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<TYPE>10QSB
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<DATE-OF-FILING-DATE-CHANGE>20060515
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<CONFORMED-NAME>ROCKY MOUNTAIN FUDGE CO IN
<CIK>0001347078
<ASSIGNED-SIC>2060
<IRS-NUMBER>161734022
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
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<STREET1>4596 RUSSELL ST
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84117
<PHONE>801 230 1807
</BUSINESS-ADDRESS>
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<STREET2>SUITE 2500
<CITY>SALT LAKE
<STATE>UT
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<FILENAME>v043167_10qsb.txt
<TEXT>

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

                                   FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                      For the Quarter Ended March 31, 2006

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the transition period from _______ to ______

                        Commission File Number 000-51140

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.

        (Exact name of small business issuer as specified 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 offices)

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

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 9
days. Yes [X] No [ ]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

             Class                              Outstanding as of March 31, 2006
  -----------------------------                 --------------------------------
  Common Stock, $.001 par value                           6,250,000

Transitional Small Business Disclosure Format (Check one):   Yes [ ]    No [X]
<PAGE>

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.................................................. 4

        Balance Sheets - March 31, 2006 (unaudited) and December 31, 2005..... 5

        Statements of Operations - three months ended March 31, 2006
          and 2005 (unaudited)................................................ 6

        Statements of Cash Flows - three months ended March 31, 2006
          and 2005 (unaudited)................................................ 7

        Notes to Financial Statements......................................... 8

Item 2. Management's Discussion and Analysis or Plan of Operations............ 9

Item 3. Controls and Procedures...............................................12

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.....................................................12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...........12

Item 3. Defaults Upon Senior Securities.......................................12

Item 4. Submission of Matters to a Vote of Securities Holders.................12

Item 5. Other Information.....................................................12

Item 6. Exhibits and Reports on Form 8-K......................................13

        Signatures............................................................14
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

     The accompanying Balance Sheets of Rocky Mountain Fudge Company, Inc. at
March 31, 2006 and December 31, 2005, related Statements of Operations for the
three months ended March 31, 2006 and 2005, and Statements of Cash Flows for the
three months ended March 31, 2006 and 2005, have been prepared by management in
conformity with United States generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature. Operating
results for the period ended March 31, 2006, are not necessarily indicative of
the results that can be expected for the fiscal year ending December 31, 2006.


                                       3
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.

                              FINANCIAL STATEMENTS

                      March 31, 2006 and December 31, 2005





                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                             ASSETS

                                                                           March 31,       December 31,
                                                                              2006            2005
                                                                          ------------     ------------
                                                                                   (Unaudited)
<S>                                                                       <C>              <C>
CURRENT ASSETS
      Cash                                                                $    15,412      $    32,248
      Accounts receivable                                                           -               52
                                                                          ------------     ------------

             Total Current Assets                                              15,412           32,300
                                                                          ------------     ------------

             TOTAL ASSETS                                                 $    15,412      $    32,300
                                                                          ============     ============
<CAPTION>


                              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                                                       <C>              <C>
      Accounts payable                                                    $       900      $     1,845
                                                                          ------------     ------------

             Total Current Liabilities                                            900            1,845
                                                                          ------------     ------------


STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock; 50,000,000 shares authorized,
        at $0.001 par value, 6,250,000 shares issued and
       outstanding, respectively                                                6,250            6,250
      Additional paid-in capital                                               87,950           87,950
      Accumulated deficit                                                     (79,688)         (63,745)
                                                                          ------------     ------------

             Total Stockholders' Equity (Deficit)                              14,512           30,455
                                                                          ------------     ------------

             TOTAL LIABILITIES AND STOCKHOLDERS'
               EQUITY (DEFICIT)                                           $    15,412      $    32,300
                                                                          ============     ============
</TABLE>

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


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                         From Inception
                                                                       For the Three                      on January 4,
                                                                       Months Ended                       1990 through
                                                                         March 31,                          March 31,
                                                    ----------------------------------------------
                                                             2006                     2005                     2006
                                                    ----------------------   ---------------------    ----------------------
<S>                                                 <C>                       <C>                     <C>
REVENUES                                            $                   -     $                 -     $             135,835

COST OF SALES                                                           -                       -                    44,709
                                                    ----------------------   ---------------------    ----------------------

          GROSS PROFIT                                                  -                       -                    91,126
                                                    ----------------------   ---------------------    ----------------------

EXPENSES

     General and Administrative                                    15,943                       -                   175,172
                                                    ----------------------   ---------------------    ----------------------

          Total Expenses                                           15,943                       -                   175,172
                                                    ----------------------   ---------------------    ----------------------

          OPERATING LOSS                                          (15,943)                      -                   (84,046)
                                                    ----------------------   ---------------------    ----------------------

