
   As filed with the Securities and Exchange Commission on February 21, 2006
                                                     Registration No. 000- 51688


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 Amendment No. 1

                                       to


                                 FORM 10-SB / A

                   GENERAL FORM FOR REGISTRANTS OF SECURITIES
                            OF SMALL BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                 (Name of Small Business Issuer in its charter)

                Nevada                                    16-1734022
      (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                  Identification No.)

                 4596 Russell Street, Salt Lake City, Utah 84117
              (Address of principal executive officers) (Zip Code)

Issuer's telephone number: (801) 230-1807

Securities to be registered under Section 12(b) of the Act:

            Title of each class                 Name of each exchange on which
            to be so registered                 each class is to be registered

                   N/A                                       N/A

Securities to be registered under Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of Class)


<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.

                                 FORM 10-SB / A

                                TABLE OF CONTENTS

                                                                            PAGE

                                    PART I

ITEM 1. Description of Business..........................................     3

ITEM 2. Management's Discussion and Analysis or Plan of Operation........    12

ITEM 3. Description of Property..........................................    18

ITEM 4. Security Ownership of Certain Beneficial Owners and Management...    18

ITEM 5. Directors, Executive Officers, Promoters and Control Persons.....    18

ITEM 6. Executive Compensation...........................................    20

ITEM 7. Certain Relationships and Related Transactions...................    20

ITEM 8. Description of Securities........................................    20

                                PART II

ITEM 1. Market Price of and Dividends on the Registrant's Common Equity
        and Related Stockholder Matters..................................    21

ITEM 2. Legal Proceedings................................................    23

ITEM 3. Changes in and Disagreements with Accountants....................    24

ITEM 4. Recent Sales of Unregistered Securities..........................    24

ITEM 5. Indemnification of Directors and Officers........................    24

                               PART F/S

        Financial Statements.............................................    25

                               PART III

ITEM 1. Index to Exhibits................................................   S-1

ITEM 2. Description of Exhibits..........................................   S-1

        Signatures.......................................................   S-2


                                       2
<PAGE>

                                     PART I

ITEM 1. Description of Business

Business Development

   History

   Rocky Mountain Fudge Company, Inc. ("the Company") was incorporated in the
State of Utah as Vallerie's Country Candy, Inc. on January 4, 1990, primarily to
engage in the business of manufacturing and retailing fudge candy. Upon its
incorporation, the Company issued an aggregate of 300,000 shares of common stock
for cash consideration to its three initial directors (100,000 shares each). On
August 10, 1990, the Company approved a forward stock split of its outstanding
shares on a four shares for one share basis, resulting in 1.2 million shares
outstanding, post-split.

   On August 10, 1990, the Company's Board of Directors and stockholders voted
to increase the Company's authorized capital from 1 million to 10 million shares
of common stock, while retaining the par value at $0.001 per share. The Company
filed Articles of Amendment effecting this change on October 15, 1990.
Subsequently on August 27, 1992, the Company changed its name to RV & S
Enterprises and, on August 12, 1998, again change its name to Rocky Mountain
Fudge Company, Inc.

   In December 1998, the Company completed an initial public offering of 50,000
shares of its common stock for the offering price of $1.00 per share. As a
result of this offering, the Company realized gross proceeds of $50,000

   On September 27, 2005, the Company held a special meeting of stockholders to
consider and act on the following proposals:

   o  to change the authorized capitalization to 50 million shares of common
      stock, par value $0.001 per share;

   o  to effect a forward split of the issued and outstanding shares of common
      stock on a 5 shares for 1 share basis; and

   o  to empower the Board of Directors to take the necessary corporate action
      to relocate the domicile of the Company from the State of Utah to the
      State of Nevada.

   All of the above proposals were approved by the stockholders and the Company
took the appropriate actions to facilitate each action. The forward stock split
increased the issued and outstanding shares of common stock to 6.25 million
shares In order to relocate the domicile of the Company, the Company created a
new wholly owned subsidiary in the State of Nevada under the name of Rocky
Mountain Fudge Company, Inc. The Nevada corporation has the same capitalization
as the Company; 50 million shares of common stock, par value $0.001 per share.
The Company and the newly formed Nevada entity then executed an Agreement and
Plan of Merger for the sole purpose of changing the Company's domicile to
Nevada. As a result of the merger transaction, the Utah corporation was merged
with and into the Nevada corporation, with the Nevada entity being the survivor.
Each Company stockholder was entitled to exchange their shares of common stock
in the Utah entity for the same number of shares in the Nevada entity, adjusted
for the five for one forward stock split. Unless otherwise noted, all references
hereafter to share amounts will be on a post-split basis.


                                       3
<PAGE>

   Following the change of domicile, the Company incorporated a new wholly owned
subsidiary in the State of Utah under the name of Wasatch Candy Company, Inc.,
d.b.a. Vallerie's Country Candy, into which the Company transferred certain cash
and assets and through which the Company will operate its candy business.

   Initial Public Offering

   On October 1, 1998, the Company commenced an initial public offering of its
common stock pursuant to an exemption from registration under the Securities Act
of 1933 (the "Securities Act") provided by Rule 504 of Regulation D promulgated
thereunder. The offering was for 50,000 shares of common stock at the offering
price of $1.00 per share. The Company sold a total of 50,000 shares to 31
investors for gross proceeds of $50,000 and filed a final Form D with the SEC in
December 1998. The 50,000 shares now represent 250,000 shares, post-split.

   Registration Statement

   The Company is voluntarily filing this registration statement on Form 10-SB
in order to make information concerning itself more readily available to the
public. Management believes that being a reporting company under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), will enable the Company to
make an application to have its common stock traded in the public
over-the-counter market. Also, being a reporting company will make information
concerning the Company more accessible to its stockholders, prospective
stockholders and the public trading market.

   As a result of filing this registration statement, the Company is obligated
to file with the SEC certain interim and periodic reports including an annual
report containing audited financial statements. The Company anticipates that it
will continue to file such reports, notwithstanding the fact that, in the
future, it may not otherwise be required to file such reports based on the
criteria set forth under Section 12(g) of the Exchange Act.

   The Company's principal executive offices are located at 4596 Russell Street,
Salt Lake City, Utah 84117 and its telephone number is (801) 230-1807.

Business Activities

   Since its creation in 1990, the Company has manufactured and marketed its
candy on a seasonal basis. The Company's principal product is fudge candy, which
is produced and sold to retail consumers in northern Utah and surrounding areas.
The Company also produces a brittle candy. All of the Company's products are
made using proprietary recipes contributed to the Company by its Secretary,
Vallerie Moulton. Historically, the Company has used various facilities to
produce its candy.

   In the past, the Company sold its products through retail booths that the
Company would rent at various locations such as established crafts boutiques and
at the Dickens Festival, which was held annually at the Salt Lake County
fairgrounds for two weeks immediately following Thanksgiving. Typically, the
Company would rent its booths for short periods of time, particularly at special
events and during the holiday seasons. Management estimates that approximately
90% of the Company's revenues were historically realized during the Thanksgiving
Christmas periods.


                                       4
<PAGE>


   In 2000, the Dickens Festival, which had been the highest grossing location
for the Company's booths, ceased operations and demand for the Company's
products severely decreased. Accordingly, shortly thereafter the Company
curtailed most of its operations. However, in mid-2005, the Company decided to
re-established its operations and prepared to once again manufacture and market
its candy products. In the fourth quarter of 2005, the Company realized nominal
revenues of $3,447 from candy sales to former customers in response to
unsolicited requests. During this period the Company used temporary kitchen
facilities to prepare its candy and shipped the finished product directly to
customers via mail.

   Also in the fourth quarter of 2005, the Company began preparing sales and
promotional literature and price lists and commenced development of an Internet
website to ultimately be used for the promotion and sale of its products.
Management anticipates that the website will eventually become the Company's
primary marketing focus. The Company is also in the process of making initial
contacts with former customers and potential new customers and disseminating
sales materials to promote its products. Management believes that a full
marketing effort will not take place until the second quarter of 2006.


