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, 2000

[ ]  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)
<TABLE>
<CAPTION>

<S>                                                                          <C>
                  Ontario, Canada                                            5110
         (State or other jurisdiction of                        (Primary Standard Industrial
         incorporation or organization)                          Classification Code Number)
</TABLE>


                               731 Millway Avenue
                                Concord, Ontario
                                 Canada L4K 3S8
                    (Address of principal executive offices)

                                 (619) 794-2602
              (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[ ]

         As of June 30, 2000, 2,780,414 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



                        ROSEDALE DECORATIVE PRODUCTS LTD.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2000

                                   (Unaudited)


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

       <S>                                                                                    <C>
       Interim Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999           2 - 3

       Interim Consolidated Statements of Income for the three months ended
        June 30, 2000 and June 30,1999                                                         4

       Interim Consolidated Statements of Income for the six months ended
        June 30, 2000 and June 30,1999                                                         5

       Interim Consolidated Statements of Cash Flows for the six months ended
       June 30, 2000 and June 30, 1999                                                          6 - 7

       Interim  Consolidated  Statements  of  Stockholders'  Equity  for the six
        months ended June 30, 2000 and June 30, 1999                                            8

       Condensed Notes to Interim Consolidated Financial Statements                             9

</TABLE>





                                        1
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of June 30, 2000 and December 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                      2000                1999
                                                                                        $                   $

                                     ASSETS
       CURRENT ASSETS

<S>                                                                              <C>                 <C>
           Cash                                                                  1,682,808           3,240,720
           Accounts receivable                                                   4,846,617           3,341,592
           Inventory                                                             6,870,716           7,385,373
           Prepaid expenses and sundry assets                                      637,405             626,074
           Income taxes recoverable                                                 18,395              95,827
                                                                                ----------          ----------

                                                                                14,055,941          14,689,586


       LOAN RECEIVABLE FROM AFFILIATED COMPANY                                       -                   2,054

       DEFERRED PRODUCT COSTS                                                      629,699             861,366

       MORTGAGES RECEIVABLE                                                        333,297             341,910

       PROPERTY, PLANT AND EQUIPMENT                                             2,947,934           2,901,705
                                                                                ----------          ----------

                                                                                17,966,871          18,796,621
                                                                                ----------          ----------
</TABLE>







          See condensed notes to the consolidated financial statements



                                        2

<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of June 30, 2000 and December 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                                      2000                1999

                                                                                        $                   $

                                   LIABILITIES
       CURRENT LIABILITIES

<S>                                                                              <C>                 <C>
           Bank indebtedness                                                     4,032,835           4,744,567
           Accounts payable and accrued expenses                                 4,998,022           5,289,746
                                                                                ----------          ----------

                                                                                 9,030,857          10,034,313


       DUE TO STOCKHOLDERS & DIRECTORS                                             974,679           1,560,918

       DUE TO AFFILIATED COMPANIES                                                 706,741                   -

       DEFERRED INCOME TAXES                                                       214,373             219,913
                                                                                ----------          ----------

                                                                                10,926,650          11,815,144
                                                                                ----------          ----------

                                                 STOCKHOLDERS' EQUITY

       COMMON STOCK                                                              5,061,956           5,061,956

       TREASURY STOCK                                                              (6,238)                   -

       ADDITIONAL PAID-IN CAPITAL                                                  142,314             142,314

       ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                              (111,281)             66,849

       RETAINED EARNINGS                                                         1,953,470           1,710,358
                                                                                ----------          ----------

                                                                                 7,040,221           6,981,477
                                                                                ----------          ----------

                                                                                17,966,871          18,796,621
                                                                                ==========          ==========

</TABLE>






          See condensed notes to the consolidated financial statements



                                        3
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statement of Income
For the period ended June 30
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                              Three-months        Three-months
                                                                                  June 30,            June 30,
                                                                                      2000                1999

                                                                                        $                   $

<S>                                                                              <C>                 <C>
       SALES                                                                     5,085,579           4,470,560

       COST OF SALES                                                             3,163,518           3,048,796
                                                                                ----------          ----------

       GROSS PROFIT                                                              1,922,061           1,421,764
                                                                                ----------          ----------

       OPERATING EXPENSES

           General and administrative                                              651,560             582,918
           Selling                                                                 688,610             667,828
           Design studio                                                           186,533             178,985
           Book development costs (Recovery)                                        40,525            (30,803)
           Amortization                                                            212,792             181,592
                                                                                ----------          ----------