OTHER INCOME (EXPENSES)

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

          Total Other Income (Expense)                                  -                       -                     4,358
                                                    ----------------------   ---------------------    ----------------------


          NET LOSS                                  $             (15,943)   $                  -     $             (79,688)
                                                    ======================   =====================    ======================


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


          WEIGHTED AVERAGE NUMBER
           OF SHARES OUTSTANDING                                6,250,000               6,250,000
                                                    ======================   =====================
</TABLE>

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


                                       6
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           From Inception
                                                                              For the Three                 on January 4,
                                                                              Months Ended                  1990 through
                                                                                March 31,                     March 31,
                                                               ---------------------------------------
                                                                      2006                  2005                 2006
                                                               ------------------    -----------------    ------------------
<S>                                                            <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

      Net loss                                                 $         (15,943)    $              -     $         (63,745)
      Changes in operating assets and liabilities
             Increase in accounts receivable                                  52                    -                   (52)
             Increase (decrease) in accounts payable                        (945)                   -                 1,845
                                                               ------------------    -----------------    ------------------

                   Net Cash Used by Operating Activities                 (16,836)                   -               (61,952)
                                                               ------------------    -----------------    ------------------


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


CASH FLOWS FROM FINIANCING ACTIVITIES

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

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


             NET DECREASE IN CASH                                        (16,836)                   -                32,248

             CASH AT BEGINNING OF PERIOD                                  32,248               27,839                     -
                                                               ------------------    -----------------    ------------------

             CASH AT END OF PERIOD                             $          15,412     $         27,839     $          32,248
                                                               ==================    =================    ==================


SUPPLIMENTAL DISCLOSURES OF
      CASH FLOW INFORMATION

      CASH PAID FOR:

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

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


                                       7
<PAGE>

                       ROCKY MOUNTAIN FUDGE COMPANY, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                      March 31, 2006 and December 31, 2005

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

         The accompanying financial statements have been prepared by the Company
         without audit. In the opinion of management, all adjustments (which
         include only normal recurring adjustments) necessary to present fairly
         the financial position, results of operations and cash flows at March
         31, 2006 and 2005 and for all periods presented have been made.

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been condensed
         or omitted. It is suggested that these condensed financial statements
         be read in conjunction with the financial statements and notes thereto
         included in the Company's December 31, 2005 audited financial
         statements. The results of operations for the periods ended March 31,
         2006 and 2005 are not necessarily indicative of the operating results
         for the full years.

NOTE 2 - GOING CONCERN

         The Company's financial statements are prepared using accounting
         principles generally accepted 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.


                                       8
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations

      The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.

Recent Events

      Our independent auditors have indicated in a footnote to our financial
statements that we have not yet established an ongoing source of revenues
sufficient to cover operating costs and to allow us to continue as a going
concern. Our ability to continue as a going concern is dependent on us securing
and maintaining adequate capital to fund operating losses until we become
profitable. If we are unable to increase revenues or secure adequate financing
in the near future, allowing us to implement our business plan, our ability to
continue as a going concern may be compromised, and we could be forced to cease
operations.

Plan of Operation

      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.

      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.


                                       9
<PAGE>

Results of Operations

      Three Months Ended March 31, 2006 Compared to Three Months Ended March 31,
2005

      Revenues for the three-month period ended March 31, 2006 were zero,
representing no change from the period ended March 31, 2005.

      Total operating expenses for the first quarter of 2006 were $15,943
compared to $-0- for the comparable period of 2005. This increase was due
primarily to the business coming out if inactivity and incurring increased legal
and accounting fees pertaining to the Company's December 2005 audit and related
SEC filings.

      During the three month period ended March 31, 2006, the Company recognized
a net loss of $15,943, compared to a loss of $-0- during the comparable period
of 2005. The increased net loss is due primarily to the business coming out if
inactivity and incurring increased legal and accounting fees pertaining to the
Company's December 2005 audit and related SEC filings.

Liquidity and Capital Resources

      At March 31, 2006, we had cash on hand of $15,412 compared to $32,248 as
of December 31, 2005. The decrease in cash is attributed to our lack of revenue
coupled with an increase in general and administrative expenses paid.

      We estimate our cash requirements for the next 12 months to be
approximately $25,000. We do not feel that current cash on hand will be
sufficient to satisfy our cash requirements and, if we are unable to develop and
implement a profitable business plan, we will be required to seek additional
avenues to obtain the necessary funds. We have no agreements with anyone to
provide future capital for the Company. If our directors are unable to provide
future funding, if the need arises, we may have to look at alternative sources
of funding. We do not have any firm plans as to the source of this alternative
funding and there is no assurance that such funds will be available or, that
even if they are available, that they will be available on terms that will be
acceptable to us. In the event we are unable to secure necessary future funding,
we may have to curtail our business or cease operations completely.