Products

   All of the Company's candies have been developed by recipes contributed to
the Company by its co-founder and Secretary, Vallerie Moulton. Ms. Moulton
continues to oversee the production of the Company's various candy products.
Presently, the Company offers its fudge candy in the following varieties: Plain,
Walnut, Almond, Rocky Road, Caramel Swirl and Virginia Cream. The Company also
offers its brittle candy in the following varieties: Peanut, Pecan and Cashew.
Although the Company does not have any immediate definitive plans, it will
continue to explore the possibilities of producing other varieties of its
existing products or developing new candy products.

Distribution

   Historically, the Company sold its products by way of rented booths at
various special functions, fairs and other events, concentrating its sales
during the Thanksgiving and Christmas seasons. Most of the Company's sales have
been made in face-to-face transactions at one of its retail booths. However,
management now intends to concentrate more on marketing its products through
mail order and the Internet. Although the Company will continue to use direct,
in-person sales, direct advertising and promotional flyers, it will emphasize
sales over the Internet. To this end, the Company is developing a website that
is expected to be operational in the first quarter of 2006. The Company's
Internet address is www.greatestfudgeonearth.com.


   The Company believes that its Internet website will enhance and broaden the
marketing of its products and increase the Company's visibility in the
marketplace. Although the Company intends to continue using limited direct sale
outlets, management believes that marketing its products on the Internet is more
cost effective that direct sales. By focusing on Internet sales, the Company
will save the cost of operating a store front business including rent and
utility expenses and fixed costs associated with acquiring and maintaining
fixtures. The Company intends to continue to use rented booths and kiosks at
special events, however these fixtures can be rented for brief periods without
ongoing fixed expenses.



                                       5
<PAGE>


   Future sales via the Internet would most likely mean shipping the Company's
products outside its local marketing area, which would entail special handling.
The Company intends to heat shrink wrap its candy products in air tight packages
prior to shipping in order to protect the products from warm weather and
extended delivery periods. Management believes that this packaging will keep the
products from melting for an extended time and assure delivery of a fresh
product without using more extreme and costlier methods such as "cold packing."
The Company adds the cost of shipping to the total price customers pay for
products. By avoiding costly special handling when shipping its products, the
Company will be able to charge its customers less for its candy that will enable
the Company to be more competitive with other candy sellers.

   The Company's fudge and other candies are generally sold in pre-packaged 1/2
pound plastic containers or wrapped in air tight packages. In addition, the
Company makes its fudge available in slices that are cut in the size or weight
that the customer orders. The Company sells its fudge at a price of $13.00 per
pound and its brittle candy for $14.00 per pound, which price includes sales tax
for mail orders. The Company adds a flat $7.70 shipping and handling fee to each
order. Management believes that the Company's candy is priced competitively
compared to other candy makers that charge between $8.50 to $23.00 per pound for
their products. Also, unlike some competitors, the Company does not anticipate
adjusting its prices during holidays.

   The Company intends to expand its marketing and distribution of its candies
as necessary funds are available and business warrants such expansion. However,
as of the date hereof management has not yet developed a definitive marketing
plan. The Company's current primary focus is to develop its Internet website to
increase awareness and marketability of its products. Management also
anticipates that during the first half of 2006, it will begin to use direct
mailings and will also contact individual retailers that might be interested in
carrying the Company's candy line, and wholesalers that might be interested in
distributing the Company's products to their retailers.


New Products

   The Company presently has no new products in development.

Competition

   The candy and snack food industry is highly competitive, and is dominated by
large national and international concerns such as Nabisco, Hershey Foods and
Nestle. There will be literally hundreds of competitors existing in the
Company's market at any given time. Due to this large and very fragmented
market, in addition to the Company's status as a development stage company,
management expects that the Company's competitive position in its industry will
be extremely small. Even if the Company is successful in its business plans,
this will remain the case. There can be no assurance that the Company will be
able to compete successfully in its industry.


                                       6
<PAGE>

Sources and Raw Materials and Supplies

   The raw materials used in the Company's products are very widely available
from distributors and at the retail level. These materials include butter,
sugar, walnuts and other nuts, marshmallows, spices and other condiments. The
Company believes that it can readily purchase adequate supplies from local
distributors or from large retail outlets such as Costco and Sam's Club.
Management does not expect a scarcity of any ingredients to be a concern.

Dependence on One or More Customers


   In the past, the Company received approximately 60% of its yearly revenues
from the now discontinued Dickens Festival. However, in the future the Company
intends to concentrate on Internet marketing once its website is fully developed
and operational. The Company will also continue to explore marketing
possibilities through retail businesses, specialty boutiques, special events and
festivals. Presently, the Company does not have a firm arrangement with any
retail business or special event or festival. Because most of the Company's
projected sales are expected to come from Internet orders and a variety of
public retail outlets, management does not believe that the Company will be
dependent on one or a small number of customers. There can be no assurance that
the Company will be able to achieve or maintain a customer base that is diverse
and large enough to avoid being dependent on a sole customer.


Patents

   The Company does not presently have any patents, trademarks, licenses,
franchises, concessions or royalty agreements and there are no plans to secure
any such arrangements in the foreseeable future.

Governmental Regulations

   The Company's operations and production of its candy are subject to U.S.
Department of Agriculture ("USDA") regulations requiring labeling of ingredients
on its candy containers. Management believes that it is in compliance with this
regulation. The Company's manufacturing facilities are also subject to periodic
USDA inspections for cleanliness and its scales, which are used for weighing
quantities of product at retail, are subject to periodic testing by the Division
of Weights and Measures of the Utah Department of Agriculture. With the
exception of periodic inspections by the USDA for cleanliness of its kitchen,
management believes that the Company does not have to comply with any specific
environmental laws.

Research and Development

   The Company does not conduct any research and development in connection with
its business operations.


                                       7
<PAGE>

Employees

   Currently, the Company has no full-time employees, but does use four
part-time employees, three of which are also directors. The Company is currently
paying its part-time employees at the rate of $10.00 per hour. Vallerie Moulton,
the Company's secretary, devotes approximately 60 hours per month to the
production of the Company's products. However, she may work more hours in the
future as business demand for products increase and the Company has adequate
funds to expand its operations and production of product. Steven Moulton, the
Company's Vice President, devotes approximately 60 hours per month to the
Company's business.


   The Company does not have any employment contracts with its employees and
none of the employees are members of any union, nor have they entered into any
collective bargaining agreements. If the Company's operations reach a level that
justifies expansion and if adequate funds are available, management will
consider adding additional employees during the next year in order to
accommodate the growth. The addition of any new employees will be contingent
upon increased business warranting such additions and the availability of funds
to pay for these new employees.


Facilities


   The Company currently uses the personal residence of its President and
Secretary as its principal executive offices. These facilities that are owned by
the President and Secretary are provided to the Company at no charge. The
Company also maintains a mail delivery location that is rented on a monthly
basis and at which it receives correspondences and product orders. The address
of this location is 4760 Highland Drive, #353, Salt Lake City Utah 84117. In the
past the Company has leased various commercial kitchen locations for the
production of its candies. Presently, management is attempting to locate a new
commercial kitchen in Salt Lake City, Utah, in which to produce its candies in
larger quantities. The Company intends to rent a facility that is fully equipped
and will not require new or additional equipment. The Company's kitchen and
production facilities are subject to periodic inspection by the United States
Department of Agriculture for cleanliness


Industry Segments

   No information is presented regarding industry segments. The Company is
presently engaged in the production and marketing of candy products and has no
current plans to participate in another business or industry. Reference is made
to the statements of income included herein in response to Part F/S of this Form
10-SB for a report of the Company's operating history for the past two fiscal
years.

Risk Factors Related to the Company's Business

   The Company is subject to certain substantial risks inherent in its business
and set forth or referred to herein. Prospective investors in the Company's
securities should carefully consider, among other potential risks, the following
risk factors as well as all other information set forth or referred to herein
before considering an investment in the Company's common stock. An investment in
the Company's shares involves a high degree of risk. If any of the following
events or outcomes actually occurs, business operating results and financial
condition would likely suffer. As a result, if a trading market for the
Company's shares develops, the trading price of its common stock could decline
and you may lose all or part of the money you paid to purchase your shares.


                                       8
<PAGE>

   The Company has a limited operating history and has not recorded operating
   profits since its inception.  Continuing losses may exhaust capital
   resources and force the Company to discontinue operations.