       TOTAL OPERATING EXPENSES                                                  1,780,020           1,580,520


       OPERATING INCOME (LOSS)                                                     142,041           (158,756)

           Interest expense                                                         92,385             62,702
                                                                                ----------          ----------

       INCOME (LOSS) BEFORE INCOME TAXES                                            49,656           (221,458)

           Income taxes (Recovery)                                                  11,643            (40,530)
                                                                                ----------          ----------

       NET INCOME (LOSS)                                                            38,013           (180,927)
                                                                                ==========          ==========

       Basic and diluted Net Income (Loss) Per Share                                  0.02              (0.07)
                                                                                ==========          ==========

       Weighted average number of common shares
           Outstanding                                                           2,785,555           2,765,000
                                                                                ==========          ==========
</TABLE>

          See condensed notes to the consolidated financial statements


                                        4
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statement of Income
For the period ended June 30
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                Six-months          Six-months
                                                                                  June 30,            June 30,
                                                                                      2000                1999

                                                                                        $                   $

<S>                                                                             <C>                  <C>
       SALES                                                                    11,008,975           9,518,017

       COST OF SALES                                                             6,947,310           5,973,239
                                                                                ----------          ----------

       GROSS PROFIT                                                              4,061,665           3,544,778
                                                                                ----------          ----------

       OPERATING EXPENSES

           General and administrative                                            1,293,398           1,179,506
           Selling                                                               1,394,641           1,229,344
           Design studio                                                           355,252             371,734
           Book development costs                                                   81,805              92,449
           Amortization                                                            429,545             369,134
                                                                                ----------          ----------

       TOTAL OPERATING EXPENSES                                                  3,554,641           3,242,167
                                                                                ----------          ----------

       OPERATING INCOME                                                            507,024             302,611

           Interest expense                                                        183,470              90,289
                                                                                ----------          ----------

       INCOME BEFORE INCOME TAXES                                                  323,554             212,322

           Income taxes                                                             80,442              67,481
                                                                                ----------          ----------

       NET INCOME                                                                  243,112             144,841
                                                                                ==========          ==========

       Basic and diluted Net Income Per Share                                         0.09                0.05
                                                                                ==========          ==========

       Weighted average number of common shares
           Outstanding                                                           2,785,555           2,765,000
                                                                                ==========          ==========
</TABLE>





          See condensed notes to the consolidated financial statements


                                        5
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                              Six-months ended   Six-months ended
                                                                                   June 30            June 30,
                                                                                      2000                1999

                                                                                        $                   $

       Cash flows from operating activities:

<S>                                                                                <C>                 <C>
           Net income                                                              243,112             144,841
                                                                                ----------          ----------

           Adjustments to reconcile net income to net cash provided by (used in)
                operating activities:

           Amortization                                                            429,545             369,134
           Decrease in deferred product costs                                      209,966             204,614
           Increase in accounts receivable                                     (1,589,208)           (783,160)
           Decrease in inventory                                                   328,601             687,801
           Increase in prepaid expenses and sundry assets                         (27,104)           (183,483)
           Decrease in accounts payable and accrued expenses                     (158,461)           (226,428)
           Increase in income taxes payable/recoverable                             75,018               2,049
                                                                                ----------          ----------
                Total adjustments                                                (731,643)              70,527
                                                                                ----------          ----------

           Net cash provided by (used in) operating activities                    (488,531)            215,368


       Cash flows from investing activities:

           Increase in deferred policy costs                                             -                   1
           Purchases of property, plant and equipment                             (548,875)           (773,593)
                                                                                ----------          ----------

           Net cash used in investing activities                                 (548,875)           (773,592)
                                                                                ----------          ----------

</TABLE>




          See condensed notes to the consolidated financial statements



                                        6
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                              Three-months ended  Three-months ended
                                                                                  June 30,            June 30,
                                                                                      2000                1999

                                                                                        $                   $

       Cash flows from financing activities:

<S>                                                                               <C>                  <C>
            (Repayment of) Proceeds from bank indebtedness                        (592,205)            127,356
            (Repayment of) proceeds from loans with affiliated companies          (858,374)              (455)
            (Repayment of) proceeds from Affiliated Companies                       706,741           (79,752)
            Repayment of stockholders' loans                                              -           (58,602)
            Purchase of Treasury Stock                                              (6,238)                  -
            Proceeds from directors loans                                           313,461                  -
                                                                                ----------          ----------

