CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

     I,  Norman  Maxwell,  Chief  Financial  Officer, Secretary and Treasurer of
Rosedale Decorative Products, Ltd., certify that:

     1. I have reviewed this annual report on Form 10-KSB of Rosedale Decorative
Products, Ltd.;

     2. Based on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which this annual report is being prepared;

     b)   evaluated  the  effectiveness  of  the  registrant's  disclosure
          controls  and  procedures and presented in this report our conclusions
          about  the effectiveness of the disclosure controls and procedures, as
          of  the  end  of  the  period  covered  by  this  report based on such
          evaluation;

     c)   disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control over financial reporting;

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a)   all  significant  deficiencies  in  the  design  or  operation  of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability  to  record,  process, summarize and report financial data and
          have  identified for the registrant's auditors any material weaknesses
          in internal controls; and

     b)   any  fraud,  whether  or  not  material,  that  involves management or
          other  employees  who  have  a  significant  role  in the registrant's
          internal controls; and




Dated:  January 25, 2006                             By: /s/  NORMAN MAXWELL
                                                         -----------------------
                                                         Norman Maxwell
                                                         CHIEF FINANCIAL OFFICER