   Although the Company was incorporated in 1990, it has a limited and sporadic
operating history and has incurred net losses since inception. The potential to
generate profits from the Company's candy business depends on many factors,
including the following:

   o  the ability to secure adequate funding to locate adequate kitchen and
      manufacturing facilities and to fund ongoing production of product;

   o  the size and timing of future customer orders, product delivery and
      customer acceptance, if required;

   o  the costs of maintaining and expanding operations; and

   o  the ability to attract and retain a qualified work force.

   There can be no assurance that the Company will be able to achieve any of the
foregoing factors or realize profitability in the immediate future or at any
time.

   The Company has limited assets and has not recorded revenues or an
   operating profit for several years; continuing losses may exhaust capital
   resources and force the Company to discontinue operations.


   The Company currently has only limited cash assets and has not realized any
significant revenues or an operating profit for several years. From its
inception in January 1990 through December 31, 2005, the Company has incurred
cumulative losses of approximately $68,103. There can be no assurance that the
Company will produce any material revenues or achieve profitability in the
immediate future or at any time for the Company or its stockholders or that any
such business will operate on a profitable basis.


   The Company's auditors have expressed a going concern opinion


   The Company's independent auditors discuss in their report dated February 6,
2006 included with the December 31, 2005 financial statements, the Company's
ability to continue as a going concern. Their report states that "the Company
has limited revenues and has sustained recent losses from operations. This
raises substantial doubt about the Company's ability to continue as a going
concern." Note 2 to the financial statements further states that "[t]he ability
of the Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes profitable.
If the Company is unable to obtain adequate capital, it could be forced to cease
operations." Please see Note 2 to the financial statements included herewith.



                                       9
<PAGE>

   In order to continue business, the Company may have to secure additional
   capital.  Additional required capital may not be available at attractive
   terms which would have a material negative effect on the company's
   business and operating results.

   In the event the Company needs additional funds in order to continue or
increase its current business operations, it may not be able to secure such
funding. In the past the Company's has been dependent on the infusion of capital
from directors and stockholders in order to continue its business. Currently,
management estimates recurring annual total expenses to be approximately
$15,000. Management further expects that general, administrative and other
operating expenses will increase substantially as the Company accelerates
efforts to expand its business and to satisfy increased reporting and
stockholder communications obligations under the securities laws.

   There can be no assurance that the Company will be able to obtain necessary
funds required to continue operations, or that such funds will be available on
favorable terms favorable, or at all. If the Company borrow funds it will have
to pay interest and may also have to agree to restrictions that limit operating
flexibility. In addition, the Company's cash requirements may vary materially
from those now anticipated by management. These changes may be due to the
results of business expansion, potential changes in capital and debt markets,
terms on which financing can be obtained, competitive factors and other factors.
If adequate funds are not available, the Company may be required to curtail
operations which would have a negative effect on the Company's financial
condition.

   The Company may not be able to expand the market for its products, which
   could cause its business to fail.

   It is management's intention to expand the products the Company offers and
the area in which it markets products, but only as ongoing business conditions
warrant and, if necessary, funds are available. The Company presently operates
in a limited area in and around Salt Lake City, Utah. In order to expand the
area in which the Company operates, it must expand its facilities, purchase
additional equipment and retain additional personnel. Also, there can be no
assurance that if the Company's does expand into new areas, that such expansion
will be successful or that the business generated form the addition of markets
will warrant the expenses necessary to facilitate the expansion. If the Company
is unable to successfully expand its marketing area and products offered, its
business may not be able to grow, or it may possibly decrease which will have a
negative impact on future operations.

   The industry in which the Company operates is highly competitive and could
   affect results of operations, which would make profitability even more
   difficult to achieve and sustain.

   The candy and related products industry is highly competitive and is marked
by easy entry and many competitors and potential competitors. In addition to
several local competitors some of the national competitors include Nabisco,
Hershey Foods and Nestle. Most existing and potential competitors have greater
financial resources, larger market share and larger production capability, which
may enable them to establish a stronger competitive position than the Company
has, in part through greater marketing opportunities. If the Company fails to
compete effectively with these businesses or to address competitive developments
quickly and effectively, it will not be able to grow its business or remain a
viable entity.


                                       10
<PAGE>

   The Company's business could be adversely affected by any adverse economic
   developments in the candy and snack food industry and/or the economy in
   general.

   The Company depends on the perceived ongoing demand for its candy products,
which is subject to trends in discretionary spending by the consumer. Therefore,
future business is susceptible to downturns in the candy industry and the
economy in general. Any significant downturn in the market or in general
economic conditions would likely hurt the Company's business.

   Management Will Devote Only Minimal Time to the Company.

   Presently, the Company's three directors have other full time obligations and
will devote only such time to the Company as necessary. It is anticipated that
the Company's Secretary and originator of the recipes for its products, Vallerie
Moulton, spends approximately 60 hour per month to the business of the Company.
Steven Moulton spends approximately 60 hours per month dealing with the
administrative details of the Company's business and the balance of his time to
conducting his own investment and consulting activities. Director Ronald Moulton
will devote only such time to the Company as may be required as a member of the
Board of Directors. Thus, because of their other time commitments, management
anticipates that they will devote only a minimal amount of time to the Company,
at least until such time as business warrants devoting more time.

   Effective voting control of the Company is held by its three directors.

   The Company's three directors own in the aggregate approximately 64% of the
outstanding voting securities of the Company. No other person owns as much as of
10% of the outstanding shares. Accordingly, the current directors will have the
ability to elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders.

   Currently there is no active market for the Company's common stock.


   There is not currently, nor has there been, a public trading market for the
Company's common stock. Following the effectiveness of this registration
statement, the Company intends to request that a broker-dealer / market maker
submit an application to make a market for the Company's shares on the OTC
Bulletin Board. However, there can be no assurance that the application will be
accepted or that any trading market will ever develop or be maintained on the
OTC Bulletin Board, pink sheets or any other recognized trading market or
exchange. Any trading market for the common stock that may develop in the future
will most likely be very volatile, and numerous factors beyond the control of
the Company may have a significant effect on the market. Only companies that
report their current financial information to the SEC may have their securities
included on the OTC Bulletin Board. Therefore, only upon the effective date of
this registration statement will the Company's shares become eligible to be
quoted on the OTC Bulletin Board. In the event that the Company loses this
status as a "reporting issuer," any future quotation of its common stock on the
OTC Bulletin Board may be jeopardized.



                                       11
<PAGE>

   The so called "penny stock rule" could make it cumbersome for brokers and
   dealers to trade in the Company's common stock, making the market less
   liquid which could have a negative effect on the price of the shares .


   In the event the Company's shares are ultimately quoted on the OTC Bulletin
Board, it is most likely that trading of the Company's common stock will be
subject to certain provisions of the Exchange Act, commonly referred to as the
"penny stock" rule. A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. If the Company's stock is deemed to be a penny stock, trading will
be subject to additional sales practice requirements on broker-dealers. These
may require a broker-dealer to:


   o  make a special suitability determination for purchasers of the shares;

   o  receive the purchaser's written consent to the transaction prior to the
      purchase; and

   o  deliver to a prospective purchaser of the Company's shares prior to the
      first transaction, a risk disclosure document relating to the penny stock
      market.

   Consequently, penny stock rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's common stock. Also, prospective
investors may not want to get involved with the additional administrative
requirements, which may have a material adverse effect on the trading of the
Company's shares.

   The Company has never paid a dividend and does not intend to do so in the
immediate future.

   The Company has never paid cash dividends and has no plans to do so in the
foreseeable future. Any future dividend policy will be determined by the
Company's Board of Directors and will depend upon a number of factors, including
the Company's financial condition and performance, cash needs and expansion
plans, income tax consequences, and the restrictions that applicable laws and/or
credit arrangements may impose.

ITEM 2. Management's Discussion and Analysis or Plan of Operation

   The following information should be read in conjunction with the financial
statements and notes thereto appearing as Part F/S of this Form 10-SB.