      At March 31, 2006, we had total assets of $15,412 and stockholders' equity
of $14,512, compared to total assets of $32,300 and a total stockholders' equity
of $30,455 at December 31, 2005.

Net Operating Loss

      We have accumulated approximately $22,000 of net operating loss
carryforwards through December 31, 2005, which may be offset against taxable
income and income taxes in future years. 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. The
carry-forwards expire in the year 2025. 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 there is a 50%
or greater chance that the carryforward will not be used. Accordingly, the
potential tax benefit of the loss carryforward is offset by a valuation
allowance of the same amount.


                                       10
<PAGE>

Forward Looking and Cautionary Statements

     This report, including the section entitled "Management's Discussion and
Analysis or Plan of Operations" contains forward-looking statements. These
statements relate to future events or our future financial performance and
involve known and unknown risks and uncertainties. These factors may cause the
Company's actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by the forward- looking
statements. These risks and other factors include those listed under "Risk
Factors" and elsewhere in this report. In some cases, you can identify
forward-looking statements by terminology such as "may," "will" "should,"
"expects," "intends," "plans," anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms or other
comparable terminology.

     You should be aware that a variety of factors could cause 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 our control, include:

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

      o     our 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 our products and;

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

      o     future capital requirements and our ability to satisfy those needs;
            and

      o     general economic conditions.

      You are cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties. 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 report identify important risks and uncertainties
affecting our future, which could cause actual results to differ materially from
the forward-looking statements made in this report.

Item 3. Controls and Procedures.

      As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our chief executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.


                                       11
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Unregistered Sales or Equity Securities and Use of Proceeds

      This item is not applicable.

Item 3. Defaults Upon Senior Securities

      This Item is not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

      This item is not applicable.

Item 5. Other Information

      This item is not applicable.


                                       12
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits:

         Exhibit 31.1     Certification of C.E.O. Pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002.

         Exhibit 31.2     Certification of Principal Accounting Officer Pursuant
                          to Section 302 of the Sarbanes-Oxley Act of 2002.

         Exhibit 32.1     Certification of C.E.O. Pursuant to 18 U.S.C. Section
                          1350, as Adopted Pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002.

         Exhibit 32.2     Certification of Principal Accounting Officer Pursuant
                          to 18 U.S.C. Section 1350, as adopted pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002.

      (b) Reports on Form 8-K

          Not applicable.

                        [SIGNATURES FOLLOW ON NEXT PAGE.]


                                       13
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       ROCKY MOUNTAIN FUDGE COMPANY, INC.

Date: May 15, 2006                     By: /s/ Ronald Moulton
                                       --------------------------------------
                                       Ronald Moulton,
                                       President, Chief Executive Officer and
                                         Director

Date: May 15, 2006                     By: /s/ Steven D. Moulton
                                       ---------------------------------------
                                       Steven D. Moulton
                                       Vice President
                                       Principal Accounting Officer


                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>v043167_ex31-1.txt
<TEXT>

                                                                    Exhibit 31.1

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I, Ronald Moulton, Chief Executive Officer of Rocky Mountain Fudge
Company, Inc., certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Rocky Mountain
Fudge Company, Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

            a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

            b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

            c. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, at the end of
the period covered by this report based on such evaluation; and

            d. Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and

      5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

            a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

            b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.

Date: May 15, 2006

/S/   RONALD MOULTON

Ronald Moulton
Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>v043167_ex31-2.txt
<TEXT>

                                                                    Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I, Steven D. Moulton, Principal Accounting Officer of Rocky Mountain Fudge
Company, Inc., certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Rocky Mountain
Fudge Company, Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

            a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

            b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

            c. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, at the end of
the period covered by this report based on such evaluation;

            d. Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and

      5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

            a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

            b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.

Date: May 10, 2006

/S/   STEVEN D. MOULTON

Steven D. Moulton
Principal Accounting Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>v043167_ex32-1.txt
<TEXT>

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Quarterly Report of Rocky Mountain Fudge Company,
Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2006, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Lane S. Clissold, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/   RONALD MOULTON

Ronald Moulton
Chief Executive Officer
May 10, 2006

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certifications are accompanying the Company's Form 10-QSB solely
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not
being filed as part of the Form 10-QSB or as a separate disclosure document.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>v043167_ex32-2.txt
<TEXT>

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Quarterly Report of Rocky Mountain Fudge Company,
Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2006, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Steven D. Moulton, Principal Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/S/   STEVEN D. MOULTON

Steven D. Moulton
Principal Accounting Officer
May 10, 2006

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certifications are accompanying the Company's Form 10-QSB solely
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not
being filed as part of the Form 10-SB or as a separate disclosure document.

</TEXT>
</DOCUMENT>
</SUBMISSION>
