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, 2002
[ ] 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 September 30, 2002, 2,755,514 shares of Common Stock, no par
value per share, of Rosedale Decorative Products Ltd. were issued and
outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
ROSEDALE DECORATIVE PRODUCTS LTD.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(Unaudited)
TABLE OF CONTENTS
Interim Consolidated Balance Sheets as of September 30, 2002 and
December 31, 2001 2 - 3
Interim Consolidated Statements of Operations for the three months ended
September 30, 2002 and September 30,2001 4
Interim Consolidated Statements of Operations for the nine months ended
September 30, 2002 and September 30,2001 5
Interim Consolidated Statements of Cash Flows for the nine months ended
September 30, 2002 and September 30, 2001 6 - 7
Interim Consolidated Statements of Stockholders' Equity for the nine months
ended September 30, 2002 and December 31, 2001 8
Condensed Notes to Interim Consolidated Financial Statements 9 - 10
1
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of September 30, 2002 and December 31, 2001
(Amounts expressed in US dollars)
(Unaudited)
2002 2001
$ $
ASSETS
CURRENT ASSETS
Cash 1,079,768 1,897,453
Accounts receivable 4,529,918 3,811,530
Inventory 4,754,902 5,616,597
Prepaid expenses and sundry assets 323,194 368,718
Income taxes recoverable 19,891 41,858
---------- ----------
10,707,673 11,736,155
MORTGAGES RECEIVABLE 310,912 309,819
PROPERTY, PLANT AND EQUIPMENT 3,818,855 3,675,749
---------- ----------
14,837,440 15,721,723
========== ==========
See condensed notes to the consolidated financial statements
2
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Balance Sheets
As of September 30, 2002 and December 31, 2001
(Amounts expressed in US dollars)
(Unaudited)
2002 2001
$ $
LIABILITIES
CURRENT LIABILITIES
Bank indebtedness 4,981,414 4,886,846
Accounts payable and accrued expenses 3,460,543 4,226,715
Due to Stockholders & Directors 932,483 1,150,573
---------- ----------
9,374,440 10,264,134
DEFERRED INCOME TAXES 282,132 281,140
---------- ----------
9,656,572 10,545,274
---------- ----------
STOCKHOLDERS' EQUITY
COMMON STOCK 5,029,355 5,029,355
ADDITIONAL PAID-IN CAPITAL 142,314 142,314
ACCUMULATED OTHER COMPREHENSIVE LOSS (546,711) (565,122)
RETAINED EARNINGS 555,910 569,902
---------- ----------
5,180,868 5,176,449
---------- ----------
14,837,440 15,721,723
========== ==========
See condensed notes to the consolidated financial statements
3
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Operations
For the period ended September 30
(Amounts expressed in US dollars)
(Unaudited)
Three-months Three-months
Ended ended
September 30, September 30,
2002 2001
$ $
SALES 5,286,780 4,371,365
COST OF SALES 3,460,221 2,766,296
---------- ----------
GROSS PROFIT 1,826,559 1,605,069
---------- ----------
OPERATING EXPENSES
General and administrative 605,699 670,177
Selling 1,047,700 763,883
Design studio 141,458 64,681
Book development costs 31,745 (330)
Amortization 324,345 237,674
---------- ----------
TOTAL OPERATING EXPENSES 2,150,947 1,736,085
---------- ----------
OPERATING INCOME (LOSS) (324,388) (131,016)
Interest expense (73,692) (106,692)
Exchange loss on Foreign Exchange Contracts (200,046) (109,445)
---------- ----------
LOSS BEFORE INCOME TAXES (598,126) (347,153)
Income taxes recoverable 221,930 -
---------- ----------
NET LOSS (376,196) (347,153)
========== ==========
Basic and diluted Net Loss Per Share (0.14) (0.13)
========== ==========
Weighted average number of common shares
Outstanding 2,755,514 2,755,514
========== ==========
See condensed notes to the consolidated financial statements
4
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Operations
For the period ended September 30
(Amounts expressed in US dollars)
(Unaudited)
Nine-months Nine-months
Ended ended
September 30, September 30,
2002 2001
$ $
SALES 16,540,607 13,504,124
COST OF SALES 10,181,356 7,797,261
---------- ----------
GROSS PROFIT 6,359,251 5,706,863
---------- ----------
OPERATING EXPENSES
General and administrative 1,995,175 2,026,374
Selling 2,594,474 2,395,613
Design studio 577,925 404,318
Book development costs (41,943) 50,504
Amortization 991,624 713,485