                                       12
<PAGE>

   The Company is considered a development stage company with minimal cash
assets and with only limited operations and revenue. Ongoing operating expense,
including the costs associated with the preparation and filing of this
registration statement, have been paid for by advances from a stockholder of the
Company. It is anticipated that the Company will require approximately $15,000
over the next 12 months to fund the Company's operations and to maintain the
corporate viability of the Company. Management believes that necessary funds
will most likely be provided by the Company's officers and directors in the
immediate future. However, unless the Company is able to generate sufficient
revenues from sales of its candy products, or is able to obtain significant
outside financing, there is substantial doubt about its ability to continue as a
going concern.

Results of Operations


   The Company had no revenues for the year ended December 31, 2004 and reported
nominal revenues of $3,447 for the year ended December 31, 2005, the result of
candy sales during the fourth quarter of 2005. The Company realized a net loss
of $19,545 during the year ended December 31, 2005 and did not report any
revenues, expenses or net loss for the year ended December 31, 2004. These
results reflect the Company's inactivity prior to 2005. The loss for 2005 is
attributed primarily to legal and accounting expenses associated with the filing
of the Company's registration statement with the SEC.


Liquidity and Capital Resources


   All of the expenses incurred during 2005 were paid by a stockholder. Because
the Company currently has only nominal revenues and limited cash reserves, it
expects to continue to rely on the stockholder to pay its expenses until such
time it realizes adequate revenues from the production and sales of its candy
products. There is no assurance that the Company will be able to generate
adequate revenues in the immediate future to satisfy its cash needs.


   In the opinion of management, inflation has not and will not have a material
effect on the ongoing operations of the Company.

Plan of Operation

   During the next 12 months, the Company will actively pursue a new production
facilities for its candy manufacturing business to enable it to market and sell
its products. Because the Company lacks immediate necessary funds, it may be
necessary for the officers and directors to either advance funds to the Company
or to accrue expenses until such time as it can attain a meaningful level of
production. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as business warrants the payment of
such.

   The Company's immediate plans call for locating and making operational a new
commercial kitchen facility in which to produce its products. The Company
intends to rent a facility that has adequate space and equipment to handle its
anticipated production needs, without having to incur significant expense. It is
anticipated that the facility will be able to accommodate the packaging of
products.

   The Company intends to focus its marketing efforts to the Internet and other
advertising that will enhance mail orders. The Company intends to continue
selling its products at local retail in booths located at special events, fairs
and festivals, however, management believes the most potential for the Company's
business will by the Internet.


                                       13
<PAGE>


   As of December 31, 2005, the Company had $32,248 in cash. After paying
certain costs and expenses related to restarting production and the associated
professional fees, including the cost of preparing and filing this registration
statement, management estimates that it will have sufficient funds to operate
for the next six to twelve months. If business revenues do not provide enough
funds to continue operations, it may be necessary for the Company to seek
additional financing. This would most likely come from current directors,
although the directors are under no obligation to provide additional funding and
there is no assurance outside funding will be available on terms acceptable to
the Company, or at all.

   Management anticipates that its new kitchen facilities will be rented with
equipment adequate to handle the Company's anticipated candy production.
Therefore, it is not expected that the Company will have to make any significant
capital expenditures for new equipment or other assets. If additional equipment
does become necessary, the Company believes that it will have adequate cash on
hand to acquire the equipment.


   Currently, the Company uses four part-time employees, three of whom are
directors. Management believes that these employees will be adequate for the
foreseeable future, or until the Company's production reaches a level to justify
additional employees. Further, the Company believes that in the event increased
business necessitates additional employees, then the Company will be able to pay
the added expenses of these employees from increased revenues.

   Our plan of operations for the next twelve months will focus on completing
development of our Internet website and building a customer base for our
products. This 12 month plan of operations includes our goals of

   o  increasing revenues from sales of our candy products;

   o  expanding the Company's marketing area to include communities outside
      the Salt Lake City metropolitan area;

   o  expanding the Internet business to be able to attract new customers,
      regardless of location, which will create an expanded mail order business;

   o  hiring additional employees and/or independent contractors if the Company
      is successful in expanding its business and adequate funds are available;
      and

   o  attaining profitability.

   To achieve these goals during the next twelve months, the Company intends to
exploit its new website to the extent possible and create new business by
advertising, as funds permit. Management believes that these plans can be
successfully implemented.

Net Operating Loss


   The Company has accumulated approximately $63,700 of net operating loss
carryforwards as of December 31, 2005. This loss carry forward may be offset
against taxable income and income taxes in future years and expires in the year
2025. The use of these losses to reduce future income taxes will depend on the
generation of sufficient taxable income prior to the expiration of the net
operating loss carryforwards. In the event of certain changes in control, there
will be an annual limitation on the amount of net operating loss carryforwards
which can be used. No tax benefit has been reported in the financial statements
for the year ended December 31, 2005 because it has been fully offset by a
valuation reserve. The use of future tax benefit is undeterminable because the
Company presently has no operations.



                                       14
<PAGE>

Recent Accounting Pronouncements

   In January 2003, the Financial Accounting Standards Board, or FASB, issued
Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities,
which addresses the consolidation of business enterprises (variable interest
entities), to which the usual condition of consolidation, a controlling
financial interest, does not apply. FIN 46 requires an entity to assess its
business relationships to determine if they are variable interest entities. As
defined in FIN 46, variable interests are contractual, ownership or other
interests in an entity that change with changes in the entity's net asset value.
Variable interests in an entity may arise from financial instruments, service
contracts, guarantees, leases or other arrangements with the variable interest
entity. An entity that will absorb a majority of the variable interest entity's
expected losses or expected residual returns, as defined in FIN 46, is
considered the primary beneficiary of the variable interest entity. The primary
beneficiary must include the variable interest entity's assets, liabilities and
results of operations in its consolidated financial statements. FIN 46 is
immediately effective for all variable interest entities created after January
31, 2003. For variable interest entities created prior to this date, the
provisions of FIN 46 were originally required to be applied no later than the
first quarter of Fiscal 2004. On October 8, 2003, the FASB issued FASB Staff
Position (FSP) FIN 46-6, Effective Date of FASB Interpretation No. 46,
Consolidation of Variable Interest Entities. The FSP provides a limited deferral
(until the end of the second quarter of 2004) of the effective date of FIN 46
for certain interests of a public entity in a variable interest entity or a
potential variable interest entity. Management will continue to evaluate FIN 46,
but due to the complex nature of the analysis required by FIN 46, management has
not determined the impact on consolidated results of operations or financial
position.

   In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. In particular, this
Statement clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative and when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. The Company adopted this standard for contracts entered into or
modified after June 30, 2003. The adoption of SFAS No. 149 did not have a
material impact on the Company's consolidated results of operations or financial
position.

   In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
requires certain financial instruments that embody obligations of the issuer and
have characteristics of both liabilities and equity to be classified as
liabilities. The Company adopted this standard for financial instruments entered
into or modified after May 31, 2003. The adoption of SFAS No. 150 did not have a
material impact on the Company's consolidated results of operations or financial
position.


                                       15
<PAGE>

   On December 16, 2004 the FASB issued SFAS No. 123(R), Share-Based Payment,
which is an amendment to SFAS No. 123, Accounting for Stock-Based Compensation.
This new standard eliminates the ability to account for share-based compensation
transactions using Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, and generally requires such
transactions to be accounted for using a fair-value-based method and the
resulting cost recognized in the financial statements. This new standard is
effective for awards that are granted, modified or settled in cash in interim
and annual periods beginning after June 15, 2005. In addition, this new standard
will apply to unvested options granted prior to the effective date. Management
will adopt this new standard effective for the fourth fiscal quarter of 2005,
and has not yet determined what impact this standard will have on the Company's
financial position or results of operations.

   In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an
amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This Statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adoption of this Statement will have any
immediate material impact on the Company.

   In December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate
Time-sharing Transactions, which amends FASB statement No. 66, Accounting for
Sales of Real Estate, to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions. This statement also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Management believes the adoption of this
Statement will have no impact on the financial statements of the Company.

