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, 2003

[ ]  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 June 30, 2003,  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

                                  JUNE 30, 2003

                                   (Unaudited)
<PAGE>
                        ROSEDALE DECORATIVE PRODUCTS LTD.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2003

                                   (Unaudited)


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                      <C>
       Interim Consolidated Balance Sheets as of June 30, 2003
             and December 31, 2002 (historical and pro-forma)                                            2 - 3

       Interim Consolidated Statements of Operations for the three months ended
           June 30, 2003 and June 30,2002                                                                  4

       Interim Consolidated Statements of Operations for the six months ended
           June 30, 2003 and June 30,2002                                                                  5

       Interim Pro-forma Consolidated Statements of Operations for the six
           months ended June 30, 2003                                                                      6

       Interim Consolidated Statements of Cash Flows for the six months ended
           June 30, 2003 and June 30, 2002                                                               7 - 8

       Interim Consolidated Statements of Stockholders' Equity for the six months
           ended June 30, 2003 and December 31, 2002                                                       9

       Condensed Notes to Interim Consolidated Financial Statements                                       10
</TABLE>

                                       1
<PAGE>

ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of June 30, 2003 and December 31, 2002
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                       2003              2002             2002
                                                                                   Historical        Pro-forma

                                                                         $                 $                $

                                              ASSETS
       CURRENT ASSETS
<S>                                                               <C>               <C>              <C>
           Cash                                                   1,022,335         1,186,436        1,168,131
           Accounts receivable                                    2,515,341         3,973,605        2,053,310
           Inventory                                              3,890,423         5,886,464        3,553,392
           Prepaid expenses and sundry assets                        90,203           332,031           80,535
           Income taxes recoverable                                  25,415                -             8,597
                                                                --------------    --------------   --------------

                                                                  7,543,717        11,378,536        6,863,965

       LOAN RECEIVABLE FROM AFFILIATED COMPANY                       72,375            41,975           41,975

       MORTGAGES RECEIVABLE                                         366,218           312,805          312,805

       PROPERTY, PLANT AND EQUIPMENT                              2,448,563         4,279,689        2,008,906
                                                                --------------    --------------   --------------




                                                                 10,430,873        16,013,005        9,227,651
                                                                --------------    --------------   --------------
</TABLE>


          See condensed notes to the consolidated financial statements


                                                           2
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of June 30, 2003 and December 31, 2002
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                       2003              2002             2002
                                                                                   Historical        Pro-forma

                                                                         $                 $                $

                                                      LIABILITIES
       CURRENT LIABILITIES
         <S>                                                         <C>               <C>              <C>
           Bank indebtedness                                      3,363,822         4,710,636        2,428,689
           Accounts payable and accrued expenses                  2,614,892         4,575,714        2,704,739
           Income tax payable                                             -             6,682                -
           Due to stockholders and directors                              -           919,427                -
                                                                --------------    --------------   --------------

                                                                  5,978,714        10,212,459        5,133,428

       DEFERRED INCOME TAXES                                          2,078           410,624            1,775
                                                                --------------    --------------   --------------

                                                                  5,980,792        10,623,083        5,135,203
                                                                --------------    --------------   --------------

                                                 STOCKHOLDERS' EQUITY

       COMMON STOCK                                               5,171,627         5,029,355        5,029,355

       ADDITIONAL PAID-IN CAPITAL                                         -           142,314          142,314

       ACCCUMULATED OTHER COMPREHENSIVE
           INCOME (LOSS)                                            324,019          (459,997)        (462,704)

       RETAINED EARNINGS (DEFICIT)                               (1,045,565)          678,250         (616,517)
                                                                --------------    --------------   --------------

                                                                  4,450,081         5,389,922        4,092,448
                                                                --------------    --------------   --------------

                                                                 10,430,873        16,013,005        9,227,651
                                                                ==============    ==============   ==============
</TABLE>

          See condensed notes to the consolidated financial statements

                                                           3
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Operations
For the period ended June 30, 2003 and June 30, 2002
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                             Three-months         Three-months
                                                                                     ended               ended
                                                                                  June 30,            June 30,
                                                                                      2003                2002
                                                                                                    (restated)
                                                                                        $                   $
<S>                                                                              <C>                 <C>
       SALES                                                                     2,674,444           6,015,427