            Net cash used in financing activities                                 (436,615)           (11,453)
                                                                                ----------          ----------

       Effect of foreign currency exchange rate changes                            (83,891)            156,854
                                                                                ----------          ----------

       Net decrease in cash and cash equivalents                                (1,557,912)          (412,823)

       Cash and cash equivalents, January 1, 2000                                 3,240,720          3,417,414
                                                                                ----------          ----------

       End of six month period ended June 30, 2000                                1,682,808          3,004,591
                                                                                ==========          ==========

       Income taxes paid                                                                NIL            146,000
                                                                                ==========          ==========

       Interest paid                                                                242,512            160,875
                                                                                ==========          ==========


</TABLE>



          See condensed notes to the consolidated financial statements




                                        7
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of changes in Stockholders' Equity
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                           Common
                                            Stock         Common      Additional                         Other
                                        Number of          Stock         Paid-in       Retained  Comprehensive
                                           Shares         Amount         Capital       Earnings  Income (loss)
                                    -------------  -------------  --------------  -------------  -------------
                                                              $               $              $              $

       Balance as of December 31,
<S>        <C>                          <C>            <C>               <C>      <C>            <C>
           1998                         2,765,000      5,013,883         142,314     3,238,608       (388,341)

       Issuance of common stock            21,714         48,073              -              -              -


       Foreign currency translation            -              -               -              -         455,190

          Net loss for the year                -              -               -     (1,528,250)             -
                                        ---------      ---------        --------    -----------     -----------

       Balance as of December 31,
           1999                         2,786,714      5,061,956         142,314     1,710,358         66,849


       Purchase of Treasury Stock         (6,300)        (6,238)              -              -              -

       Foreign currency translation            -              -               -              -       (178,130)

       Net income for the six-month
       Period to June 30, 2000                 -              -               -        243,112              -
                                        ---------      ---------        --------    -----------     -----------


       Balance as of June 30,
           2000                         2,780,414      5,055,718         142,314     1,953,470       (111,281)
                                        =========      =========        ========    ===========     ===========
</TABLE>



          See condensed notes to the consolidated financial statements



                                        8
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Condensed Notes to Consolidated Financial Statements
As of June 30,2000
 (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, 2000. Interim financial  statements should be
           read in conjunction  with the Company's  annual audited  consolidated
           financial statements.

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

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

       2.  CONTINGENCIES

           a)   Rosedale has been re-assessed by Revenue Canada and the Province
                of Ontario for fiscal years ended December 31, 1993 and December
                31, 1994 for additional  corporate  income taxes estimated to be
                $765,000.  The company has objected to these  re-assessments and
                has no obligation to pay the portion  relating to Revenue Canada
                in the  amount  of  $500,000  until  the  objections  have  been
                processed.  Since the company considers the re-assessments to be
                incorrect, no liability has been set up in the accounts.  Should
                all or part of the  re-assessments  be  upheld,  the  additional
                income  taxes  would  be  taken  into  account  in the  year  of
                occurrence.

                The company has retained a firm of tax  specialists to represent
                them in  presenting  their case to Revenue  Canada and currently
                the Notices of Objections  are being  considered by the Chief of
                Appeals.


                As at June 30, 2000,  Rosedale  made  payments in respect to the
                above  income tax  re-assessments  amounting  to $248,570 to the
                Province  of Ontario.  This amount has been  included in prepaid
                expenses and sundry assets.


           b)   Rosedale  and  Ontario  have  guaranteed  the   indebtedness  of
                affiliated companies in the amount of $1,716,240 through general
                security  agreements ranking behind the National Bank of Canada.
                As  at  June  30,  2000,  the  indebtedness  of  the  affiliated
                companies amounted to $Nil.

           c)   Rosedale has disputed  invoices from a supplier in the amount of
                approximately $50,000 for which debit notes have been issued. As
                at June 30,  2000,  these debit notes were not cleared  with the
                supplier.

           d)   Rosedale and Ontario have issued  guarantees  secured by general
                security  agreements  for certain  bank loans to two  affiliated
                companies.

                                       9

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

Results of Operation

    Three  months ended June 30, 2000 as compared to three months ended June 30,
1999.

