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, 2000

[ ]  TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
      For the Transition Period from _______________ TO _______________.

                                    333-44747
                            (Commission File Numbers)

                        ROSEDALE DECORATIVE PRODUCTS LTD.
             (Exact name of registrant as specified in its charter)

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


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

                                 (619) 794-2602
              (Registrants' telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate  by check  mark  whether  the  Registrants  (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]

         As of March 31, 2000,  2,786,714  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, 2000

                                   (Unaudited)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                     <C>
       Interim Consolidated Balance Sheets as of March 31, 2000
           and December 31, 1999                                                                        3 - 4

       Interim Consolidated Statements of Income for the three months ended
        March 31, 2000 and March 31,1999                                                                  5

       Interim Consolidated  Statements of Cash Flows for the three months ended
       March 31, 2000 and March 31, 1999                                                                6 - 7

       Interim Consolidated Statements of Stockholders' Equity for the three months
        ended March 31, 2000 and March 31, 1999                                                           8

       Condensed Notes to Interim Consolidated Financial Statements                                       9

</TABLE>


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

                                                                                      2000                1999
                                                                                        $                   $

                                                        ASSETS

       CURRENT ASSETS

<S>                                                                              <C>                 <C>
           Cash                                                                  1,754,444           3,240,720
           Accounts receivable                                                   5,019,305           3,341,592
           Inventory                                                             6,714,489           7,385,373
           Prepaid expenses and sundry assets                                      636,018             626,074
           Income taxes recoverable                                                 31,209              95,827
                                                                                ----------          ----------

                                                                                14,155,465          14,689,586


       LOAN RECEIVABLE FROM AFFILIATED COMPANY                                       -                   2,054

       DEFERRED PRODUCT COSTS                                                      738,358             861,366

       MORTGAGES RECEIVABLE                                                        340,471             341,910

       PROPERTY, PLANT AND EQUIPMENT                                             2,947,413           2,901,705
                                                                                ----------          ----------




                                                                                18,181,707          18,796,621
                                                                                ==========          ==========


</TABLE>




          See condensed notes to the consolidated financial statements
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of March 31, 2000 and December 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                                      2000                1999
                                                                                        $                   $

                                                      LIABILITIES

       CURRENT LIABILITIES

<S>                                                                              <C>                 <C>
           Bank indebtedness                                                     4,240,217           4,744,567
           Accounts payable and accrued expenses                                 4,894,400           5,289,746
                                                                                ----------          ----------

                                                                                 9,134,617          10,034,313


       DUE TO STOCKHOLDERS & DIRECTORS                                           1,670,329           1,560,918

       DEFERRED INCOME TAXES                                                       218,987             219,913
                                                                                ----------          ----------

                                                                                11,023,933          11,815,144
                                                                                ----------          ----------

                                                 STOCKHOLDERS' EQUITY

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

       ADDITIONAL PAID-IN CAPITAL                                                  142,314             142,314

       ACCCUMULATED OTHER COMPREHENSIVE INCOME                                      38,047              66,849

       RETAINED EARNINGS                                                         1,915,457           1,710,358
                                                                                ----------          ----------

                                                                                 7,157,774           6,981,477
                                                                                ----------          ----------

                                                                                18,181,707          18,796,621
                                                                                ==========          ==========




</TABLE>



          See condensed notes to the consolidated financial statements

<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statement of Income
For the period ended March 31
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                              Three-months        Three-months
                                                                                 March 31,           March 31,
                                                                                      2000                1999

                                                                                        $                   $

<S>                                                                              <C>                 <C>
       SALES                                                                     5,923,396           5,047,457

       COST OF SALES                                                             3,783,792           2,924,443
                                                                                ----------          ----------

       GROSS PROFIT                                                              2,139,604           2,123,014
                                                                                ----------          ----------

       OPERATING EXPENSES

           General and administrative                                              641,838             596,588
           Selling                                                                 706,031             561,516
           Design studio                                                           168,719             192,749
           Book development costs                                                   41,280             123,252
           Amortization                                                            216,753             187,542
                                                                                ----------          ----------

       TOTAL OPERATING EXPENSES                                                  1,774,621           1,661,647
                                                                                ----------          ----------

       OPERATING INCOME                                                            364,983             461,367

           Interest expense                                                         91,085              27,587
                                                                                ----------          ----------

       INCOME BEFORE INCOME TAXES                                                  273,898             433,780

           Income taxes                                                             68,799             108,012
                                                                                ----------          ----------

       NET INCOME                                                                  205,099             325,768
                                                                                ==========          ==========

       Basic and diluted Net Income Per Share                                         0.07                0.12
                                                                                ==========          ==========

       Weighted average number of common shares
           Outstanding                                                           2,786,714           2,765,000
                                                                                ==========          ==========

</TABLE>



          See condensed notes to the consolidated financial statements
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                           Three-months ended  Three-months ended
                                                                                  March 31           March 31,
                                                                                      2000                1999
                                                                                        $                   $

       Cash flows from operating activities:

<S>                                                                                <C>                 <C>
           Net income                                                              205,099             325,768
                                                                                ----------          ----------