       COST OF SALES                                                             1,597,620           3,447,791
                                                                               -------------       ------------

       GROSS PROFIT                                                              1,076,824           2,567,636
                                                                               -------------       ------------

       OPERATING EXPENSES

           General and administrative                                              528,906             713,593
           Selling                                                                 526,176             805,382
           Design studio                                                           129,487             190,915
           Book development costs (recovery)                                        53,482             (64,278)
           Amortization                                                            182,514             380,300
                                                                               -------------       ------------

       TOTAL OPERATING EXPENSES                                                  1,420,565           2,025,912
                                                                               -------------       ------------

       OPERATING INCOME (LOSS)                                                    (343,741)            541,724

           Interest expense                                                        (46,038)            (57,906)
           Exchange gain on foreign exchange contracts                              18,240              95,001

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

       INCOME (LOSS) BEFORE INCOME TAXES                                          (371,539)            578,819

           Income taxes                                                                  -             196,837
                                                                               -------------       ------------

       NET INCOME (LOSS)                                                          (371,539)            381,982
                                                                               =============       ============

       Basic and Diluted Net Income (Loss) Per Share                                 (0.14)               0.14
                                                                               =============       ============

       Weighted average number of common shares
           outstanding                                                           2,755,385           2,755,514
                                                                               =============       ============
</TABLE>
          See condensed notes to the consolidated financial statements


                                                           4

<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Operations
For the period ended June 30, 2003 and June 30, 2002
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                               Six-months           Six-months
                                                                                     ended               ended
                                                                                  June 30,            June 30,
                                                                                      2003                2002
                                                                                                    (restated)
                                                                                        $                   $

<S>                                                                              <C>                <C>
       SALES                                                                     7,658,194          11,253,827

       COST OF SALES                                                             4,651,247           6,788,919


       GROSS PROFIT                                                              3,006,947           4,464,908
                                                                               ------------         ------------

       OPERATING EXPENSES

           General and administrative                                            1,181,096           1,389,476
           Selling                                                               1,119,523           1,546,774
           Design studio                                                           307,392             322,123
           Book development costs (recovery)                                       103,157            (73,688)
           Amortization                                                            538,917             667,279
                                                                               ------------         ------------

       TOTAL OPERATING EXPENSES                                                  3,250,085           3,851,964
                                                                               ------------         ------------

       OPERATING INCOME (LOSS)                                                    (243,138)            612,944

           Interest expense                                                       (105,103)           (108,355)
           Exchange gain on foreign exchange contracts                              75,595             126,105
           Loss on sale of subsidiary                                           (1,451,169)                  -
                                                                               ------------         ------------

       INCOME (LOSS) BEFORE INCOME TAXES                                        (1,723,815)            630,694

           Income taxes                                                                  -             221,930
                                                                               ------------         ------------

       NET INCOME (LOSS)                                                        (1,723,815)            408,764
                                                                               ============         ============

       Basic and Diluted Net Income (Loss) Per Share                                 (0.63)               0.15
                                                                               ============         ============

       Weighted average number of common shares
           outstanding                                                           2,755,449           2,755,514
                                                                               ============         ============

</TABLE>


          See condensed notes to the consolidated financial statements

                                        5
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Pro-Forma Interim Consolidated Statements of Operations
For the period ended June 30, 2003 and June 30, 2003 Pro-forma
(Amounts Expressed in US Dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                 Six-months                         Six-months
                                                                      ended                              ended
                                                                   June 30,         Pro-forma         June 30,
                                                                       2003       Adjustments             2003
                                                                  Unaudited          (note 2)        Pro-forma
                                                                 ------------     ------------      ------------
                                                                         $                 $                $
<S>                                                               <C>             <C>                <C>
       SALES                                                      7,658,194       (2,015,691)        5,642,503

       COST OF SALES                                              4,651,247       (1,302,844)        3,348,403


       GROSS PROFIT                                               3,006,947         (712,847)        2,294,100
                                                                 ------------     ------------      ------------