---------- ----------
TOTAL OPERATING EXPENSES 6,117,255 5,590,294
---------- ----------
OPERATING INCOME 241,996 116,569
Interest expense (182,047) (352,857)
Exchange loss on Foreign Exchange Contracts (73,941) (292,190)
---------- ----------
LOSS BEFORE INCOME TAXES (13,992) (528,478)
Income taxes - -
---------- ----------
NET LOSS (13,992) (528,478)
========== ==========
Basic and diluted Net Loss Per Share (0.01) (0.19)
========== ==========
Weighted average number of common shares
Outstanding 2,755,514 2,758,831
========== ==========
See condensed notes to the consolidated financial statements
5
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)
Nine-months ended Nine-months ended
September 30 September 30,
2002 2001
$ $
Cash flows from operating activities:
Net Loss (13,992) (528,478)
---------- ----------
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization of property, plant and equipment 991,624 637,537
Amortization of deferred product costs - 325,422
Exchange loss on foreign exchange contracts 73,941 292,190
Increase in accounts receivable (712,437) (663,463)
Decrease (increase) in inventory 890,884 (304,052)
Decrease in prepaid expenses and sundry assets 47,323 390,508
Decrease in accounts payable and accrued expenses (863,331) (792,334)
Increase in income taxes payable/recoverable 22,350 2,082
---------- ----------
Total adjustments 450,354 (112,110)
---------- ----------
Net cash provide by (used in) operating activities 436,362 (640,588)
---------- ----------
Cash flows from investing activities:
Deferred product costs incurred - (286,214)
Purchases of property, plant and equipment (1,123,145) (779,172)
---------- ----------
Net cash used in investing activities (1,123,145) (1,065,386)
---------- ----------
See condensed notes to the consolidated financial statements
6
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of Cash Flows
(Amounts expressed in US dollars)
(Unaudited)
Nine-months ended Nine-months ended
September 30, September 30,
2002 2001
$ $
Cash flows from financing activities:
Proceeds from bank indebtedness 78,148 416,906
Repayment of loans with affiliated companies (224,512) (3,999)
Purchase for Treasury Stock - (8,728)
Repayment of from directors loans - (33,354)
Repayment of Long Term Debt - (130,005)
---------- ----------
Net cash provided by (used in) financing activities (146,364) 240,820
---------- ----------
Effect of foreign currency exchange rate changes 15,462 (89,059)
---------- ----------
Net decrease in cash and cash equivalents (817,685) (1,554,213)
Cash and cash equivalents, January 1 1,897,453 2,524,394
---------- ----------
End of nine month period ended September 30 1,079,768 970,181
========== ==========
Income taxes paid 30,671 22,681
========== ==========
Interest paid 203,250 316,464
========== ==========
See condensed notes to the consolidated financial statements
7
ROSEDALE DECORATIVE PRODUCTS LTD.
Interim Consolidated Statements of changes in Stockholders' Equity
(Amounts expressed in US dollars)
(Unaudited)
Common Accumulated
Stock Common Additional Other
Number of Stock Paid-in Retained Comprehensive Comprehensive
Shares Amount Capital Earnings Income (loss) Income (loss)
------------ ------------ ------------ ------------ ----------------- ---------------
$ $ $ $ $
Balance as of December 31,
2000 2,764,314 5,038,083 142,314 2,002,846 - (195,670)
Purchase of treasury stock (8,800) (8,728) - - - -
Foreign currency translation - - - - (369,452) (369,452)
Net loss for the year - - - (1,432,944) (1,432,944) -
------------ ------------ ------------ ------------ ----------------- ---------------
Balance as of December 31,
2001 2,755,514 5,029,355 142,314 569,902 (1,802,396) (565,122)
============ ============ ============ ============ ================= ===============
Foreign currency translation - - - - 18,411 18,411
Net loss for the
nine-month period to
September 30, 2002 - - - (13,992) (13,992) -
------------ ------------ ------------ ------------ ----------------- ---------------
Balance as of September,
2002 2,755,514 5,029,355 142,314 555,910 4,419 (546,711)
============ ============ ============ ============ ================= ===============
See condensed notes to the consolidated financial statements
8
ROSEDALE DECORATIVE PRODUCTS LTD.