In December 2004, the FASB issued SFAS No.153, Exchange of Nonmonetary Assets.
This Statement addresses the measurement of exchanges of nonmonetary assets. The
guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, included certain exceptions to that principle. This Statement amends
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetrary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. This Statement is
effective for financial statements for fiscal years beginning after June 15,
2005. Earlier application is permitted for nonmonetary asset exchanges incurred
during fiscal years beginning after the date of this statement is issued.
Management believes the adoption of this Statement will have no impact on the
financial statements of the Company.


                                       16
<PAGE>

Forward Looking and Cautionary Statements


   This registration statement includes "forward-looking statements" that may
relate to such matters as anticipated financial performance, future revenues or
earnings, business prospects, projected ventures, new products and services,
anticipated market performance and similar matters. When used in this report,
the words "may," "will," expect," anticipate," "continue," "estimate,"
"project," "intend," and similar expressions are intended to identify
forward-looking statements regarding events, conditions, and financial trends
that may affect the Company's future plans of operations, business strategy,
operating results, and financial position. The Company caution readers that a
variety of factors could cause its actual results to differ materially from the
anticipated results or other matters expressed in forward-looking statements.
These risks and uncertainties, many of which are beyond the Company's control,
include:


   o  the ability to maintain current business and, if feasible, expand the
      marketing of products;

   o  the ability to attract and retain new individual and retail customers;

   o  the sufficiency of existing capital resources and the ability to raise
      additional capital to fund cash requirements for future operations;

   o  uncertainties involved in the rate of growth of business and acceptance
      of the Company's products and;

   o  anticipated size or trends of the market segments in which the Company
      competes and the anticipated competition in those markets;

   o  future capital requirements and the Company's ability to satisfy its
      needs;

   o  general economic conditions.

   Although management believes the expectations reflected in these
forward-looking statements are reasonable, such expectations cannot guarantee
future results, levels of activity, performance or achievements. Actual results
may differ materially from those included within the forward-looking statements
as a result of various factors. Cautionary statements in the risk factors
section and elsewhere in this registration statement identify important risks
and uncertainties affecting the Company's future, which could cause actual
results to differ materially from the forward-looking statements made herein.


                                       17
<PAGE>

ITEM 3. Description of Property

   The Company does not presently own any property.

ITEM 4. Security Ownership of Certain Beneficial Owners and Management


   The following table sets forth information, to the best of the Company's
knowledge, as of December 31, 2005, with respect to each person known by the
Company to own beneficially more than 5% of the outstanding common stock, each
director and all directors and officers as a group.


Name and Address                     Amount and Nature of     Percent
of Beneficial Owner                  Beneficial Ownership   of Class(1)
----------------------------------   --------------------   -----------

Ronald Moulton *                                1,000,000          16.0%
   4706 South Highland Drive, #353
   Salt Lake City, UT 84117

Vallerie Moulton *                              2,000,000          32.0%
   4706 South Highland Drive, #353
   Salt Lake City, UT 84117

Steven Moulton                                  1,000,000          16.0%
   4706 South Highland Drive, #353
   Salt Lake City, UT 84117

Nancy Rowley                                      500,000           8.0%
   876 East 4125 South
   Salt Lake City, UT 84197

Kenneth Rowley                                    500,000           8.0%
   1356 Applewood Drive
   Mentone, CA 92359

Diane Moulton                                     500,000           8.0%
   1083 East Luetta Drive # A
   Salt Lake City, UT 84124

Traci Baird                                       500,000           8.0%
   1865 Sycamore Lane
   Salt Lake City, UT 84117

All directors and officers                      4,000,000          64.0%
   a group (3 persons)

   * Director and/or executive officer

   Note: Unless otherwise indicated, the Company has been advised that each
         person above has sole voting power over the shares indicated above.


   (1) Based upon 6,250,000 shares of common stock outstanding on December 31,
       2005.



ITEM 5. Directors, Executive Officers, Promoters and Control Persons

   The executive officers and directors of the Company are as follows:

   Name                Age   Position
   ----                ---   --------
   Ron Moulton          70   President, Chief Executive Officer and Director

   Steven D. Moulton    43   Vice President, Treasurer and Director

   Vallerie Moulton     66   Secretary and Director

------------


                                       18
<PAGE>

   All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof, but directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board and any committee of the Board. However, the
directors may defer their expenses and/or take payment in shares of the
Company's common stock. As of the date hereof, no director has accrued any
expenses or compensation. Officers are appointed annually by the Board of
Directors and each executive officer serves at the discretion of the Board. The
Company does not have any standing committees.

   No director, officer, affiliate or promoter of the Company has, within the
past five years, filed any bankruptcy petition, been convicted in or been the
subject of any pending criminal proceedings, or is any such person the subject
or any order, judgment, or decree involving the violation of any state or
federal securities laws.

   All of the Company's present directors have other employment or sources of
income and will routinely devote only such time to the Company necessary to
maintain its viability. It is estimated that each director will devote
approximately 20 to 60 hours per month to the Company's corporate activities.

   Currently, there is no arrangement, agreement or understanding between the
Company's management and non-management stockholders under which non-management
stockholders may directly or indirectly participate in or influence the
management of the Company's affairs. Present management openly accepts and
appreciates any input or suggestions from the Company's stockholders. However,
the Board of Directors is elected by the stockholders and the stockholders have
the ultimate say in who represents them on the Board. There are no agreements or
understandings for any officer or director of the Company to resign at the
request of another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of any other
person.

   The business experience of each of the persons listed above during the past
five years is as follows:

   Ronald Moulton has been President and director of the Company since January
1990. Mr. Moulton, graduated from Olympus High School in Salt Lake City, Utah
and attended Utah Technical College from 1959 to 1961 where he completed a
course in Drafting Design & Technology. From 1968 to July 1997, Mr. Moulton was
employed as an engineering department supervisor at Templeton Linke & Associates
in Salt Lake City, Utah. He also worked as an Engineering Technician at the
Kearns Improvement District from July 1997 to May 1998, and has been a
consultant to the firm since that time..

   Vallerie Moulton has been Secretary and director of the Company since January
1990. Ms. Moulton graduated from Granite High School and Ex-Cel-Cis Beauty
College in Salt Lake City, Utah. She has also been employed at the Hotel Utah in
Salt Lake City, Utah, and was an officer of Dynamic Video in Salt Lake City
during the early 1980's. Other than her role as a director and executive officer
of the Company, Ms. Moulton has since been a homemaker.


                                       19
<PAGE>

   Steven D. Moulton became a director and Vice President of the Company in
January 1990. From August 1999 to March 2004, he served as Secretary/Treasurer
and a director of Draco, Inc. and from September 2000 to the present, he has
been Secretary/Treasurer of Jump' Jax, Inc., a subsidiary of Draco that was spun
out to stockholders in December 2004 and is engaged in the childhood
entertainment business of leasing inflatable balloon bounce houses in Southern
Utah. Mr. Moulton graduated from Olympus High School in Salt Lake City, Utah in
1980. From 1984 to 1990, he served as a director and executive officer of
several publicly-held development stage companies including Safron, Inc.
(director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); Java, Inc. (Secretary/Treasurer
and director); and Onyx Holdings Corporation (director and President). From 1991
to 1994, Mr. Moulton was a director and President of Omni International
Corporation, which is currently known as "Beachport Entertainment Corporation."
From 1987 until 1991 he was President and director of Icon Systems, Inc. and
served as Secretary/Treasurer of the same company until his resignation on
December 24, 1998. From 1995 to July 1996, he served as director and Vice
President of Wasatch International Corporation, formerly Java, Inc. From
February 1996 until November, 1999 he served as the President and director of
InsiderStreet.com, formerly Sierra Holding Group, Inc. Also since 1998, Mr.
Moulton has managed his personal real estate properties through Excel
Properties, LLC.

   Ronald Moulton and Vallerie Moulton are married and the parents of Steven
Moulton.

ITEM 6. Executive Compensation


   The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors. The Company has
not paid any salaries or other compensation to its officers or directors for
their service on the Board of Directors for the years ended December 31, 2005
and 2004. Further, the Company has not entered into an employment agreement with
any of its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's directors
will defer any compensation until such time as business operations provide
sufficient cash flow to provide for salaries. As of the date hereof, no person
has accrued any compensation.