       OPERATING EXPENSES

           General and administrative                             1,181,096         (255,118)          925,978
           Selling                                                1,119,523          (98,955)        1,020,568
           Design studio                                            307,392          (90,171)          217,221
           Book development costs                                   103,157                -           103,157
           Amortization                                             538,917         (201,195)          337,722
                                                                 ------------     ------------      ------------

       TOTAL OPERATING EXPENSES                                   3,250,085         (645,439)        2,604,646
                                                                 ------------     ------------      ------------

       OPERATING LOSS                                              (243,138)         (67,408)         (310,546)

           Interest expense                                        (105,103)          23,910           (81,193)
           Exchange gain on foreign
                exchange contracts                                   75,595                -            75,595
           Loss on sale of subsidiary                            (1,451,169)       1,451,169                 -
                                                                 ------------     ------------      ------------

       LOSS  BEFORE
           INCOME TAXES                                          (1,723,815)       1,407,671          (316,144)

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

       NET LOSS                                                  (1,723,815)       1,407,671          (316,144)
                                                                 ============     ============      ============
           Net loss per Common
                share, basic and diluted                              (0.63)                             (0.11)
                                                                 ============                       ============
           Weighted average number
               of Common shares
               outstanding                                        2,755,449                          2,755,449
                                                                 ============                       ============

</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 June 30, 2003 and June 30, 2002
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                Six-months          Six-months
                                                                                     ended               ended
                                                                                  June 30,            June 30,
                                                                                      2003                2002
                                                                                                    (restated)
                                                                                      $                   $
<S>                                                                              <C>                  <C>
       Cash flows from operating activities:

           Net income (Loss)                                                    (1,723,815)            408,764
                                                                               ------------        ------------

           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                           538,917             667,279
           Exchange gain on foreign exchange contracts                             (50,356)           (126,105)
           Increase in accounts receivable                                        (272,673)         (1,179,938)
           Decrease in inventory                                                   774,472             104,243
           (Increase) decrease in prepaid expenses and sundry assets                11,618              (9,916)
           Increase (decrease) in accounts payable and accrued expenses         (1,051,233)            800,783
           Increase (decrease) in income taxes payable                             (14,224)            238,356
                                                                               ------------        ------------

                Total adjustments                                                1,387,690             494,702
                                                                               ------------        ------------

           Net cash provided by (used in) operating activities                    (336,125)            903,466
                                                                               ------------        ------------

       Cash flows from investing activities:

           Proceeds from sale of subsidiary                                        360,188                   -
           Purchase of property, plant and equipment                              (564,842)           (758,527)
                                                                               ------------        ------------

           Net cash used in investing activities                                  (204,654)           (758,527)
                                                                               ------------        ------------
</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 June 30, 2003 and June 30, 2002
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                               Six-months         Six-months
                                                                                     ended               ended
                                                                                  June 30,            June 30,
                                                                                      2003                2002
                                                                                                    (restated)
                                                                                        $                   $
<S>                                                                                 <C>               <C>
       Cash flows from financing activities:

            (Repayment of) proceeds from bank indebtedness                          594,876           (461,993)
            Loans to affiliated company                                             (21,529)                 -
            Purchase of Treasury Stock                                                  (42)                 -
            Repayment of loans to stockholders & directors                         (372,345)          (156,081)
                                                                                ------------        ------------

            Net cash provided by (used in) financing activities                     200,960           (618,074)
                                                                                ------------        ------------

       Effect of foreign currency exchange rate changes                             175,738             77,760
                                                                                ------------        ------------

       Net decrease in cash and cash equivalents                                   (164,081)          (395,375)

       Cash and cash equivalents, beginning of year                               1,186,436          1,897,453
                                                                                ------------        ------------

       End of six month period ended June 30                                      1,022,355          1,502,078
                                                                                ============        ============

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

       Interest paid                                                                105,103            133,906
                                                                               ============        ============
</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 June 30, 2003 and December 31, 2002
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                    Common                                                                       Accumulated
                                     Stock       Common       Additional                                               Other
                                 Number of        Stock         Paid-in        Retained      Comprehensive     Comprehensive
                                    Shares       Amount         Capital    Earnings(deficit)                    Income (loss)
                              --------------  -------------- -------------- ---------------  ------------     --------------
                                                      $               $              $                 $                $