Condensed Notes to Consolidated Financial Statements
As of September 30,2002
(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, 2002. Interim financial statements should be
read in conjunction with the Company's annual audited financial
statements. The company's 2001 annual financial statements and 2002
10Q's will be revised upon completion of the SEC's review of the
Proxy Statement (note 2). The adjustments agreed upon by the company
and the SEC to date (note 3) have been reflected in these interim
consolidated 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. PROPOSED 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 Chairman of the Board and Chief Executive
Officer, Alan Fine.
The terms and conditions and impact to the Company resulting from the
proposed transaction is fully set out in pro-forma financial
statements included in the aforementioned Proxy Statement.
The Proxy Statement is currently under review by the Securities and
Exchange Commission.
3. PRIOR PERIOD ADJUSTMENTS
The SEC is currently reviewing the Proxy Statement referred to in
Note 2. As a result of this review, the SEC had comments pertaining
to the accounting for prepaid and deferred expenses relating to
design costs and book subsidy, the evaluation of the provision for
doubtful accounts and the amortization period for cylinders included
in capital assets, as reported in the company's 2001 10K and 2002
10Q's.The SEC's position was that the prepaid and deferred expenses
relating to design costs and book subsidy should be expensed. In
addition, the SEC requested that the allowance for doubtful accounts
and the amortization period for cylinders be re-evaluated. Based on
the comments from the SEC and subsequent discussion with the
reviewer, the company accepted and corrected the accounting for
prepaid and deferred expenses relating to design costs and book
subsidy and wrote off the amounts as prior period adjustments. In
addition, the company has re-evaluated the provision for doubtful
accounts and has decided to increase the provision by $ 207,182
attributable mainly to one customer. The company is currently
reviewing the amortization period for the cylinders and the results
are expected to be submitted to the SEC on November 15, 2002.
The SEC review may result in additional material adjustments.
RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS
Deferred product costs and certain prepaid expenses relating to book
subsidy and design costs amounting to $ 636,477 have been expensed
and the provision for doubtful accounts has been increased by $
207,182. These adjustments have been applied retroactively.
POTENTIAL RESTATEMENT TO PRIOR PERIOD FINANCIAL STATEMENTS
The amortization period for cylinders included in capital assets, may
be revised as a result of the company's evaluation. If an adjustment
is necessary to the amortization period, it may have a material
impact on the company's financial statements.
The company will file an amended 10K for December 31, 2001 as well as
amended 10Q's for all quarters in 2002 on completion of the SEC
review.
3. CONTINGENCIES
a) Rosedale has been re-assessed by Canada Customs and Revenue
Agency ("CCRA") and the Province of Ontario for fiscal years
ended December 31, 1993 and December 31, 1994 for additional
corporate income taxes estimated to be $863,000. The company has
objected to these re-assessments and has no obligation to pay
the portion relating to CCRA in the amount of $600,000 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 CCRA and currently the Notices
of Objections are being considered by the Chief of Appeals.
As at September 30, 2002, Rosedale made payments in respect to
the above income tax re-assessments amounting to approximately
$229,000 to the Province of Ontario. This amount has been
included in prepaid expenses and sundry assets.
b) The company has guaranteed the indebtedness of two affiliated
companies (1216748 Ontario Inc. and 1217576 Ontario Inc., jointly
owned by Alan Fine and Sid Ackerman) in the amount of $536,000
through general security agreements ranking behind the National
Bank of Canada. As at September 30, 2002, the indebtedness of the
affiliated companies amounted to approximately $338,000.
c) The company has guaranteed loans secured by general security
agreements loans made by the Laurentian Bank of Canada to two
affiliated companies (1369597 Ontario Inc. controlled by Sid
Ackerman and 1369598 Ontario Inc. controlled by Alan Fine) in the
amount of approximately $1,300,000.
d) The company has issued standby letters of credit in favour
of the Laurentian Bank of Canada in the amount of $376,000.
10
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PRIVATE SECURITIES LITIGATION REFORM ACT
The information contained in this Report on Form 10-QSB and in other
public statements by the Company and Company officers include or may contain
certain forward-looking statements. When used in this Report or in such
statements, the words "estimate," "project," "intends," "expects," "believes"
and similar expressions are intended to identify forward-looking statements
regarding events and financial trends which may affect the Company's future
operating results and financial position. Such statements are not guarantees of
future performance and are subject to risks and uncertainties that could cause
the Company's actual results and financial position to differ materially from
those included within the forward-looking statements. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date made. The Company undertakes no obligation to publicly release the
results of any revision to these forward-looking statements to reflect events or
circumstances after the date made or to reflect the occurrence of unanticipated
events.
