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, 2004

[ ]  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)


                               731 Millway Avenue
                                Concord, Ontario
                                 Canada L4K 3S8
                    (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[ ]

     As of March 31, 2004,  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

                        ROSEDALE DECORATIVE PRODUCTS LTD.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2004

                                   (Unaudited)


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


<S>                                                                             <C>
 Interim Consolidated Balance Sheets as of March 31, 2004
     and December 31, 2003                                                      3 - 4

 Interim Consolidated Statements of Operations for the three months ended
     March 31, 2004 and March 31,2003                                               5


 Interim Consolidated Statements of Cash Flows for the three months ended
     March 31, 2004 and March 31, 2003                                          6 - 7

 Interim Consolidated Statements of Stockholders' Equity for the three months
     ended March 31, 2004 and December 31, 2003                                     8

 Condensed Notes to Interim Consolidated Financial Statements                       9

</TABLE>

                                       2
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of March 31, 2004 and December 31, 2003
(Amounts expressed in US dollars)
(Unaudited)


<TABLE>
<CAPTION>

                                                                       2004              2003


                                                                         $                $

                                                        ASSETS
<S>                                                                  <C>                <C>
       CURRENT ASSETS

           Cash                                                     756,218         1,312,534
           Accounts receivable                                    2,033,141         1,399,731
           Inventory                                              3,565,845         3,565,498
           Prepaid expenses and sundry assets                       227,521           240,150
           Income taxes recoverable                                 376,328                 -
                                                                ------------      ------------
                                                                  6,959,053         7,249,033

       ADVANCES FROM RELATED PARTY                                   23.482            21,154

       MORTGAGES RECEIVABLE                                                           380,625

       EQUIPMENT                                                  2,348,862         2,390,858
                                                                ------------      ------------

                                                                  9,331,397         9,310,550
                                                                ============      ============
</TABLE>

          See condensed notes to the consolidated financial statements


                                       3
<PAGE>





ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of March 31, 2004 and December 31, 2003
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>


                                                                       2004              2003

                                                                         $                 $

                                                      LIABILITIES
       CURRENT LIABILITIES

<S>                                                                   <C>               <C>
        Bank indebtedness                                         3,553,725         3,676,960
        Accounts payable and accrued expenses                     2,833,661         2,302,407

                                                                 ------------    ------------

                                                                  6,387,386         5,979,367

       DEFERRED INCOME TAXES                                        181,270           187,373

                                                                 ------------    ------------
                                                                  6,568,656         6,166,740


                                                 STOCKHOLDERS' EQUITY

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

       ADDITIONAL PAID-IN CAPITAL                                   142,314           142,314

       ACCCUMULATED OTHER COMPREHENSIVE LOSS                        227,400           288,142

       DEFICIT                                                   (2,636,255)       (2,315,928)
                                                                 ------------    ------------

                                                                  2,762,741         3,143,810
                                                                 ------------    ------------
                                                                  9,331,397         9,310,550
                                                                 ============    ============
</TABLE>




          See condensed notes to the consolidated financial statements



                                       4
<PAGE>


ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Operations
For the period ended March 31, 2004 and March 31, 2003
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                                                               Three-months        Three-months
                                                                                  ended               ended
                                                                                 March 31,           March 31,
                                                                                   2004                2003

                                                                                    $                   $

<S>                                                                                  <C>                 <C>
       SALES                                                                     2,321,229           3,042,423

       COST OF SALES                                                             1,458,397           1,798,848

                                                                                ------------       ------------
       GROSS PROFIT                                                                862,832           1,243,575
                                                                                ------------       ------------

       OPERATING EXPENSES

           General and administrative                                              438,450             406,484
           Selling                                                                 502,772             498,043
           Design studio                                                            48,343              91,061
           Book development costs (recovery)                                        56,913              49,675
           Amortization                                                            159,015             162,631
           Interest expense
           Exchange gain on foreign exchange contracts                             (24,928)            (57,356)

           Gain on exchange                                                        (42,992)                  -
                                                                                ------------       ------------

       TOTAL OPERATING EXPENSES                                                  1,183,158           1,186,576
                                                                                ------------       ------------

       NET (LOSS) INCOME                                                          (320,326)             56,999
                                                                                ============       ============


       Basic and Diluted Net Income (Loss) Per Share                                 (0.12)               0.02
                                                                                ============       ============
       Weighted average number of common shares
           outstanding                                                           2,755,214           2,755,514
                                                                                ============       ============
</TABLE>