<S>                                <C>          <C>              <C>             <C>               <C>              <C>
Balance as of December 31,
   2001                          2,755,514     5,029,355          142,314       513,892                  -         (509,109)

   Foreign currency translation          -             -                -             -             49,112           49,112

   Net income for the year               -             -                -       164,358            164,358                -
                              --------------  -------------- -------------- ---------------  ------------     --------------

Balance as of December 31,
   2002                          2,755,514     5,029,355          142,314       678,250            213,470         (459,997)

Foreign currency translation             -             -                -             -            784,016          784,016

Purchase of Treasury Stock            (300)          (42)               -             -                  -
                     -

Expiration of Stock Warrants             -       142,314         (142,314)            -                                   -
                    -

Net loss for the
   six-month period to
   June 30, 2003                         -             -                -    (1,723,815)        (1,723,815)               -
                              --------------  -------------- -------------- ---------------  ------------     --------------

Balance as of June 30,
    2003                         2,755,214     5,171,627                -    (1,045,565)         (939,799)          324,019
                              --------------  -------------- -------------- ---------------  ------------     --------------
</TABLE>


          See condensed notes to the consolidated financial statements

                                        9
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Condensed Notes to Consolidated Financial Statements
As of June 30, 2003
(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,  2003.
               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.   SALE OF SUBSIDIARY

               In July  2002,  the  Company  filed a proxy  statement  with  the
               Securities   and   Exchange   Commission   for  the  approval  by
               shareholders of the sale of a wholly owned  subsidiary,  Rosedale
               Wallcoverings & Fabrics Inc.  ("Rosedale") to the Chariman of the
               Board and Chief Executive  Officer,  Alan Fine. The sale received
               shareholder approval on March 14, 2003 and was finalized on March
               24, 2003.  Consequently,  these consolidated financial statements
               include Rosedale's results of operations up to March 24, 2003. In
               accordance  with  Section  210 of  Regulation  S-X,  a  pro-forma
               balance sheet and  statement of operations  showing the impact of
               this transaction have been included.  In summary, the transaction
               is as follows:

               Selling price                                  $       841,759
               Obligation assumed by Rosedale                        (756,654)
               Forgiveness of loan                                   (203,853)
               Cost of investment                                  (1,332,421)
                                                              -----------------

               Loss on sale                                   $    (1,451,169)
                                                              =================


          3.   CONTINGENCIES

               a)   The company has guaranteed the mortgages of 1217576  Ontario
                    Inc.  and 966578  Ontario  Inc.  in the  amount of  $687,000
                    through  general  security  agreements  ranking  behind  the
                    National  Bank of Canada.  These  affiliated  companies  are
                    rental properties owned by a director and stockholder. As at
                    June 30, 2003, the indebtedness of the affiliated  companies
                    amounted to approximately $415,000.

               b)   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.

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

In July 2002,  the  Company  filed a proxy  statement  with the  Securities  and
Exchange  Commission  for the approval by  Shareholders  of the sale of a wholly
owned  subsidiary,  Rosedale  Wallcoverings  & Fabrics Inc.  ("Rosedale") to the
Chairman of the Board and Chief Executive Officer,  Alan Fine. The sale received
shareholder approval on March 14, 2003 and was finalized on March 24, 2003.

Results of Operation

Three  months  ended June 30, 2003 as compared  to three  months  ended June 30,
2002.

Revenues  for the three  months  ended June 30,  2003 were  $2,674,444,  a 55.5%
decrease over prior year revenues of $6,015,427.  This decrease  resulted mainly
from the sale of the  Rosedale  subsidiary  on March 24,  2003 and there were no
sales  reported for the second  quarter for this  subsidiary.  Also,  the second
quarter showed a significant  decline in wallpaper  sales for the whole industry
in North America.