ITEM 7. Certain Relationships and Related Transactions

   There have been no material transactions during the past two fiscal years
between the Company and any officer, director, nominee for election as director,
or any stockholder owning greater than five percent (5%) of the Company's
outstanding shares, nor any member of the above referenced individuals'
immediate families.

ITEM 8. Description of Securities

Common Stock

   The Company is authorized to issue 50 million shares of common stock, par
value $.001 per share, of which 6,250,000 shares are issued and outstanding as
of the date hereof. This number reflects and includes adjustments for the five
shares for one share stock splits effected by the Company on November 15, 2005.


                                       20
<PAGE>

   All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles the
holder thereof to

   (i)   one non-cumulative vote for each share held of record on all matters
         submitted to a vote of the stockholders;

   (ii)  to participate equally and to receive any and all such dividends as may
         be declared by the Board of Directors out of funds legally available
         therefor; and

   (iii) to participate pro rata in any distribution of assets available for
         distribution upon liquidation of the Company.

   Stockholders of the Company have no preemptive rights to acquire additional
shares of common stock or any other securities. The common stock is not subject
to redemption and carries no subscription or conversion rights. All outstanding
shares of common stock are fully paid and non-assessable.

                                     PART II

ITEM 1.  Market Price of and Dividends on the Registrant's Common Equity and
         Related Stockholder Matters


   The Company intends to request that a broker-dealer / market maker submit an
application to the NASD in order to make a market for the Company's shares and
for the shares to be quoted on the OTC Bulletin Board. The Company's application
will consist of current corporate information, financial statements and other
documents as required by Rule 15c2-11 of the Securities Exchange Act. Inclusion
on the OTC Bulletin Board will permit price quotations for the Company's shares
to be published by such service. There can be no assurance that the application
will be accepted or that the shares will be traded in the public market. The
Company is not aware of any established trading market for its common stock nor
is there any record of any reported trades in the public market.

   If the Company's shares are ultimately quoted on the OTC Bulletin Board,
secondary trading of the shares may be subject to certain state imposed
restrictions. Except for applying to have its shares quoted on the OTC Bulletin
Board, there are no plans, proposals, arrangements or understandings with any
person concerning the development of a trading market in any of the Company's
securities.


   The ability of individual stockholders to trade their shares in a particular
state may be subject to various rules and regulations of that state. A number of
states require that an issuer's securities be registered in their state or
appropriately exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to register its
securities in any particular state. Further, the Company's shares most likely
will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g) sets
forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.


                                       21
<PAGE>

   The SEC generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company; excluded from
the definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the SEC. Broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors (generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse), are subject
to additional sales practice requirements.

   For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent to clients disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's common stock
and may affect the ability of stockholders to sell their shares.

   As of November 16, 2005, there were 58 holders of record of the Company's
common stock, which does not account for stockholders whose shares may be held
in a brokerage account or in other nominee name. Because there has been no
established public trading market for the Company's securities, no trading
history is presented herein.

   The Company has not filed a registration statement under the Securities Act
and all of its outstanding shares of common stock were issued pursuant to
exemptions under that Act. In December 1990, the Company issued 6 million shares
(post-split) of common stock to its officers and other individuals for cash.
These share were deemed to be "restricted" securities as defined by the
Securities Act. In December 1998, the Company completed an offering of 50,000
shares (250,000 shares post-split) of common stock to a total of 31 investors
for gross proceeds of $50,000. The offering was made pursuant to an exemption
from registration under the Securities Act provided by Regulation D, Rule 504 of
the Securities Act. Sales were made pursuant to a Confidential Offering
Memorandum and a Form D was filed with the SEC in December 1998 reporting the
completion of the offering.

   As provided by Rule 502(d) of Regulation D, securities acquired in
transactions that satisfy the requirements set forth in Rule 504 are not subject
to the resale limitations set forth in Rule 502(d). Accordingly, the 250,000
shares issued pursuant to the Regulation D offering in 1998 are deemed not to be
"restricted" securities, unless held by an affiliate or control person of the
Company. The balance of 6 million were initially considered restricted, unless
sold or otherwise transferred pursuant to a registration statement under the
Securities Act or pursuant to an appropriate exemption from registration.
Presently, 4.8 million shares out of these 6 million shares remain as restricted
securities. A total of 4 million of these restricted shares are held by
affiliates or controlling stockholder of the Company and 800,000 restricted
shares are held by nonaffiliates. Accordingly, the balance of 1.45 million
shares are considered freely tradeable and may be sold, transferred or otherwise
traded in the public market without restriction, unless held by an affiliate or
controlling stockholder of the Company. Because all of the outstanding
restricted shares have been issued and outstanding for more than two years, Rule
144 of the Securities Act is available to the holders of these shares.


                                       22
<PAGE>

   In general, under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned restricted shares of the
Company for at least one year, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined under the
Securities Act), is entitled to sell, within any three-month period, an amount
of shares that does not exceed the greater of (i) the average weekly trading
volume in the Company's common stock, as reported through the automated
quotation system of a registered securities association, during the four
calendar weeks preceding such sale or (ii) 1% of the shares then outstanding. In
order for a stockholder to rely on Rule 144, the Company must have available
adequate current public information with respect to itself. A person who is not
deemed to be an "affiliate" of the Company and has not been an affiliate for the
most recent three months, and who has held restricted shares for at least two
years would be entitled to sell such shares without regard to the various resale
limitations under Rule 144(k).

   Under Rule 144(k), the requirements of paragraphs (c), (e), (f), and (h) of
Rule 144 do not apply to restricted securities sold for the account of a person
who is not an affiliate of an issuer at the time of the sale and has not been an
affiliate during the preceding three months, provided the securities have been
beneficially owned by the seller for a period of at least two years prior to
their sale. For purposes of this registration statement only, a controlling
stockholder is considered to be a person owning ten percent (10%) or more of the
Company's total outstanding shares, or is otherwise an affiliate of the Company.
No individual person owning a portion of the 1.45 million shares considered to
be not restricted owns more than ten percent (10%) of the Company's total
outstanding shares.

   All of the 4 million shares considered restricted securities and presently
held by the three directors of the Company, are presently eligible for sale
pursuant to the provisions of Rule 144, subject to the volume and other
limitations set forth under Rule 144. Accordingly, assuming the conditions of
Rule 144 are otherwise met, each of these individuals could sell up to 62,500
shares per three month period.

Dividend Policy

   The Company has not declared or paid cash dividends or made distributions in
the past, and the Company does not anticipate that it will pay cash dividends or
make distributions in the foreseeable future. The Company currently intends to
retain and invest future earnings to finance its operations.


                                       23
<PAGE>

ITEM 2. Legal Proceedings

   There are presently no material pending legal proceedings to which the
Company is a party or to which any of its property is subject and, to the best
of its knowledge, no such actions against the Company are contemplated or
threatened.

ITEM 3. Changes in and Disagreements With Accountants

   This Item is not applicable

ITEM 4. Recent Sales of Unregistered Securities

   This Item is not applicable

ITEM 5. Indemnification of Directors and Officers

   As permitted by the provisions of the Nevada Revised Statutes (the "NRS"),
the Company has the power to indemnify any person made a party to an action,
suit or proceeding by reason of the fact that they are or were a director,
officer, employee or agent of the Company, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in
connection with any such action, suit or proceeding if they acted in good faith
and in a manner which they reasonably believed to be in, or not opposed to, the
best interest of the Company and, in any criminal action or proceeding, they had
no reasonable cause to believe their conduct was unlawful. Termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interests of the
Company, and, in any criminal action or proceeding, they had no reasonable cause
to believe their conduct was unlawful.

   The Company must indemnify a director, officer, employee or agent of the
Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company, against expenses actually and
reasonably incurred by them in connection with the defense.

   The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.

   The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director, officer, employee or agent, of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses. Presently, the Company does not carry
such insurance.


                                       24
<PAGE>

Transfer Agent

   The Company has designated Interwest Transfer Company, Inc., 1981 East
Murray-Holladay Road,
Salt Lake City, Utah 84117, as its transfer agent.