     Revenues for the three months ended June 30, 2000 were $5,085,579,  a 13.8%
increase over prior year revenues of $4,470,560.  This increase  resulted mainly
from an increase in sales in the U.S.  market.  This  represents  a  significant
turn-around in revenues for the Company.  We anticipate that this positive trend
will continue throughout the year.

     Gross  profits as a  percentage  of revenue for the three months ended June
30, 2000 was 37.8%, as compared to the same period  one-year ago of 31.8%.  This
increase in gross profit  margins can be attributed to a change in the sales mix
and sales of  discontinued  inventory at low margins during the same period last
year.

     Selling  expenses  have  increased by 3.1% to $688,610 for the  three-month
period  ended June 30, 2000 as  compared  to  $667,828  for the same period last
year.  Warehousing expense has increased to accommodate additional fabric sales.
Promotion  expenses  increased as a result of our participation in a Canada-wide
wallpaper advertising campaign along with other manufacturers and distributors.

     General and administrative  expenses for the Company increased by 11.8%, to
$651,560 for the three months  period ended June 30, 2000 from  $582,918 for the
three  months  ended  June 30,  1999.  Increased  legal and  insurance  expenses
accounted for the largest  increases with general  inflation  accounting for the
remainder.

     Rosedale develops  wallpaper and fabric sample books, which are created for
each collection and sold through distributors.  The majority of expenditures for
the creation of sample books are incurred in the quarter before the introduction
of a collection.  Some expenditures are incurred as early as six to eight months
in advance.  Revenues  generated  from the sales of sample books are netted from
the costs  incurred in the same period and the net amount is shown on the income
statement.  Because  expenditures are made in the quarter before the launch of a
collection,  there is not always a matching of revenues and expenses e.g.  costs
for a January  launch  would be  recorded  in the  following  year.  The Company
ensures that there are firm orders in place from  customers  before  significant
expenditures  are  incurred to produce  the sample  books.  Therefore,  there is
little  speculative  risk in their  production.  Book  development  cost for the
three-month  period  ended June 30,  2000 was  $40,525  compared  to a profit of
$30,803  for the same period  last year.  This  increase  can be  attributed  to
profits  made on  collections  last year.  As these  sample books are our silent
salesperson,  it is imperative  that we keep our books in the marketplace and on
top of the counters.

<PAGE>
     Design  studio  expenses for the Company  increased by 4.2% to $186,533 for
the three  months  ended June 30, 2000 versus  $178,985 for the same period last
year. Higher costs were incurred to develop new lines for the marketplace.

     Operating  income for the three  months  ended June 30, 2000  increased  to
$142,041 from a loss of $158,756 for the three months ended June 30, 1999.  This
relates  to the  increase  in sales and  gross  margins,  offset  by a  marginal
increase in expenses.

     Interest  expense for the Company for the three  months ended June 30, 2000
increased to $92,385 from $62,702 for the three months ended June 30, 1999. This
increase  in  interest  expense is  attributable  to higher  interest  rates and
increased borrowings.

     Net income for the three months ended June 30, 2000 was $38,013 as compared
to a loss of $180,927 for the three months ended June 30, 1999. The  improvement
in gross margins largely contributed to this increase.

    Basic and fully  diluted  earnings per share for the three months ended June
30, 2000 were $0.02 compared to a loss of$0.07 for the same period last year.



Six months ended June 30, 2000 as compared to Six months ended June 30, 1999.

     Revenues for the six months ended June 30, 2000 were  $11,008,975,  a 15.6%
increase over prior year revenues of $9,518,017.  This increase  resulted mainly
from an  increase  in sales in the U.S.  market,  with  this  positive  trend of
increased revenues anticipated to continue throughout the remainder of the year.

     Gross  profits as a percentage of revenue for the six months ended June 30,
2000 was 36.9%,  as  compared  to the same period  one-year  ago of 37.2%.  This
slight  decrease in gross profit  margins can be  attributed  to a change in the
sales mix. As the  majority of our  purchases  are made in Canadian  dollars,  a
stronger  U.S.  dollar  will have a positive  effect on our gross  profits.  The
company has also begun to manufacture product in Canada, which will reduce costs
as well as improve gross margins. Price increases have been implemented on newly
introduced collections to offset the price increases received from suppliers.