Gross  profits as a  percentage  of revenue for the three  months ended June 30,
2003 was 40.3%,  as  compared  to the same period  one-year  ago of 42.7%.  This
decrease in gross profit  margins can be attributed to a change in the sales mix
relating to the sale of the Rosedale subsidiary as well as lower sales volume to
the U.S.

Selling expenses have decreased by 34.7% to $526,176 for the three-month  period
ended June 30, 2003 as compared to $805,382 for the same period last year.  This
decrease relates to reduced expenses due to the sale of the Rosedale subsidiary.

General and  administrative  expenses  for the Company  decreased  by 25.9%,  to
$528,906 for the three months  period ended June 30, 2003 from  $713,593 for the
three months ended June 30, 2002.  Reductions  were  achieved due to the sale of
Rosedale.

                                       11
<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  June 30,  2003 was  $53,482  compared  to revenue of
$64,278  for the same  period  last  year.  This  increase  in  expenses  can be
attributed  to the  additional  subsidy  required  to  place  our  books  in the
marketplace.  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 32.2% to $129,487 for the
three months ended June 30, 2003 versus  $190,915 for the same period last year.
This  decrease  relates  to  reduced  expenses  due to the sale of the  Rosedale
subsidiary.

Operating loss for the three months ended June 30, 2003 was $343,741 as compared
to an  operating  income of $541,724  for the three  months ended June 30, 2002.
This relates to the reduction in revenues for the quarter.

Interest  expense  for the  Company  for the three  months  ended June 30,  2003
decreased to $46,038 from $57,906 for the three months ended June 30, 2002. This
decrease in interest  expense is attributable to the reduction in debt resulting
from the sale of the Rosedale subsidiary.

The net loss for the three  months  ended June 30, 2003 was $425,076 as compared
to net income of $578,819 for the three  months  ended June 30, 2002.  This loss
for the period is attributable to the reduction in sales and lower margins.

Basic and diluted  loss per share for the three  months ended June 30, 2003 were
$0.14  compared to income of $0.14 for the same period last year.  Earnings  per
share were calculated  based on the weighted  average number of common shares as
of June 30, 2003 of 2,755,385 and June 30, 2002 of 2,755,514 and shares.




Six months ended June 30, 2003 as compared to six months ended June 30, 2002.

Revenues for the six months ended June 30, 2003 were $7,658,194,  a 32% decrease
over prior year revenues of $11,253,827.  This decrease resulted mainly from the
sale of the  Rosedale  subsidiary  on March  24,  2003 and  there  were no sales
reported for the second quarter for this subsidiary. The whole industry in North
America  has seen a  significant  decline in  wallpaper  sales over the past few
months.

                                       12
<PAGE>
Gross  profits as a percentage of revenue for the six months ended June 30, 2003
was 39.3%,  as compared to the same period  one-year  ago of 39.7%.  This slight
decrease in gross profit  margins can be attributed to lower sales volume to the
U.S.

Selling  expenses have decreased by 27.6% to $1,119,523 for the six-month period
ended June 30,  2003 as compared  to  $1,546,774  for the same period last year.
This  decrease  relates  to  reduced  expenses  due to the sale of the  Rosedale
subsidiary.

General  and  administrative  expenses  for the  Company  decreased  by 15%,  to
$1,181,096 for the six month period ended June 30, 2003 from  $1,389,476 for the
six months ended June 30, 2002. Once again,  reductions were achieved due to the
sale of Rosedale.

Book development costs for the six-month period ended June 30, 2003 was $103,157
compared to revenue of $73,688 for the same period last year.  This  increase in
expenses can be attributed to the additional subsidy required to place our books
in the  marketplace.  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 4.6% to $307,392 for the six
months ended June 30, 2003 versus  $322,123 for the same period last year.  This
decrease relates to reduced expenses due to the sale of the Rosedale  subsidiary
offset by an increase in expenses in the Ontario studio.

Operating  loss for the six months  ended June 30, 2003 was $243,138 as compared
to an operating  income of $612,944 for the six months ended June 30, 2002. This
relates to the reduction in revenues and increased book development costs.