                                    PART F/S


   The Company's financial statements for the fiscal years ended December 31,
2005 and 2004, have been examined to the extent indicated in their reports by
Moore & Associates, Chartered, independent certified public accountants. The
financial statements have been prepared in accordance with generally accepted
accounting principles, pursuant to Regulation S-B as promulgated by the SEC, and
are included herein in response to Part F/S of this Form 10-SB.



                                       25
<PAGE>



                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2005





<PAGE>

                                    CONTENTS


Consolidated Balance Sheet..................................................  3

Consolidated Statements of Operations ......................................  4

Consolidated Statements of Stockholders' Equity ............................  7

Consolidated Statements of Cash Flows ......................................  9

Notes to the Consolidated Financial Statements ............................. 10


<PAGE>

MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
  ------------------------
      PCAOB REGISTERED


             REPORT OF INDEPENDED REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Rocky Mountain Fudge Company, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the  accompanying  consolidated  balance sheet of Rocky Mountain
Fudge Company,  Inc. (a development stage company), as of December 31, 2005, and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for the years ended  December 31, 2005 and 2004 and from inception of
the  development  stage on January 4, 1990  through  December  31,  2005.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Rocky
Mountain  Fudge Company,  Inc. (a development  stage company) as of December 31,
2005 and the  consolidated  results of its operations and its cash flows for the
years ended  December 31, 2005 and 2004 and from  inception  of the  development
stage on January 4, 1990  through  December 31, 2005 in  conformity  with Unites
States generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has limited  revenues  and has
sustained recent losses from operations. This raises substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada
February  6 , 2006



      2675 S. Jones Blvd. Suite 109, Las Vegas. Nevada 89146 (702)253-7511
                               Fax (702)253-7501
--------------------------------------------------------------------------------

<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                     December 31,
                                                                          2005
                                                                     ------------
<S>                                                                  <C>
CURRENT ASSETS

     Cash                                                            $     32,248
     Accounts receivable                                                       52
                                                                     ------------

   Total Current Assets                                                    32,300
                                                                     ------------

   TOTAL ASSETS                                                      $     32,300
                                                                     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                  $      1,845
                                                                     ------------

     Total Current Liabilities                                              1,845
                                                                     ------------

     Total Liabilities                                                      1,845
                                                                     ------------

STOCKHOLDERS' EQUITY

   Common stock: $0.001 par value; authorized 50,000,000
    shares; 6,250,000 shares issued and outstanding                         6,250
   Additional paid-in capital                                              87,950
   Deficit accumulated during the development stage                       (63,745)
                                                                     ------------

     Total Stockholders' Equity                                            30,455
                                                                     ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $     32,300
                                                                     ============
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations


                                                                     From
                                                              Inception of the
                                                                 Development
                                                                  Stage on
                                    For the Years Ended           January 4,
                                         December 31,            1990 Through
                                ---------------------------      December 31,
                                   2005           2004               2005
                                -----------    ------------   ----------------

REVENUES                        $     3,447    $         --   $        135,835

COST OF SALES                         3,460              --             44,709
                                -----------    ------------   ----------------

GROSS MARGIN                            (13)             --             91,126
                                -----------    ------------   ----------------

EXPENSES

   General and administrative        19,532              --            159,229
                                -----------    ------------   ----------------

     Total Expenses                  19,532              --            159,229
                                -----------    ------------   ----------------

LOSS FROM OPERATIONS                (19,545)                           (68,103)
                                -----------    ------------   ----------------

OTHER EXPENSES

   Interest income                       --              --              4,437
   Interest expense                      --              --                (79)
                                -----------    ------------   ----------------

     Total Other Expenses                --              --              4,358
                                -----------    ------------   ----------------

NET LOSS                        $   (19,545)   $         --   $        (64,745)
                                ===========    ============   ================

BASIC LOSS PER SHARE            $     (0.00)   $       0.00
                                ===========    ============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING               6,250,000       6,250,000
                                ===========    ============


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       4
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                        Common Stock          Additional        Stock         During the
                                 ------------------------       Paid-in      Subscription    Development
                                   Shares        Amount         Capital       Receivable        Stage
                                 ----------    ----------    ------------    ------------   ------------

<S>                              <C>           <C>           <C>             <C>            <C>
Balance at inception of the
  Development stage on
  January 4, 1990                        --    $       --    $         --    $         --   $         --

Common stock issued for
 cash at $0.001 per share         6,000,000         6,000          (4,800)             --             --

Additional cash contributed
 for working capital                     --            --           2,400              --             --

Cancellation of 500,000 shares
 as a contribution to capital    (2,500,000)       (2,500)          2,500              --             --

Common stock issued for
 cash at $0.002 per share         2,500,000         2,500          (1,900)             --             --

Common stock issued for
 cash at $0.002 per share           250,000           250          49,750              --             --

Stock offering costs                     --            --         (10,000)             --             --

Net loss from inception on
  July 27, 1999 through
  December 31, 2000                      --            --              --              --        (16,226)
                                 ----------    ----------    ------------    ------------   ------------
Balance, December 31, 2001        6,250,000         6,250          37,950              --        (16,226)

Net loss for the year ended
  December 31, 2001                      --            --              --              --        (27,649)
                                 ----------    ----------    ------------    ------------   ------------

Balance, December 31, 2002        6,250,000         6,250          37,950              --        (43,875)

Net loss for the year ended
  December 31, 2003                      --            --              --              --           (182)
                                 ----------    ----------    ------------    ------------   ------------

Balance, December 31, 2003        6,250,000         6,250          37,950              --        (44,057)

Net loss for the year ended
  December 31, 2004                      --            --              --              --           (143)
                                 ----------    ----------    ------------    ------------   ------------
Balance, December 31, 2003        6,250,000    $    6,250    $     37,950    $         --   $    (44,200)
                                 ----------    ----------    ------------    ------------   ------------
</TABLE>


                                       5


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                   Common Stock        Additional       Stock        During the
                              ---------------------      Paid-in     Subscription   Development
                                Shares     Amount        Capital      Receivable       Stage
                              ---------   ---------   ------------   ------------   ------------
<S>                           <C>         <C>         <C>            <C>            <C>
Balance, December 31, 2003    6,250,000   $   6,250   $     37,950   $         --   $    (44,200)

Net loss for the year ended
  December 31, 2004                  --          --             --             --             --
                              ---------   ---------   ------------   ------------   ------------

Balance, December 31, 2004    6,250,000       6,250         37,950             --        (44,200)

Capital contributed by
  Shareholder                        --          --         50,000             --             --

Net loss for the year ended
  December 31, 2005                  --          --             --             --        (19,545)
                              ---------   ---------   ------------   ------------   ------------

Balance, December 31, 2005    6,250,000   $   6,250   $     87,950   $         --   $    (63,745)
                              =========   =========   ============   ============   ============
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                        6
<PAGE>


                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                                                    From
                                                                              Inception of the
                                                                                 Development
                                                                                  Stage on
                                                      For the Years Ended        January 4,
                                                          December 31,          1990 Through
                                                   ------------------------     December 31,
                                                     2005          2004             2005
                                                   --------    ------------   ----------------
<S>                                                <C>         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                        $(19,545)   $         --   $        (63,745)

   Adjustments to reconcile net loss to net cash
       used by operating activities:
     Common stock issued for services                    --              --                 --
   Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable          1,845              --              1,845
     Increase in accounts receivable                    (52)             --                (52)
                                                   --------    ------------   ----------------

       Net Cash Used by Operating Activities        (18,752)             --            (61,952)
                                                   --------    ------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES                     --              --                 --
                                                   --------    ------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Contributed capital                               50,000              --             52,400
   Sale of common stock for cash                         --              --             41,800
                                                   --------    ------------   ----------------

       Net Cash Provided by Financing Activities     50,000              --             94,200
                                                   --------    ------------   ----------------

CHANGE IN CASH                                       32,248              --             32,248

CASH AT BEGINNING OF PERIOD                              --              --                 --
                                                   --------    ------------   ----------------

CASH AT END OF PERIOD                              $ 32,248    $         --   $         32,248
                                                   ========    ============   ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:

Cash paid during the year for:

Interest                                           $     --    $         --   $             79
Income taxes                                       $     --    $         --   $             --
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       7
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            a. Business and Organization

            Rocky Mountain  Fudge  Company,  Inc. (The Company) was organized on
            January  4,  1990,  under the laws of the State of Utah to engage in
            the  business  of making and  selling  fudge  candy (dba  Vallerie's
            Country Candy,  Inc.) Pursuant to Statement of Financial  Accounting
            Standards  No. 7,  "Accounting  and Reporting by  Development  Stage
            Enterprises,"  the  Company is  classified  as a  development  stage
            company.  On August 9, 1992,  the  Company  changed its name to RV&S
            Enterprises,  Inc. On July 28, 1998,  the Company  again changed its
            name to Rock Mountain  Fudge  Company,  Inc. and commenced  sales of
            candy products over the internet and through direct sales.

