentage of revenue for the six months ended June 30, 2005
was  43.7%,  as compared to the same period one-year ago of 35.1%. This Increase
in  gross profit margins can be attributed to a change in sales mix between case
lot  and  room  lot  sales  and  increased  retail sales as price increases were
instituted effective January 1, 2005.

Selling  expenses  have  decreased by 17.7% to $756,650 for the six-month period
ended  June 30, 2005 as compared to $918,888 for the same period last year. This
decrease  relates  to  reduced expenses a conscious effort to reduce expenses to
reflect the drop in sales.

                                       9
<PAGE>
General  and  administrative  expenses  for  the  Company decreased by 33.8%, to
$626,337  for the six month period ended June 30, 2005 from $946,905 for the six
months  ended June 30, 2004. Once again, reductions were achieved by substantial
cuts in remuneration packages and other expenses.

Design  studio  expenses  for  the  Company decreased to $Nil for the six months
ended June 30, 2005 versus $100,451 for the same period last year. This decrease
relates to reduced expenses due to the closing of the Ontario studios.

Interest  expense  for  the  Company  for  the  six  months  ended June 30, 2005
increased  to $108,422 from $85,369 for the six months ended June 30, 2004. This
increase in interest expense is attributable to increased interest rates.

The  net  income for the six months ended June 30, 2005 was $113,241 as compared
to a loss of $716,107 for the six months ended June 30, 2004. The income for the
period is attributable to increased sales and margins and lower expenses.

Basic and diluted earnings per share for the six months ended June 30, 2005 were
$0.04  compared  to  a loss of $0.26 for the same period last year. Earnings per
share  were  calculated based on the weighted average number of common shares as
of June 30, 2005 of 2,755,214 and June 30, 2004 of 2,755,214.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  had  a  negative net change in cash of $533,452 for the six months
ended June 30, 2005. The majority of these funds were used to pay down bank debt
and  accounts payable. Funds have been received from related companies to reduce
the mortgages outstanding, and an advance from a related party.

                                       10
<PAGE>
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
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.


                                       11
<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)

                                       12
<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


                                       13