Interest  expense  for the  Company  for the six  months  ended  June  30,  2003
decreased to $105,103 from $108,355 for the six months ended June 30, 2002. This
small  decrease in interest  expense is  attributable  to the  reduction in debt
resulting  from the sale of the Rosedale  subsidiary  and  increased  borrowings
required for working capital.

A loss on the sale of Rosedale  Wallcoverings & Fabrics Inc. was recorded in the
first quarter in the amount of $1,451,169.  The  transaction was approved by the
shareholders  on March 14, 2003 and  finalized on March 24, 2003. As part of the
transaction,  the Company  discharged  its liability  for Alan Fine's  severance
package in the amount of $730,000 upon his  subsequent  resignation as disclosed
to the shareholders in the proxy statement.

The net loss for the six months ended June 30, 2003 was  $1,723,815  as compared
to net income of $408,764 for the six months ended June 30, 2002.  This loss for
the period is attributable to the reduction in sales, lower margins and the loss
on the sale of the Rosedale subsidiary.

Basic and  diluted  loss per share for the six months  ended June 30,  2003 were
$0.63  (proforma  $0.11 loss per share) compared to income of $0.15 for the same
period  last year.  Earnings  per share were  calculated  based on the  weighted
average  number of common  shares as of June 30, 2003 of 2,755,449  and June 30,
2002 of 2,755,514 and shares.

                                       13
<PAGE>
Liquidity and Capital Resources

The  Company had a negative  net change in cash of  $164,081  for the six months
ended June 30, 2003,  which was created by the agreement to sell the subsidiary.
However the proceeds from the sale were $360,188.

Cash flows used in investing  activities for the six months ending June 30, 2003
were  $204,654.  This  reflected  proceeds  from the sale of Rosedale as well as
planned  capital  addition  for  cylinders,   designs  and  engravings  for  new
collections. The purchase of cylinders was partially offset by the proceeds from
the sale of the subsidiary. It is the Company's intention to continue to utilize
a good portion of these funds to develop new product lines of wallpaper.


Item 3. CONTROLS AND PROCEDURES.


    (a)            The Chief Executive  Officer and the Chief Financial  Officer
of the Company have evaluated the  effectiveness  of the design and operation of
the Company's system of disclosure  controls and procedures (as defined in Rules
13a-14(c)  and  15d-14(c)  under the  Exchange  Act) as of a date within 90 days
prior to the filing of this Form 10-QSB.  As a result of that  evaluation,  they
have  concluded  that the  Company's  disclosure  controls  and  procedures  are
effective to ensure that  information  required to be disclosed in the Company's
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange Commission rules and forms.

    (b)             There  have been no  significant  changes  in the  Company's
system of internal controls or in other factors that could significantly  affect
internal  controls  subsequent  to the date of their  evaluation.  There were no
discoveries  of any  significant  deficiencies  or material  weaknesses  in such
controls that would require the Company to take corrective actions.

                                       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

     On March 14, 2003, the Company held its annual  shareholders'  meeting. The
following actions were taken:

     o    The shareholders  elected Sidney Ackerman,  Alan Fine, Norman Maxwell,
          Ken Page and Janet Hendry to serve as directors  until the next annual
          meeting;

     o    The  shareholders  approved  the  sale of the  Company's  wholly-owned
          subsidiary,  Rosedale  Wallcoverings  & Fabrics Inc. to Alan Fine, the
          Company's Chief Executive Officer and Chairman of the Board; and

     o    The  shareholders  ratified  the  Board  of  Directors'  selection  of
          Schwartz  Levitsky Feldman as the Company's  independent  auditors for
          the fiscal year ending December 31, 2002.


Item 5.  Other Information

         None.

                                       15
<PAGE>
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  Section  906  of  the
Sarbanes-Oxley Act of 2002

Exhibit   32.2  -   Certification   of  CFO  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002


         (b) Reports on Form 8-K

     The Company filed a Current Report on Form 8-K on June 6, 2003.

                                       16
<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 14, 2003              By:    /s/Sidney Ackerman
                                             -------------------
                                             Sidney Ackerman
                                             President

Date:    August 14, 2003               By:   /s/Norman G. Maxwell
                                             -------------------
                                             Norman G. Maxwell
                                             Chief Financial Officer