Results of Operation
Three months ended September 30, 2002 as compared to three months ended
September 30, 2001.
Revenues for the three months ended September 30, 2002 were $5,286,780, a
20.9% increase over prior year revenues of $4,371,365. This increase resulted
mainly from the launch of new collections in the U.S. market in both wallpaper
and fabric as the Canadian market remains weak. The Export market continued to
grow during the quarter with additional business coming from the U.K., Mexico,
Australia and South America.
Gross profits for the three months ended September 30, 2002 was $1,826,559
or 34.5% of Sales, as compared to the same period one-year ago of $1,605,069 or
36.7% of Sales. This increase in gross profit is primarily attributable to
increased sales in the U.S. The drop in margin as a percentage of Sales was due
to the large clearance of Inventory in the quarter.
General and administrative expenses for the Company decreased by 9.6%, to
$605,699 for the three months period ended September 30, 2002 from $670,177 for
the three months ended September 30, 2001. Wages accounted for the majority of
this decrease as the requirements of the retail store were rationalized with
savings being achieved.
Selling expenses have increased by 37.2% to $1,047,700 for the three-month
period ended September 30, 2002 as compared to $763,883 for the same period last
year. This increase relates to the Sherwin Williams bin expense incurred in this
quarter in the amount of $270,000. Other selling expenses have remained
relatively stable year over year.
Design studio expenses for the Company increased to $141,458 for the three
months ended September 30, 2002 versus $64,681 for the same period last year.
Wages accounted for the majority of this increase as the Ontario division
started its own design studio during 2001.
Book development costs and subsidy for the three-month period ended
September 30, 2002 was $31,745 compared to an income of $330 for the same period
last year. This increase in expense can be attributed to additional costs
incurred on collections launched this quarter. Also, book subsidy has been
increasing due to increased costs that cannot be passed on to the customers as
they are being more selective on books and book prices.We believe that it is
imperative that we keep our books at display counters in the marketplace, as
these sample books are our silent salesperson.
The operating loss for the three months ended September 30, 2002 was
$324,388 as compared to a loss of $131,016 for the three months ended September
30, 2001. This decrease is primarily attributable to the increase in selling
expenses and the drop in the gross margin percentage.
Interest expense for the Company for the three months ended September 30,
2002 decreased to $73,692 from $106,692 for the three months ended September 30,
2001. This decrease in interest expense is primarily attributable to lower
interest rates and decreased average borrowings during the period and the
reduction in long term debt.
The exchange loss on foreign exchange contracts for the three months ended
September 30, 2002 was $200,046 as compared to $109,445 for the same period last
year. This occurred as the Canadian dollar weakened by almost 0.07 cents during
the quarter decreasing the value of the foreign exchange contracts held at the
end of the period.
The net loss for the three months ended September 30, 2002 was $376,196 as
compared to $347,153 for the three months ended September 30, 2001. The
improvement in Sales was more than offset by increased selling expenses and the
exchange loss on Foreign Exchange Contracts.
Basic and fully diluted loss per share for the three months ended September
30, 2002 were ($0.14) compared to ($0.13) for the same period last year.
Nine months ended September 30, 2002 as compared to Nine months ended September
30, 2001.
Revenues for the nine months ended September 30, 2002 were $16,540,607, a
22.5% increase over prior year revenues of $13,504,124. This increase resulted
mainly from an increase in sales in the U.S. and Export markets of new
collections of wallpaper and fabric. The U.S. and Canadian economy continues to
struggle, as consumer confidence has not rebounded as yet.
Gross profit as a percentage of revenue for the nine months ended September
30, 2002 was 38.4%, as compared to the same period one-year ago of 42.2%. This
decrease in gross profit margins can be attributed to a large clearing of slow
moving and obsolete inventory. We continue to implement price increases on newly
introduced collections to offset the increase in costs received from suppliers.
General and administrative expenses for the Company decreased by 1.5%, to
$1,995,175 for the nine months period ended September 30, 2002 from $2,026,374
for the nine months ended September 30, 2001. Savings on wages accounted for the
majority of the difference.