           Adjustments to reconcile net income to net cash provided by operating
                activities:

           Amortization                                                            216,753             187,542
           Decrease in deferred product costs                                      119,046              47,192
           Increase in accounts receivable                                     (1,687,004)         (1,661,604)
           Decrease in inventory                                                   637,997             220,264
           (Increase) in prepaid expenses and sundry assets                       (12,543)              18,292
           Increase (decrease) in accounts payable and accrued expenses          (372,031)              85,239
           Increase in income taxes payable/recoverable                             64,033              10,857
           Increase in deferred income taxes                                             -              61,229
                                                                                ----------          ----------

                Total adjustments                                              (1,033,749)         (1,030,989)
                                                                                ----------          ----------

           Net cash used in operating activities                                 (828,650)           (705,221)
                                                                                ----------          ----------

       Cash flows from investing activities:

           Increase in deferred policy costs                                             -                   1
           Purchases of property, plant and equipment                            (274,509)           (269,720)
           Increase in mortgages receivable                                              -                   -
                                                                                ----------          ----------

           Net cash used in investing activities                                 (274,509)           (269,719)
                                                                                ==========          ==========

</TABLE>












          See condensed notes to the consolidated financial statements
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                              Three-months ended  Three-months ended
                                                                                 March 31,           March 31,
                                                                                      2000                1999
                                                                                        $                   $

       Cash flows from financing activities:

<S>                                                                               <C>                  <C>
            (Repayment of) Proceeds from bank indebtedness                        (483,015)            907,271
            (Repayment of) proceeds from loans with affiliated companies            110,056            (8,366)
            Proceeds from long-term debt                                                  -           (78,313)
            Repayment of stockholders' loans                                              -           (22,283)
            Proceeds from (repayment of) directors loans                              7,636                  -
                                                                                ----------          ----------

            Net cash provided by financing activities                             (365,323)            798,309
                                                                                ----------          ----------

       Effect of foreign currency exchange rate changes                            (17,794)             55,676
                                                                                ----------          ----------

       Net (decrease) increase in cash and cash equivalents                     (1,486,276)          (120,955)

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

       End of three month period ended March 31                                   1,754,444          3,296,459
                                                                                ==========          ==========

       Income taxes paid                                                             40,785             15,903
                                                                                ==========          ==========

       Interest paid                                                                 93,237             66,662
                                                                                ==========          ==========



</TABLE>
          See condensed notes to the consolidated financial statements
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of changes in Stockholders' Equity
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                           Common
                                            Stock         Common      Additional                         Other
                                        Number of          Stock         Paid-in       Retained  Comprehensive
                                           Shares         Amount         Capital       Earnings  Income (loss)
                                    -------------  -------------  --------------  -------------  -------------
                                                              $               $              $              $
<S>        <C>                          <C>            <C>               <C>         <C>              <C>
       Balance as of December 31,
           1998                         2,765,000      5,013,883         142,314     3,238,608        (388,341)

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


       Foreign currency translation            -              -               -              -         455,190

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

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


       Issuance of common stock                -              -               -              -              -

       Foreign currency translation            -              -               -              -        (28,802)

       Net income for the three-month
       Period to March 31, 2000                -              -               -         205,099             -
                                        ---------      ---------         -------    -----------       ---------

       Balance as of March 31,
           2000                         2,786,714      5,061,956         142,314      1,915,457         38,047
                                        =========      =========         =======    ===========       =========

</TABLE>







          See condensed notes to the consolidated financial statements
<PAGE>
ROSEDALE DECORATIVE PRODUCTS LTD.
Condensed Notes to Consolidated Financial Statements
As of March 31,2000
(Amounts expressed in US dollars)
(Unaudited)

1.       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           The accompanying  unaudited  consolidated  financial  statements have
           been prepared in accordance with the instructions to Form 10-Q and do
           not include all the information  and footnotes  required by generally
           accepted accounting principles for complete financial statements.  In
           the  opinion  of  management,  all  adjustments  (consisting  of  all
           recurring accruals)  considered  necessary for fair presentation have
           been  included.  Operating  results for the  interim  periods are not
           necessarily  indicative  of the results  that may be expected for the
           year ended December 31, 2000. Interim financial  statements should be
           read in  conjunction  with the  Company's  annual  audited  financial
           statements.

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

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

       2.  CONTINGENCIES

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

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

                As at March 31, 2000,  Rosedale  made payments in respect to the
                above  income tax  re-assessments  amounting  to $248,570 to the
                Province  of Ontario.  This amount has been  included in prepaid
                expenses and sundry assets.

           b)   Rosedale  and  Ontario  have  guaranteed  the   indebtedness  of
                affiliated companies in the amount of $1,716,240 through general
                security  agreements ranking behind the National Bank of Canada.
                As at  March  31,  2000,  the  indebtedness  of  the  affiliated
                companies amounted to $Nil.

           c)   Rosedale has disputed  invoices from a supplier in the amount of
                approximately  $100,000  for which debit notes have been issued.
                As at March 31,  2000,  these debit notes were not cleared  with
                the supplier.

