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 September 30, 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)


                              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[ ]

     As of September 30, 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

                               September 30, 2004

                                   (Unaudited)



<PAGE>


                        ROSEDALE DECORATIVE PRODUCTS LTD.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004

                                   (Unaudited)


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


<S>                                                                               <C>
Report of Independent Registered Public Accounting Firm                           2

Interim Consolidated Balance Sheets as of September 30, 2004
      and December 31, 2003                                                     3 - 4

Interim Consolidated Statements of Operations for the three months ended
    September 30, 2004 and September 30,2003                                      5

Interim Consolidated Statements of Operations for the nine months ended
    September 30, 2004 and September 30,2003                                      6


Interim Consolidated Statements of Cash Flows for the nine months ended
    September 30, 2004 and September 30, 2003                                   7 - 8

Interim Consolidated Statements of Stockholders' Equity for the nine months
    ended September 30, 2004 and December 31, 2003                                9

Condensed Notes to Interim Consolidated Financial Statements                     10

</TABLE>


                                       1
<PAGE>

             Report of Independent Registered Public Accounting Firm


We have  reviewed the  accompanying  interim  financial  statements  of Rosedale
Decorative  Products  Limited as of September 30, 2004 and the  three-month  and
nine-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
November 26, 2004                                                Chartered
Accountants

                                       2

<PAGE>


ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of September 30, 2004 and December 31, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                      2004              2003
                                                                        $                 $

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

           Cash                                                     196,015         1,312,534
           Accounts receivable                                    1,915,744         1,399,731
           Inventory                                              3,491,342         3,565,498
           Prepaid expenses and sundry assets                        94,738           240,150
           Mortgages receivable                                     113,728           380,625
                                                           ----------------     -------------

                                                                  5,811,567         6,898,538

       LOAN RECEIVABLE FROM AFFILIATED COMPANY                          568            21,154

       PROPERTY, PLANT AND EQUIPMENT                              2,270,325         2,390,858
                                                           ----------------     -------------











                                                                  8,082,460         9,310,550
                                                           ================     =============
</TABLE>





          See condensed notes to the consolidated financial statements




                                        3
<PAGE>


ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of September 30, 2004 and December 31, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                       2004              2003

                                                                         $                 $

                                                      LIABILITIES
       CURRENT LIABILITIES

<S>                                                               <C>               <C>
           Bank indebtedness                                      3,161,065         3,676,960
           Accounts payable and accrued expenses                  2,595,008         2,302,407
           Income tax payable                                         7,647                 -
           Due to stockholders and directors                             -                  -
                                                           ----------------     -------------

                                                                  5,763,720         5,979,367

       DEFERRED INCOME TAXES                                        192,555           187,373

                                                           ----------------     -------------
                                                                  5,956,275         6,166,740
                                                           ----------------     -------------

                                                 STOCKHOLDERS' EQUITY

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

       ADDITIONAL PAID-IN CAPITAL                                   142,314           142,314

       ACCCUMULATED OTHER COMPREHENSIVE
           INCOME                                                   296,352           288,142

       DEFICIT                                                  (3,341,763)       (2,315,928)
                                                           ----------------     -------------

                                                                  2,126,185         3,143,810

                                                           ----------------     -------------
                                                                  8,082,460         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 September 30, 2004 and September 30, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                            Three-months         Three-months
                                                                ended               ended
                                                            September 30,       September 30,
                                                                 2004                2003
                                                                  $                   $

<S>                                                             <C>                 <C>
       SALES                                                    2,253,899           2,506,181

       COST OF SALES                                            1,484,777           1,356,053

                                                           --------------       -------------
       GROSS PROFIT                                               769,122           1,150,128
                                                           --------------       -------------

       OPERATING EXPENSES

           General and administrative                             353,753             285,622
           Selling                                                391,958             402,025
           Design studio                                           45,968              97,332
           Book development costs                                  57,353              54,252
           Amortization                                           160,245             181,091
           Interest Expense                                       `58,167              38,325
           Exchange gains on foreign exchange contracts              (324)             (5,896)
           Loss on exchange                                         6,913                   -
           Moving Expense                                           4,817                   -
                                                           --------------       -------------

       TOTAL OPERATING EXPENSES                                 1,078,850           1,448,363
                                                           --------------       -------------

