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<SEC-DOCUMENT>0000000000-06-009081.txt : 20061011
<SEC-HEADER>0000000000-06-009081.hdr.sgml : 20061011
<ACCEPTANCE-DATETIME>20060222142305
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-009081
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060222

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROCKY MOUNTAIN FUDGE CO IN
		CENTRAL INDEX KEY:			0001347078
		STANDARD INDUSTRIAL CLASSIFICATION:	SUGAR & CONFECTIONERY PRODUCTS [2060]
		IRS NUMBER:				161734022
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		4596 RUSSELL ST
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84117
		BUSINESS PHONE:		801 230 1807

	MAIL ADDRESS:	
		STREET 1:		4760 SO HIGHGLAND DR 353
		STREET 2:		SUITE 2500
		CITY:			SALT LAKE
		STATE:			UT
		ZIP:			84117
PUBLIC REFERENCE ACCESSION NUMBER:		0001144204-05-040232
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>





Mail Stop 3561

      January 13, 2006

Ron Moulton, President
Rocky Mountain Fudge Company, Inc.
4596 Russell Street
Salt Lake City, Utah  84117

      Re:	Rocky Mountain Fudge Company, Inc.
      Registration Statement on Form 10-SB
      Filed December 19, 2005
      File No. 0-51688

Dear Mr. Moulton:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. Please be advised that your registration statement will
automatically become effective sixty days after filing.  Upon
effectiveness, you will become subject to the reporting
requirements
of the Securities Exchange Act of 1934, even if we have not
cleared
your comments.  If you do not wish to incur those obligations
until
all of the following issues are resolved, you may wish to consider
withdrawing your registration statement and resubmitting a new
registration statement when you have revised your document.


Registration Statement, page 4
2. We note you intend to make an application to have your common
stock
traded in the public over-the-counter market.  In the second
sentence
of the risk factor "Currently there is no active market..." on
page 9,
you state that you intend to apply for listing of your common
stock on
the OTC Bulletin Board.  Please be aware that an issuer does not
apply
to "list" its common stock on the OTC Bulletin Board.  Rather, to
be
quoted on the OTC Bulletin Board, a market maker must file an
application on your behalf in order to make a market for your
common
stock.  Please revise here and throughout the remainder of your
document accordingly.

Business Activities, page 4
3. Please describe in further detail your activities since you
decided
to re-establish your operations.  This would include such matters
as
contacts with retailers or other marketers, suppliers of cold-
packs,
etc.  We assume the revenues you generated in mid-2005 were from
the
sale of fudge.  Please explain where it was prepared and sold.
Indicate approximately when you anticipate locating and making
operational a new commercial kitchen facility.

Distribution, page 5
4. Please briefly explain why management believes that marketing
its
products on the Internet is more cost effective than direct sales.
5. Please discuss in further detail the costs that would be
involved
in "cold-packing" your products to avoid melting.  Also indicate
when
management will make a determination whether this added cost would
make it more difficult for you to remain competitive with similar
products.  Further, discuss how your business activities will be
affected if management determines that the added cost for "cold-
packing" your products will make it more difficult for you to
remain
competitive.
6. We note you sell your fudge at $13.00 per pound and your
brittle
candy at $14.00 per pound.  Please explain if this includes sales
tax
and shipping and handling.  Discuss how these prices compare to
those
of your competitors.  Discuss any circumstances in which you would
consider varying your selling prices, such as holidays, etc.
7. You state that except for creating an Internet website,
management
has not presently identified any additional means to increase
marketing.  However, under Employees on page 6, you refer to your
"new
business and marketing plan."  Please explain.

Dependence on One or More Customers, page 5
8. You indicate you are now concentrating more on the Internet and
other retail businesses in addition to special events and
festivals.
Please revise to state instead that you "will be" concentrating,
etc.
because your website does not yet appear to be operational.  In
addition, please describe any arrangements you have made with
retail
businesses and in connection with special events and festivals.

Facilities, page 6
9. We note you use the personal residence of your President and
Secretary as your executive offices and maintain another location
for
mail delivery, correspondence and product orders.  Please explain
whether each location is owned by your President and Secretary and
whether the use of these facilities is provided to you free of
charge.

Management`s Discussion and Analysis or Plan of Operation, page 10
10. You indicate you have no cash reserves, however on page 11you
state that as of September 30, 2005 you had $42,568 in cash.
Please
clarify.
11. Please describe any material commitments for capital
expenditures
and the expected sources of funds for such.  We note you do not
expect
to make any significant expenditures for new equipment.  Refer to
Item
303 of Regulation S-B.

Forward Looking and Cautionary Statements, page 14
12. We note that you refer to Section 21E of the Securities
Exchange
Act of 1934. Please note that Section 27A(b)(1)(C) of the
Securities
Act of 1933 and Section 21E(b)(1)(C) of the Securities Exchange
Act of
1934 expressly state that the safe harbor for forward looking
statements does not apply to statements made by companies which
are
non-reporting companies at the time they make the statement.
Therefore, the Litigation Reform Act`s safe harbor does not apply
to
statements made in your registration statement.  Please delete any
references to the safe harbor, Section 27A of the Securities Act
and
Section 21E of the Exchange Act.

Financial Statements, page F-1
13. Please update your financial statements to include audited
financial statements for the year ended December 31, 2005 on or
before
February 14, 2006, unless your registration statement is declared
effective earlier.  Please refer to Item 310(g) of Regulation S-B.

Report of Independent Registered Public Accounting Firm, page F-3
14. Please obtain a revised audit report from your auditors that
covers the consolidated financial statements of Rocky Mountain
Fudge
Company, Inc. and subsidiary.  It is unclear whether the financial
statements provided are the financial statements of Rocky Mountain
Fudge Company, Inc. (parent company) on a stand-alone basis, or
the
consolidated financial statements of the parent company and its
sole
wholly-owned subsidiary disclosed in Exhibit 21.1.  Please revise
or
advise.

Note 1 - Organization and Summary of Significant Accounting
Policies,
page F-9
15. Please provide a consolidation policy describing the entities
included in the financial statements.
***

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Anthony Watson, Staff Accountant, at (202)
551-
3318, or George Ohsiek, Senior Staff Accountant, at (202) 551-
3843, if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Anita Karu, Attorney-Advisor, at
(202) 551-3240, David Mittelman, Legal Branch Chief, at (202) 551-
3214, or me at (202) 551-3725 with any other questions.

      Sincerely,



      							H. Christopher Owings
      Assistant Director

cc:	Leonard E. Neilson, Esq.
            Fax:  (801) 733-0808





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Ron Moulton, President
Rocky Mountain Fudge Company, Inc.
January 13, 2006
Page 1



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