            In order to  relocate  the  domicile  of the  Company,  the  Company
            created a new wholly owned  subsidiary  in the State of Nevada under
            the  name  of  Rocky  Mountain   Fudge  Company,   Inc.  The  Nevada
            corporation has the same  capitalization as the Company;  50 million
            shares of common stock,  par value $0.001 per share. The Company and
            the newly formed  Nevada  entity then executed an Agreement and Plan
            of Merger for the sole purpose of changing the Company's domicile to
            Nevada. As a result of the merger transaction,  the Utah corporation
            was  merged  with and into the Nevada  corporation,  with the Nevada
            entity being the survivor.  Each Company stockholder was entitled to
            exchange  their  shares of common  stock in the Utah  entity for the
            same number of shares in the Nevada  entity,  adjusted  for the five
            for one forward stock split.

            Following  the change of domicile,  the Company  incorporated  a new
            wholly  owned  subsidiary  in the  State of Utah  under  the name of
            Wasatch Candy Company,  Inc., d.b.a.  Vallerie's Country Candy, into
            which the Company  transferred  certain  cash and assets and through
            which the Company will operate its candy business.

            The Company's  financial  statements  are prepared using the accrual
            method  of  accounting.  The  Company  has  elected  a  December  31
            year-end.

            b. Revenue Recognition

            Revenues  from  the  sale of  candy  products  are  recognized  upon
            delivery and acceptance by the customer.

            c. Basic Loss Per Share

            The  computation of basic loss per share of common stock is based on
            the weighted average number of shares outstanding during the period.

                            For the Years Ended
                                December 31,
                           2005            2004
                       -----------    -------------

Loss (numerator)       $   (19,545)   $          --
Shares (denominator)     6,250,000        6,250,000
                       -----------    -------------

Per share amount       $     (0.00)   $        0.00
                       ===========    =============


                                       8
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            d. Use of Estimates

            The   preparation  of  financial   statements  in  conformity   with
            accounting  principles  generally  accepted in the United  States of
            America  requires  management to make estimates and assumptions that
            affect the reported amounts of assets and liabilities and disclosure
            of contingent  assets and  liabilities  at the date of the financial
            statements and the reported  amounts of revenues and expenses during
            the  reporting  period.  Actual  results  could  differ  from  those
            estimates.

            e. Income Taxes

            Deferred taxes are provided on a liability  method whereby  deferred
            tax assets are recognized for deductible  temporary  differences and
            operating  loss  and  tax  credit  carryforwards  and  deferred  tax
            liabilities  are  recognized  for  taxable  temporary   differences.
            Temporary  differences  are the  differences  between  the  reported
            amounts of assets and liabilities and their tax bases.  Deferred tax
            assets are reduced by a valuation  allowance when, in the opinion of
            management,  it is more likely than not that some  portion or all of
            the deferred tax assets will to be realized. Deferred tax assets and
            liabilities  are adjusted for the effects of changes in tax laws and
            rates on the date of enactment.

            Net deferred tax assets  consist of the  following  components as of
            December 31, 2005 and 2004:

                                       2005        2004
                                     --------    --------

            Deferred tax assets:
              NOL carryover          $ 24,861    $ 17,238
              Valuation allowance     (24,861)    (17,238)
                                     --------    --------


            Net deferred tax asset   $     --    $     --
                                     ========    ========

            The  income  tax  provision  differs  from the  amount of income tax
            determined  by applying the U.S.  federal and state income tax rates
            of 39% to pretax  income from  continuing  operations  for the years
            ended December 31, 2005 and 2004 due to the following:

                                    2005       2004
                                  -------    -------

            Book Income           $(7,623)   $    --

            Valuation allowance
                                    7,623         --
                                  -------    -------

                                  $    --    $    --
                                  =======    =======


                                       9
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            e. Income Taxes (Continued)

            At  December  31,  2005,   the  Company  had  net   operating   loss
            carryforwards  of  approximately  $63,700 that may be offset against
            future taxable income through 2025. No tax benefit has been reported
            in the December 31, 2005  financial  statements  since the potential
            tax benefit is offset by a valuation allowance of the same amount.

            Due to the change in ownership  provisions  of the Tax Reform Act of
            1986,  net  operating  loss carry  forwards  for Federal  income tax
            reporting  purposes  are  subject  to annual  limitations.  Should a
            change in ownership occur, net operating loss  carryforwards  may be
            limited as to use in future years.

            f. Principles of Consolidation

            The  accompanying  consolidated  financial  statements  include  the
            accounts of Rocky Mountain Fudge Company,  Inc. and its wholly owned
            subsidiary,   Wasatch   Candy   Company,   Inc.  All   inter-company
            transactions have been eliminated in the consolidation.

NOTE 2 - GOING CONCERN

            The Company's  financial  statements  are prepared  using  generally
            accepted  accounting  principles  in the  United  States of  America
            applicable to a going concern which  contemplates the realization of
            assets  and  liquidation  of  liabilities  in the  normal  course of
            business.  The Company has not yet  established an ongoing source of
            revenues  sufficient  to cover its  operating  costs and allow it to
            continue as a going concern.  The ability of the Company to continue
            as a going  concern is dependent on the Company  obtaining  adequate
            capital to fund operating losses until it becomes profitable. If the
            Company is unable to obtain adequate capital,  it could be forced to
            cease operations.

            In order to continue  as a going  concern,  the  Company  will need,
            among other things, additional capital resources. Management's plans
            to obtain  such  resources  for the Company  include  (1)  obtaining
            capital from management and significant  shareholders  sufficient to
            meet  its  minimal  operating  expenses,  and  (2)  seeking  out and
            completing  a merger with an existing  operating  company.  However,
            management  cannot provide any  assurances  that the Company will be
            successful in accomplishing any of its plans.

            The  ability  of the  Company  to  continue  as a going  concern  is
            dependent  upon its  ability to  successfully  accomplish  the plans
            described in the  preceding  paragraph and  eventually  secure other
            sources  of  financing  and  attain   profitable   operations.   The
            accompanying  financial  statements  do not include any  adjustments
            that might be  necessary  if the  Company is unable to continue as a
            going concern.

NOTE 3 - SIGNIFICANT EVENTS

            On September 27, 2005, a special meeting of the  shareholders of the
            Company  was held  whereby  the  Articles  of  Incorporation  of the
            Company  were  amended to change the  authorized  capitalization  to
            50,000,000  shares of common stock.  The Company's  shares of common
            stock  were  also  forward  split  on a 5 shares  for 1  basis.  The
            accompanying  financial statements have been restated to reflect the
            forward stock split on a retroactive basis.


                                       10
<PAGE>

                                    PART III

ITEM 1. Index to Exhibits

The following exhibits are filed with this registration statement:


Exhibit No.   Exhibit Name
-----------   ------------
   2.1*       Agreement and Plan of Merger (change of domicile)
   3.1*       Articles of Incorporation (Nevada)
   3.2*       By-Laws of Registrant
   4.1*       Instrument defining rights of holders (See Exhibit No. 3.1,
              Articles of Incorporation)
  21.1*       Subsidiaries


------------
   * Filed previously in the Form 10-SB filed December 19, 2005.

ITEM 2. Description of Exhibits

   See Item I above.


<PAGE>

                                   SIGNATURES

   In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly organized.

                                          Rocky Mountain Fudge Company, Inc.
                                                    (Registrant)


Date: February 21, 2006                   By: /S/ RONALD Moulton
                                             -----------------------------------
                                          Ronald Moulton
                                          President, Chief Executive Officer and
                                          Director

