UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~______________________~~_____________________

Date of Report (Date of earliest event reported): ~~November~~January 169, ~~2005~~2006

Decorize, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________________________________________

Delaware	001-31260	43-1931810
(State of Incorporation)	(Commission File Number)	(IRS employer identification no.)

1938 East Phelps, Springfield, Missouri 65802

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code:

(417) 879-3326

Not Applicable

Former name of address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ o ]Soliciting ~~Soliciting~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02. Unregistered Sales of Equity Securities.

On ~~November~~January 169, ~~2005~~2006, ~~SRC~~Nest ~~Holdings~~USA, ~~Corporation~~Inc. exercised common stock purchase warrants for 1 625,~~500,~~000 shares of the common stock of Decorize, Inc., a Delaware corporation ~~corporation~~ (“Decorize”), at a price of $0.20 per share, for a total purchase price of $~~300~~125,000. ~~SRC~~Nest ~~Holdings~~USA, ~~Corporation~~Inc. had received the warrants upon the closing of a private placement of Decorize common stock on ~~June~~May 1531, 2005, pursuant to the terms of a Securities Purchase Agreement (the “Purchase Agreement”) entered into between Decorize, ~~SRC Holdings Corporation~~ and ~~Quest Capital~~Nest ~~Alliance~~USA, LInc.~~L.C.~~ The warrants exercised by ~~SRC~~Nest ~~Holdings~~USA, ~~Corporation~~ Inc. would have expired on ~~June~~May 1531, 2007, and it still holds warrants issued in the ~~June~~May 2005 ~~2005~~ closing that are exercisable for 1371,~~500,~~000 shares of common stock at a price ~~price~~ of $0.20 per share, which also expire on ~~April~~May 1131, ~~2010~~2007. The description of the Purchase Agreement and related matters that is set forth in Decorize’s Current Report on Form 8-K filed on June 156, 2005, ~~as amended on September 14, 2005,~~ is incorporated herein by reference.

Item 9. Financial Statements and Exhibits.

4.1* Securities Purchase Agreement dated as of ~~June~~May 1531, 2005, bybetween ~~and among~~ Decorize, Inc.~~, SRC Holdings~~ ~~Corporation~~ and ~~Quest Capital Alliance~~Nest USA, LInc.~~L.C.~~

4.2* Warrant Certificate dated as of ~~June~~May 1531, 2005, for the purchase of 1996,~~500,~~000 shares of Common Stock, issued by Decorize, Inc. in the name of ~~SRC~~Nest ~~Holdings~~USA, ~~Corporation~~Inc.

* Incorporated by reference from the Company’s Form 8-K filed on June 216, 2005.

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 hereunto duly authorized.

	DECORIZE, INC.
Date: November 21, 2005	By:	/s/ Brent Olson
		Name: Brent Olson
		Title: Vice President of Finance

DECORIZE, INC.


	COMPANY NAME CORPORATION

Date: January 12, 2006	By:	/s/ Brent Olson
		Name: Brent Olson
		Title: Vice President of Finance

Exhibit Index

4.1* Securities Purchase Agreement dated as of ~~June~~May 1531, 2005, bybetween ~~and among~~ Decorize, Inc.~~, SRC Holdings~~ ~~Corporation~~ and ~~Quest Capital Alliance~~Nest USA, LInc.~~L.C.~~

~~4.3 Warrant~~* ~~Certificate~~Incorporated ~~dated~~by asreference offrom ~~June 15, 2005, for~~ the ~~purchase~~Company’s ofForm ~~1,500,000~~8-K ~~shares of Common~~filed ~~Stock,~~on ~~issued~~June ~~by Decorize~~6, ~~Inc. in the name of SRC Holdings~~ ~~Corporation~~2005.

4.4 Warrant Certificate dated as of June 15, 2005, for the purchase of 1,057,143 shares of Common Stock, issued by Decorize, Inc. in the name Quest Capital Alliance, L.L.C.

4.5 Warrant Certificate dated as of June 15, 2005, for the purchase of 750,000 shares of Common Stock, issued by Decorize, Inc. in the name Quest Capital Alliance, L.L.C.

4.6 Registration Rights Agreement dated as of May 31, 2005, between Decorize, Inc., SRC Holdings Corporation and Quest Capital Alliance, L.L.C.

4.7 Second Amended and Restated Certificate of Designation of the Series A Convertible Preferred Stock of Decorize, Inc.

10.1 Amendment No. 2 to Loan Agreement, dated as of June 16, 2005, between Decorize, Inc. and Bank of America, N.A.

Filing Compare · DECORIZE INC