           NET (LOSS) EARNINGS                                   (309,728)             97,377
                                                           ==============       =============

       Basic and Diluted Net (Loss)Earnings Per Share               (0.11)               0.04
                                                           ==============       =============

       Weighted average number of common shares
           outstanding                                          2,755,214           2,755,214
                                                           ==============       =============
</TABLE>

          See condensed notes to the consolidated financial statements


                                        5
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Operations
For the period ended September 30, 2004 and September 30, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                       Nine-months         Nine-months
                                                                          ended               ended
                                                                       September 30,       September 30,
                                                                           2004                2003

                                                                               $                $

<S>                                                                    <C>                 <C>
       SALES                                                           6,681,583           8,113,853

       COST OF SALES                                                   4,356,332           4,681,943
                                                                  --------------      --------------

       GROSS PROFIT                                                    2,325,251           3,431,910
                                                                  --------------      --------------

       OPERATING EXPENSES

           General and administrative                                  1,188,609           1,207,192
           Selling                                                     1,310,846           1,420,883
           Design studio                                                 146,419             312,995
           Book development costs                                        169,402             157,409
           Amortization                                                  473,310             515,337
           Interest expense                                              143,536             119,105
           Exchange gain on foreign exchange contracts                   (41,214)            (81,491)
           Gain on exchange                                              (44,639)                  -
           Moving Expense                                                  4,817                   -
                                                                  --------------      --------------
       TOTAL OPERATING EXPENSES                                        3,351,086           3,651,430

                                                                  --------------      --------------
       LOSS BEFORE INCOME TAXES                                       (1,025,835)           (219,520)

           Income taxes                                                        -                   -
                                                                  --------------      --------------

       NET LOSS                                                       (1,025,835)           (219,520)

                                                                  ==============      ==============
       Basic and Diluted Loss Per Share                                    (0.37)              (0.08)
                                                                  ==============      ==============

       Weighted average number of common shares
           outstanding                                                 2,755,214           2,755,370
                                                                  ==============      ==============
</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 September 30, 2004 and September 30, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                  Nine-months         Nine-months
                                                                                     ended               ended
                                                                                  September 30,       September 30,
                                                                                      2004                2003

                                                                                        $                   $

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

           Net Loss                                                                 (1,025,835)        (1,723,815)
                                                                                --------------     ---------------
           Adjustments to reconcile net income (loss) to net cash used in
                operating activities:

           Loss on sale of subsidiary                                                        -           1,451,169
           Amortization of property, plant and equipment                               473,310             538,917
           Exchange gain on foreign exchange contracts                                 (41,214)            (50,356)
           Increase in accounts receivable                                            (516,013)           (272,673)
           Decrease in inventory                                                        74,156             774,472
           (Increase) decrease in prepaid expenses and sundry assets                   145,411              11,618
           Increase (decrease) in accounts payable and accrued expenses                333,814          (1,051,233)
           Decrease in income taxes payable                                             12,830             (14,224)
                                                                                --------------     ---------------

                Total adjustments                                                      482,294           1,387,690
                                                                                --------------     ---------------

           Net cash provided by (used in) operating activities                        (543,541)           (336,125)
                                                                                --------------     ---------------

       Cash flows from investing activities:

           Proceeds from sale of subsidiary                                                  -             360,188
           Purchase of property, plant and equipment                                  (352,777)           (564,842)
                                                                                --------------     ---------------

           Net cash used in investing activities                                      (352,777)           (204,654)
                                                                                --------------     ---------------
</TABLE>


          See condensed notes to the consolidated financial statements

                                       7
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
For the period ended September 30, 2004 and September 30, 2003
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                  Nine-months       Nine-months
                                                                                    ended            ended
                                                                                 September 30,     September 30,
                                                                                    2004                2003

                                                                                     $                    $

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

            (Repayment of) proceeds from bank indebtedness                             (515,895)           594,876
            Loans to affiliated company                                                  20,856            (21,529)
            Purchase of Treasury Stock                                                        -                (42)
            Repayment of mortgages receivable                                           266,897           (372,345)
                                                                                ---------------    ---------------

            Net cash provided by (used in) financing activities                        (228,412)           200,960
                                                                                ---------------    ---------------

       Effect of foreign currency exchange rate changes                                   8,211            175,738
                                                                                ---------------    ---------------