          See condensed notes to the consolidated financial statements



                                       5
<PAGE>


ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
For the period ended March 31, 2004 and March 31, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                                 Three-months        Three-months
                                                                                     ended               ended
                                                                                    March 31,           March 31,
                                                                                      2004                2003

                                                                                        $                   $

<S>                                                                                  <C>                <C>
       Cash flows from operating activities:

           Net loss                                                               (320,326)         (1,298,739)
                                                                                ------------       ------------

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

           Loss on sale of subsidiary
                                                                                         -           1,397,632
           Amortization of property, plant and equipment                           159,015             356,403
           Exchange gain on foreign exchange contracts                             (24,928)            (33,047)
           (Increase) decrease in accounts receivable                             (646,011)           (642,991)
           (Increase) decrease in inventory                                        (59,448)            641,733
           (Increase) decrease in prepaid expenses and sundry assets               (30,194)             (7,001)
           Increase (decrease) in accounts payable and accrued expenses            554,498            (844,510)
           Increase (decrease) in income taxes payable                              (3,968)             (3,464)

                                                                                ------------       ------------
                Total adjustments                                                  (51,036)            864,755
                                                                                ------------       ------------

           Net cash used in operating activities                                  (371,362)           (433,984)

                                                                                ------------       ------------
       Cash flows from investing activities:

           Proceeds from sale of subsidiary
                                                                                         -             346,899
           Purchase of property, plant and equipment                              (144,086)           (406,582)
                                                                                ------------       ------------

           Net cash used in investing activities                                  (144,086)            (59,683)
                                                                                ------------       ------------
</TABLE>

          See condensed notes to the consolidated financial statements


                                       6
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
For the period ended March 31, 2004 and March 31, 2003
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                Three-months       Three-months
                                                                                  ended               ended
                                                                                 March 31,           March 31,
                                                                                   2004                2003
                                                                                                    (restated)
                                                                                    $                   $

<S>                                                                                <C>                  <C>
       Cash flows from financing activities:

            (Repayment of) proceeds from bank indebtedness                        55,395            357,669
            Repayment of loans with affiliated companies                         (13,963)           (10,581)
            Repayment of loans to stockholders & directors                             -           (358,608)
                                                                              ------------       ------------

            Net cash used in financing activities                                 41,432            (11,520)
                                                                              ------------       ------------

       Effect of foreign currency exchange rate changes                           56,664             74,299
                                                                              ------------       ------------

       Net increase (decrease) in cash and cash equivalents                     (417,352)          (430,888)
       Cash and cash equivalents, beginning of year                            1,173,570          1,186,436

                                                                              ------------       ------------
       End of three month period ended March 31                                  756,218            755,548

                                                                              ============       ============
       Income taxes paid                                                               -                  -

                                                                              ============       ============
       Interest paid                                                              37,123             51,903
                                                                              ============       ============
</TABLE>


          See condensed notes to the consolidated financial statements


                                        7
<PAGE>



ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of changes in Stockholders' Equity
For the period ended March 31, 2004 and December 31, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

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

<S>                                 <C>              <C>             <C>                <C>               <C>                <C>
Balance as of December 31,
    2002                         2,755,514        5,029,355         142,314              678,250                 -        (459,997)

  Repurchase for Treasury
    Stock                             (300)             (73)              -                    -                 -               -

  Foreign currency translation           -                -               -                    -           748,139         748,139

     Net income for the year             -                -               -           (2,994,178)       (2,994,178)              -

                             -------------    --------------     -----------     ------------------   -------------    ------------
Balance as of December 31,
    2003                         2,755,214        5,029,282         142,314           (2,315,928)       (2,246,039)        288,142

Foreign currency translation             -                -               -                    -          (124,507)       (124,507)

Net loss for the
     three-month period to
     March 31, 2004                      -                -               -             (320,326)         (320,326)              -

                             -------------    --------------      -----------     ------------------   -------------   ------------
Balance as of March 31,
    2004                         2,755,214        5,029,282         142,314           (2,636,255)         (444,833)        227,400
                             =============    ==============     ============     ==================   =============   ============

</TABLE>



          See condensed notes to the consolidated financial statements


                                       8
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Condensed Notes to Consolidated Financial Statements
As of March 31, 2004
(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, 2004.  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. As at year-end,  the indebtedness of this company
          amounted to $632,000. This loan was made to purchase life insurance, a
          portion of which represents the keyman life insurance policy for which
          the company is beneficiency.

     b)   The  company  has  issued  standby  letters of credit in favour of the
          Laurentian Bank of Canada in the amount of $194,000.


SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS



                                       9
<PAGE>

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.