Selling expenses have increased by 8.3% to $2,594,474 for the nine-month
period ended September 30, 2002 as compared to $2,395,613 for the same period
last year. The increase in bin expense in the third quarter of 2002 relating to
the Sherwin Williams stocking deal accounts for this increase. Bin expense is
the upfront cost of purchasing space in Sherwin Williams stores to display and
sell your product from. To obtain this business, a supplier has no choice but to
purchase this space.
Design studio expenses for the Company increased by 42.9% to $577,925 for
the nine months ended September 30, 2002 versus $404,318 for the same period
last year. This relates to the costs of the new studio introduced by the Ontario
division in 2001 and increased travel costs as we continue to source production
overseas as there is insufficient capacity in North America.
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 of these expenditures are incurred as early as eight to
ten 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 produced
revenue for the nine-month period ended September 30, 2002 of $41,943 compared
to a cost of $50,504 for the same period last year. This decrease in expense can
be attributed to lowering costs of manufacturing the books.
Operating income for the nine months ended September 30, 2002
increased 107.6% to $241,996 from $116,569 for the nine months ended September
30, 2001. This relates to our increasing revenues, which was partially offset by
increased expenses as compared to the previous year.
Interest expense for the Company for the nine months ended September 30,
2002 decreased to $182,047 from $352,857 for the nine months ended September 30,
2001. This decrease in interest expense is attributable to lower rates of
borrowing, decreased average borrowings for the operating companies, payment of
the long term debt and the waiving of interest on the loans to shareholders.
The exchange loss on foreign exchange contracts relates to the FASB
requirement that the ineffective portion of gain or losses attributable to cash
flow hedges be reported in earnings. As the Canadian dollar has fluctuated
dramatically through the first nine months of 2002, the company engaged in
contracts to protect our margins on U.S. sales. These contracts have had a
negative impact on net income. The exchange loss for the nine months ended
September 30, 2002 was $73,941 as compared to an exchange loss of $292,190 for
the nine months ended September 30, 2001.
The net loss for the nine months ended September 30, 2002 was $13,992 as
compared to a net loss of $528,478 for the nine months ended September 30, 2001.
Increased revenue, a reduction in the foreign exchange contract loss and lower
interest expense were partially offset by increased expenses.
Basic and fully diluted loss per share for the nine months ended September
30, 2002 were ($0.01) compared to $(0.19) for the same period last year.
Earnings per share were calculated based on the weighted average number of
shares outstanding as of September 30, 2002 of 2,755,514 and 2,758,831 shares
outstanding as of September 30, 2001.
Liquidity and Capital Resources
The Company had a negative net change in cash of $817,685 for the nine
months ended September 30, 2002. Use of cash for the period was primarily
attributable to an increase in accounts receivable, a reduction in accounts
payable, which was somewhat offset by a decrease in inventories.
Cash flows used in investing activities for the nine months ending
September 30, 2002 were $1,123,145. 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, in addition to continuing the development
of our floor-coverings, ceiling tiles, and area rug product categories.
Item 3. Controls and Procedures
Based on their most recent review, which was completed within 90 days
of the filing of this report, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is accumulated and communicated to
the Company's management, including its principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure and are effective to ensure that such information is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect those
controls subsequent to the date of their evaluation.
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
99.1 Certification Pursuant to 18 U. S. C. Section 1350
(b) Reports on Form 8-K
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: November 12, 2002 By: /s/Alan Fine
Alan Fine,
Chief Executive Officer
Date: November 12, 2002 By: /s/Norman G. Maxwell
Norman G. Maxwell,
Chief Financial Officer,
Secretary and Treasurer
CERTIFICATIONS
I, Alan Fine, Chief Executive Officer of Rosedale Decorative Products,
Ltd., certify that:
1. I have reviewed this quarterly report an Form 10-QSB of Rosedale
Decorative Products, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have;
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as pf the Evaluation Date;
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
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002 /s/ Alan Fine
Alan Fine
Chief Executive Officer
CERTIFICATIONS
I, Norman Maxwell, Chief Financial Officer, Secretary and Treasurer of
Rosedale Decorative Products, Ltd., certify that:
1. I have reviewed this quarterly report an Form 10-QSB of Rosedale
Decorative Products, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have;
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as pf the Evaluation Date;
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
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002 /s/ Norman Maxwell
Norman Maxwell,
Chief Financial Officer,
Secretary and Treasurer