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


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

Results of Operation

    Three  months  ended March 31, 2000 as compared to three  months ended March
31, 1999.

     Revenues for the three months ended March 31, 2000 were $5,923,396, a 17.4%
increase over prior year revenues of $5,047,457.  This increase  resulted mainly
from  an  increase  of 37% in  sales  in the  U.S.  market.  This  represents  a
significant  turn-around  in revenues for the Company.  We anticipate  that this
positive trend will continue throughout the year.

     Gross  profits as a percentage  of revenue for the three months ended March
31, 2000 was 36.1%, as compared to the same period  one-year ago of 42.1%.  This
decline in gross profit  margins can be  attributed to a change in the sales mix
as well as the  weakening of the U.S.  dollar.  As the majority of our purchases
are made in Canadian dollars, a stronger U.S. dollar will have a positive effect
on our gross  profits.  The  company  has also begun to  manufacture  product in
Canada, which will reduce costs as well as improve gross margins.

     Selling  expenses have  increased by 25.7% to $706,031 for the  three-month
period  ended March 31,  2000 as  compared to $561,516  for the same period last
year.  In addition,  extra sales people have been hired to increase our presence
in our local market. The positive results from this expansion will begin to show
results in the second quarter.  Warehousing expense has increased to accommodate
additional  fabric  sales.  Promotion  expenses  increased  as a  result  of our
participation in a Canada-wide  wallpaper  advertising campaign along with other
manufacturers and distributors.

     General and  administrative  expenses for the Company increased by 7.6%, to
$641,838 for the three months  period ended March 31, 2000 from $596,588 for the
three months ended March 31, 1999.  Such  expenses  decreased as a percentage of
revenues from 11.8% to 10.8% during the respective  period.  Increased legal and
insurance  expenses  accounted for the largest  increases with general inflation
accounting for the remainder.

     Rosedale develops  wallpaper and fabric sample books, which are created for
each collection and sold through distributors.  The majority of expenditures for
the creation of sample books are incurred in the quarter before the introduction
of a collection.  Some expenditures are incurred as early as six to eight months
in advance.  Revenues  generated  from the sales of sample books are netted from
the costs  incurred in the same period and the net amount is shown on the income
statement.  Because  expenditures are made in the quarter before the launch of a
collection,  there is not always a matching of revenues and expenses e.g.  costs
for a January  launch  would be  recorded  in the  following  year.  The Company
ensures that there are firm orders in place from  customers  before  significant
expenditures  are  incurred to produce  the sample  books.  Therefore,  there is
little  speculative  risk in their  production.  Book  development  cost for the
three-month period ended March 31, 2000 was $41,280 compared to $123,252 for the
same period last year.  This  decrease can be  attributed  to lowering  costs of
manufacturing the books. We are constantly looking for ways to reduce costs.


<PAGE>
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 12.4% to $168,719 for
the three months  ended March 31, 2000 versus  $192,749 for the same period last
year.  Staff  reductions and other related savings have been made as we continue
to utilize the CAD system more effectively.

     Operating income for the three months ended March 31, 2000 decreased 21% to
$364,983 from $ 461,367 for the three months ended March 31, 1999.  This relates
to the decrease in gross margins and a marginal increase in expenses.

     Interest  expense for the Company for the three months ended March 31, 2000
increased  to $91,085  from  $27,587 for the three  months ended March 31, 1999.
This increase in interest  expense is  attributable to higher interest rates and
increased borrowings.

     Net  income for the three  months  ended  March 31,  2000 was  $205,099  as
compared to $325,768 for the three months ended March 31, 1999. The reduction in
gross margins largely contributed to this decline.

    Basic and fully diluted  earnings per share for the three months ended March
31, 2000 were $0.07  compared  to $0.12 for the same period last year.  Earnings
per share were  calculated  based on 2,786,714  common shares issued as of March
31, 2000 and 2,765,000 shares outstanding as of March 31, 1999.

     The Company  anticipates a profitable year in 2000 as opposed to the losses
incurred in 1999.

Liquidity and Capital Resources

     The Company had a negative net change in cash of  $1,486,276  for the three
months ended March 31, 2000.  The  principal  sources of cash were Net Income of
$205,099,  a decrease in Inventories and Deferred Products Costs and an increase
in  Income  Taxes  Payable.  These  items  were off set by cash  used to  reduce
Accounts  Payable  and an  increase  in  Accounts  Receivable  at the end of the
period.

     Cash flows used in investing  activities  for the three months ending March
31, 2000 were $274,509.  This reflected  planned capital addition for cylinders,
designs and  engravings  for new  collections  It is the Company's  intention to
continue to utilize a good  portion of these funds to develop new product  lines
of wallpaper and fabric plus continue the  development  of our floor  coverings,
ceiling tiles, and area rug product categories.


<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         Exhibit 27:        Financial Data Schedule

         (b)  Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three month
period ended March 31, 2000.


<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               ROSEDALE DECORATIVE PRODUCTS LTD.


Date:    May 12, 2000                                  By: /s/Alan Fine
                                                              Alan Fine

Date:    May 12, 2000                                By:   /s/Norman G. Maxwell
                                                              Norman G. Maxwell