d<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(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, 1998
[ ] 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)
(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 July 14, 1998, 2,500,000 shares of Common Stock, par value $.01
per share, of Rosedale Decorative Products Ltd. were issued and outstanding.
1
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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: July 17, 1998 By: /s/ Alan Fine
-----------------------------
Alan Fine
Chief Executive Officer
Date: July 17, 1998 By: /s/ Norman G. Maxwell
-----------------------------
Norman G. Maxwell
Chief Financial Officer
2
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in legal proceedings with Revenue Canada. The
Revenue Canada proceeding involves the Company's challenge to a Revenue Canada
decision to disallow a business loss deduction taken by Rosedale for losses it
incurred when attempting to create a startup company in California. Rosedale
started the California company in 1992 to make window blinds as an adjunct to
its wallcovering and fabric business. The California company's growth did not
meet the Company's expectations and subsequently was sold in 1994. Rosedale
claimed losses incurred during the operation of the California business as a
business loss deduction on its 1994 tax return. Revenue Canada allowed the
deduction as a capital loss only. Rosedale has filed a formal notice of
objection to Revenue Canada's classification of the deduction. In the event that
Revenue Canada's decision is upheld, Rosedale would be required to pay $664,000
plus interest to satisfy its tax obligation. The Company believes that it has a
meritorious defense and is working to try to settle the matter. The Company is
not aware of any other of any other material legal proceedings pending or
threatened against the Company.
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 six month
period ended March 31, 1998.
25
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS AS AT MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 179,427 400,235
<SECURITIES> 0 0
<RECEIVABLES> 7,056,202 5,174,136
<ALLOWANCES> 105,623 991,166
<INVENTORY> 5,723,775 5,996,220
<CURRENT-ASSETS> 13,278,622 10,916,809
<PP&E> 4,201,591 3,369,683
<DEPRECIATION> 2,200,997 1,922,854
<TOTAL-ASSETS> 16,179,828 13,071,773
<CURRENT-LIABILITIES> 10,917,521 8,561,518
<BONDS> 0 0
0 0
1 1
<COMMON> 162 162
<OTHER-SE> 2,267,488 1,590,932
<TOTAL-LIABILITY-AND-EQUITY> 16,179,828 13,071,773
<SALES> 6,506,589 4,925,180
<TOTAL-REVENUES> 6,506,589 4,925,180
<CGS> 4,078,108 2,920,969
<TOTAL-COSTS> 1,410,420 1,510,230
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 4,730 79,132
<INTEREST-EXPENSE> 131,181 54,956
<INCOME-PRETAX> 882,150 518,157
<INCOME-TAX> 353,000 198,612
<INCOME-CONTINUING> 529,150 319,515
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 529,150 319,515
<EPS-PRIMARY> .20 .12
<EPS-DILUTED> 0 0
</TABLE>