                     MANAGEMENTS DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operation

Three  months  ended March 31, 2004 as compared to three  months ended March 31,
2003.

Revenues  for the three  months  ended March 31, 2004 were  $2,321,229,  a 23.7%
decrease over prior year revenues of $3,042,423.  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.  It is
anticipated that a turnaround may occur in the latter part of 2004. 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,
2004 was 37.2%,  as  compared  to the same period  one-year  ago of 40.9%.  This
decrease in gross profit  margins can be attributed to a change in the sales mix
with  lower  sales  volume  to the  U.S.  Also,  the  U.S.  dollar  has  dropped
significantly against the Canadian dollar which affects our margins.

Selling  expenses have increased by 0.9% to $502,772 for the three-month  period
ended March 31, 2004 as compared to $498,043 for the same period last year. This
minimal increase relates to general  inflation costs especially in freight costs
due to fuel surcharges  being applied by all carriers.  Steps have been taken to
reduce sales  expenses in the last half of 2004, as we have laid off sales reps,
cut promotional costs, travel and certain pay reductions have been instituted.

General and  administrative  expenses  for the  Company  increased  by 7.8%,  to
$438,450 for the three months  period ended March 31, 2004 from $498,043 for the
three months ended March 31, 2003.  Reductions in salaries were offset by higher
insurance  costs  for both  commercial  coverage  and  directors  and  officers'
coverage.  Further  cuts have been put in place to reduce  expenses  as a whole.
These savings will show in the last half of the year.



                                       10
<PAGE>

The  Company  develops  wallpaper  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 previous 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  costs for the
three-month  period ended March 31, 2004 was $56,913 compared to $49,675 for the
same period last year.  This increase can be attributed the exchange  difference
in the U.S.  dollar as the Canadian  value remained the same. The market is very
competitive and retailers are looking for more concessions, especially on books.
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.

Design  studio  expenses  for the Company  decreased by 47.0% to $48,343 for the
three months ended March 31, 2004 versus  $91,061 for the same period last year.
This  decrease is  attributable  to the closing of  Ontario's  design  studio in
January 2004.

Operating  loss for the three months ended March 31, 2004  decreased to $342,661
from income of $35,681 for the three months  ended March 31, 2003.  This relates
to the decrease in sales.

Interest  expense  for the  Company  for the three  months  ended March 31, 2004
increased  to $45,585  from  $36,037 for the three  months ended March 31, 2003.
This  increase  in  interest  expense  is  attributable  to  increased   average
borrowings for the quarter.

The net loss for the three  months ended March 31, 2004 was $320,326 as compared
to net income of $56,999 for the three months ended March 31, 2003.  Again, this
is  attributable  to the  decrease in sales.  Management  has taken steps to cut
approximately $1,375,000 from expenses on an annualized basis. Approximately 60%
will show in the later part of this year.

Basic and diluted  loss per share for the three months ended March 31, 2004 were
$0.12  compared to income of $0.02 for the same period last year.  Earnings  per
share were calculated  based on the weighted  average number of common shares as
of March 31, 2004 of 2,755,514 and March 31, 2003 of 2,755,214 and shares.



Liquidity and Capital Resources

The Company had a negative  net change in cash of $427,086  for the three months
ended March 31, 2004 with the net loss creating the majority of the movement.

Cash flows used in investing  activities  for the three months  ending March 31,
2004  were  $144,086.  Planned  capital  addition  for  cylinders,  designs  and
engravings for new collections were purchased during the quarter plus additional
leaseholds to improve the retail operation.



                                       11
<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 and chief financial officer, of the effectiveness of
the design and operation of our  disclosure  procedures.  Based on  management's
evaluation  as of as of the  end of the  period  covered  by  this  report,  our
principal  executive officer and principal financial officer have 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.


                                       12
<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

         None.


Item 5.  Other Information

         None.


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits


Exhibit 31.1 - Certification of CEO pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002

Exhibit 31.2 - Certification of CFO pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002

Exhibit 32.1 - Certification of CEO pursuant to 18 U.S.C.  Section 1350
Exhibit 32.1 - Certification of CFO pursuant to 18 U.S.C.  Section 1350

     b) Reports on Form 8-K

          1) Changes in Registrants certifying accountant April 15, 2004


                                       13
<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 30, 2004                       By:   /s/ Sidney Ackerman
                                                     -------------------
                                                         Sidney Ackerman
                                                         President

Date:    August 30, 2004                       By:   /s/ Norman G. Maxwell
                                                     ---------------------
                                                         Norman G. Maxwell

                                                         Chief Financial Officer


                                       14