     Selling  expenses have  increased by 13.4% to $1,394,641  for the six-month
period  ended June 30, 2000 as compared to  $1,229,344  for the same period last
year.  Extra sales  people have been hired to increase our presence in our local
market.  The positive  results from this expansion will begin to show results as
the year  progresses.  Promotion  expenses  increased as a result of  successful
trade shows held in the U.S. and Canada and our  participation  in a Canada-wide
wallpaper advertising campaign along with other manufacturers and distributors.

     General and  administrative  expenses for the Company increased by 9.7%, to
$1,293,398 for the six months period ended June 30, 2000 from $1,179,506 for the
six months  ended June 30, 1999.  Such  expenses  decreased  as a percentage  of
revenues from 12.4% to 11.8% during the respective  period.  Increased legal and
consulting  expenses  coupled  with  additional  computer  expenses  required to
develop a P.O.S.  system for the retail  store  generated  the  majority of this
increase.


<PAGE>
     Rosedale develops  wallpaper and fabric sample books, which are created for
each collection and sold through distributors.  The majority of expenditures for
the creation of sample books are incurred in the quarter before the introduction
of a collection.  Some expenditures are incurred as early as six to eight months
in advance.  Revenues  generated  from the sales of sample books are netted from
the costs  incurred in the same period and the net amount is shown on the income
statement.  Because  expenditures are made in the quarter before the launch of a
collection,  there is not always a matching of revenues and expenses e.g.  costs
for a January  launch  would be  recorded  in the  following  year.  The Company
ensures that there are firm orders in place from  customers  before  significant
expenditures  are  incurred to produce  the sample  books.  Therefore,  there is
little  speculative  risk in their  production.  Book  development  cost for the
six-month  period  ended June 30, 2000 was  $81,805  compared to $92,449 for the
same period last year.  This  decrease can be  attributed  to lowering  costs of
manufacturing the books. We are constantly looking for ways to reduce costs.

     Design  studio  expenses for the Company  decreased by 4.4% to $355,252 for
the six months  ended June 30,  2000  versus  $371,734  for the same period last
year.  Staff  reductions and other related savings have been made as we continue
to utilize the CAD system more effectively.

     Operating  income for the six months ended June 30, 2000  increased  68% to
$507,024 from $ 302,611 for the six months ended June 30, 1999.  This relates to
our strong growth in revenues as compared to the previous year.

     Interest  expense for the  Company  for the six months  ended June 30, 2000
increased to $183,470 from $90,289 for the six months ended June 30, 1999.  This
increase  in  interest  expense is  attributable  to higher  interest  rates and
increased borrowings.

     Net income for the six months  ended June 30, 2000 was $243,112 as compared
to $144,841  for the six months ended June 30,  1999.  Increased  revenue is the
largest contributor to this improvement.

    Basic and fully diluted earnings per share for the six months ended June 30,
2000 were $0.09  compared to $0.05 for the same period last year.  Earnings  per
share were calculated based on the weighted average number of shares outstanding
as of June 30, 2000 of 2,785,555 and 2,765,000 shares outstanding as of June 30,
1999.


Liquidity and Capital Resources

     The Company  had a negative  net change in cash of  $1,557,912  for the six
months ended June 30,  2000.  The  principal  sources of cash were Net Income of
$243,112,  a decrease in Inventories and Deferred  Products  Costs.  These items
were off set by cash used to reduce Accounts Payable and an increase in Accounts
Receivable at the end of the period.

     Cash flows used in investing  activities for the six months ending June 30,
2000 were  $548,875.  This  reflected  planned  capital  addition for cylinders,
designs and engravings  for new  collections.  It is the Company's  intention to
continue to utilize a good  portion of these funds to develop new product  lines
of wallpaper and fabric plus continue the  development  of our floor  coverings,
ceiling tiles, and area rug product categories.
<PAGE>
                                     PART II
                                OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         On June 20, 2000, the Company held its Annual Meeting of  stockholders.
The stockholders re-elected all five members to the Company's Board of Directors
for the coming year and ratified the appointment of Schwartz  Levitsky  Feldman,
Chartered Accountants, as the Company's independent certified public accountants
for the 200 fiscal year.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         Exhibit 27:        Financial Data Schedule

         (b)  Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three month
period ended June 30, 2000.




<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:    August 11, 2000                      By:    /s/Alan Fine
                                                        Alan Fine

Date:    August 11, 2000                      By:    /s/Norman G. Maxwell
                                                        Norman G. Maxwell