       Net decrease in cash and cash equivalents                                     (1,116,519)          (164,081)

       Cash and cash equivalents, beginning of year                                   1,312,534          1,186,436
                                                                                ---------------    ---------------

       End of nine month period ended September 30                                      196,015          1,022,355

                                                                                ===============    ===============
       Income taxes paid                                                                  8,474                  -

                                                                                ===============    ===============
       Interest paid                                                                    126,718            105,103
                                                                                ===============    ===============
</TABLE>

          See condensed notes to the consolidated financial statements

                                       8
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of changes in Stockholders' Equity
For the period ended September 30, 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        Comprehensive
 Income (loss)                      Shares      Amount        Capital      Earnings(deficit)                       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             -            -                -               -             8,210             8,210

Net loss for the
     nine-month period to
     September 30, 2004                  -            -                -      (1,025,835)       (1,025,835)                -
                                -----------  ----------       ----------      ----------         ---------          ---------

Balance as of September 30,
    2004                         2,755,214    5,029,282          142,314      (3,341,763)       (1,017,625)          296,352
                               ============  ==========       ==========      ==========        ==========          =========
</TABLE>


          See condensed notes to the consolidated financial statements

                                       9
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Condensed Notes to Consolidated Financial Statements
As of September 30, 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  to
                  guarantee the debt of a related party.


                                       10
<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.



                     MANAGEMENTS DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operation

Three  months  ended  September  30,  2004 as  compared  to three  months  ended
September 30, 2003.

Revenues for the three months ended  September 30, 2004 were  $2,253,899,  a 10%
decrease over prior year revenues of $2,506,181.  The third quarter continued to
show a significant  decline in wallpaper sales  throughout the whole industry in
North America. To compensate,  we are making every effort to increase our market
share and are also looking into different  avenues with the idea of diversifying
in a very competitive market.

Gross  profits as a percentage  of revenue for the three months ended  September
30, 2004 was 34.1%, as compared to the same period  one-year ago of 45.9%.  This
decrease in gross profit  margins can be attributed to a change in the sales mix
with lower sales volume to the U.S. along with the drop in the value of the U.S.
dollar vs the Canadian dollar and increased sales to chains which generate lower
margins.

Selling  expenses have decreased by 2.5% to $391,958 for the three-month  period
ended  September 30, 2004 as compared to $402,025 for the same period last year.
This small  decrease  relates to reductions  in expenses to  compensate  for the
lower sales being achieved.

General and  administrative  expenses  for the Company  increased  by 23.4%,  to
$353,753 for the three months period ended  September 30, 2004 from $285,622 for
the three months ended  September 30, 2003.  The planned  reductions,  including
substantial  remuneration roll backs, were offset by increased  insurance costs.
2003 3rd quarter  results  included  positive  adjustments for rent and printing
supplies, which distorted the expenses for that period.

                                       11
<PAGE>

Book  development  costs and subsidy for the three-month  period ended September
30,  2004 was $57,353  compared  to $54,252 for the same period last year.  This
increase in expenses can be attributed to the exchange value for conversion.

Design  studio  expenses  for the Company  decreased by 52.8% to $47,968 for the
three months ended  September  30, 2004 versus  $97,332 for the same period last
year. This decrease  relates to the closing of our design studio in Canada.  Our
design studio in England still remains.

Interest  expense for the Company for the three months ended  September 30, 2004
increased to $58,167 from $38,325 for the three months ended September 30, 2003.
This  increase  in  interest  expense  is  attributable  to an  increase  in our
borrowings and reduced interest income from mortgage receivables.

The net loss for the three  months  ended  September  30,  2004 was  $309,728 as
compared to an income of $97,377 for the three months ended  September 30, 2003.
This loss for the  period is  attributable  to the  reduction  in sales and much
lower margins being partly offset by expense reductions.

Basic and diluted loss per share for the three months ended  September  30, 2004
were  $0.11,  as  compared to income per share of $0.04 for the same period last
year. Earnings per share were calculated based on the weighted average number of
common  shares as of September  30, 2004 of 2,755,214  and September 30, 2003 of
2,755,214 and shares.


Nine months ended  September 30, 2004 as compared to nine months ended September
30, 2003.

Revenues for the nine months ended September 30, 2004 were  $6,681,583,  a 17.7%
decrease over prior year  revenues of  $8,113,853.  The whole  industry in North
America  continues to record a significant  decline in wallpaper  sales over the
past few months. By not renewing the contracts of our design team in Canada, our
sales have declined as we will only launch one collection  this year compared to
approximately  six, but our  profitability  will be  positively  impacted as the
sales per collection were to low to maintain profitability.

Gross profits as a percentage of revenue for the nine months ended September 30,
2004 was 34.8%,  as  compared  to the same period  one-year  ago of 42.3%.  This
decrease in gross profit  margins can be attributed to lower sales volume to the
U.S., a drop in the U.S. dollar and lower margins  achieved from chain business,
which we obtained this year.

Selling expenses have decreased by 7.7% to $1,310,846 for the nine-month  period
ended  September  30, 2004 as compared  to  $1,420,883  for the same period last
year.  This  decrease  relates to the slump in sales and a  conscious  effort to
reduce expenses.

General and  administrative  expenses  for the  Company  decreased  by 1.5%,  to
$1,188,609  for the nine month period ended  September 30, 2004 from  $1,207,192
for the nine  months  ended  September  30,  2003.  Once  again,  reductions  in
remuneration packages were offset by higher insurance rates.

                                       12
<PAGE>

Book  development  costs for the nine-month  period ended September 30, 2004 was
$169,402  compared  to $157,409  for the same  period last year.  As the Ontario
division is a distributor as well as a converter of wallpaper,  it is imperative
that we keep our books in the  marketplace.  The market is very  competitive and
retailers are looking for more concessions, especially on the cost of books.

Design studio expenses for the Company decreased by 53% to $146,419 for the nine
months ended  September 30, 2004 versus  $312,995 for the same period last year.
This decrease relates to the closing of the Ontario studio.

Interest  expense for the Company for the nine months ended  September  30, 2004
increased to $143,536  from  $119,105 for the nine months  ended  September  30,
2003.  This  increase in interest  expense is  attributable  to the  increase in
average  borrowings  and the  reduction  in  interest  expense  as the  mortgage
receivables are being repaid.

The net loss for the nine months  ended  September  30, 2004 was  $1,025,835  as
compared to $219,520 for the nine months ended September 30, 2003. This loss for
the period is attributable to the reduction in sales and lower margins.

Basic and diluted  loss per share for the nine months ended  September  30, 2004
were $0.37  compared to $0.08 for the same period last year.  Earnings per share
were  calculated  based on the weighted  average  number of common  shares as of
September 30, 2004 of 2,755,214 and September 30, 2003 of 2,755,370.


Liquidity and Capital Resources

The Company had a negative net change in cash of $1,116,5195 for the nine months
ended September 30, 2004. The majority of these funds were used to pay down bank
debt and  funding  working  capital.  Funds  have  been  received  from  related
companies to reduce the mortgages outstanding.

Cash flows used in investing activities for the nine months ending September 30,
2004 were  $352,777.  This  reflected  planned  capital  addition for cylinders,
designs and engravings for new collections as well as leasehold  improvements at
our retail location.

                                       13
<PAGE>


Item 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Based on an  evaluation  as of the end of the period  covered by this  quarterly
report,  the  Company's  principal  executive  officer and  principal  financial
officer have concluded that the Company's disclosure controls and procedures (as
defined  in Rule  13a-15(e)  under  the  Securities  Exchange  Act of 1934  (the
"Exchange Act")) are effective for the purposes set forth in such definition.

Changes in Internal Control

There have not been any changes in the Company's internal control over financial
reporting  identified in connection  with the  evaluation  discussed  above that
occurred during the Company's last fiscal quarter that have materially affected,
or are reasonably likely to materially  affect,  the Company's  internal control
over financial reporting.

                                       14
<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 Principal Financial Officer
         Exhibit 31.2 Certification of Principal Executive Officer
         Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350
         Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350


         (b) Reports on Form 8-K

         None.

                                       15
<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:    December 14, 2004            By:    /s/Sidney Ackerman
                                             ------------------
                                                Sidney Ackerman
                                                President

Date:    December 14, 2004            By:    /s/Norman G. Maxwell
                                              --------------------
                                                 Norman G. Maxwell
                                                 Chief Financial Officer

                                       16