10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2009

¨ 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  000-51688

ROCKY MOUNTAIN FUDGE COMPANY, INC.

(Exact name of registrant as specified in its charter)

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

4596 Russell Street, Salt Lake City, Utah 84117

(Address of principal executive offices)

(801) 230-1807

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 90 days.                                    Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                                                                                                                                  Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate 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 November 9, 2009
Common Stock, $.001 par value	2,250,000

TABLE OF CONTENTS

Heading		Page
	PART  I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results
	of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4(T).	Controls and Procedures	13
	PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Securities Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
	Signatures	15

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PART  I   —   FINANCIAL INFORMATION

Item 1.         Financial Statements

The accompanying unaudited balance sheet of Rocky Mountain Fudge Company, Inc. at September 30, 2009 and related unaudited statements of operations and cash flows for the three and nine months ended September 30, 2009 and 2008 and the period from January 4, 1990 (date of inception) to September 30, 2009, 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.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements.  Operating results for the period ended September 30, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.

ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

September 30, 2009

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ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Condensed Balance Sheets

	September 30,			December 31,
	2009			2008
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	1,265		$	8,484
Total Current Assets		1,265			8,484
TOTAL ASSETS	$	1,265		$	8,484
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	-		$	-
Accrued interest payable - related party		658			228
Note payable - related party		12,413			2,413
Total Current Liabilities		13,071			2,641
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; 50,000,000 shares authorized,
at $0.001 par value, 2,250,000 shares issued and
outstanding, respectively		2,250			2,250
Additional paid-in capital		161,700			161,200
Deficit accumulated during development stage		(175,756	)		(157,607	)
Total Stockholders' Equity (Deficit)		(11,806	)		5,843
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,265		$	8,484

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

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ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Condensed Statements of Operations (Unaudited)

													From
													Inception
	For the Three						For the Nine						on January 4,
	Months Ended						Months Ended						1990 through
	September 30,						September 30,						September 30,
	2009			2008			2009			2008			2009
REVENUES	$	-		$	-		$	-		$	-		$	157,702
COST OF SALES		-			-			-			-			58,459
GROSS PROFIT		-			-			-			-			99,243
EXPENSES
General and administrative		3,539			11,658			17,719			31,430			277,399
Total Expenses		3,539			11,658			17,719			31,430			277,399
OPERATING LOSS		(3,539	)		(11,658	)		(17,719	)		(31,430	)		(178,156	)
OTHER INCOME (EXPENSES)
Interest income		-			-			-			-			4,437
Interest expense		(248	)		(48	)		(430	)		(180	)		(2,037	)
Total Other Income (Expense)		(248	)		(48	)		(430	)		(180	)		2,400
NET LOSS	$	(3,787	)	$	(11,706	)	$	(18,149	)	$	(31,610	)	$	(175,756	)
BASIC LOSS PER SHARE	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		2,250,000			2,250,000			2,250,000			2,250,000

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

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ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows (Unaudited)

							From Inception
	For the Nine						on January 4,
	Months Ended						1990 through
	September 30,						September 30,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(18,149	)	$	(31,610	)	$	(175,756	)
Adjustments to reconcile net loss to net cash used by operating activities:
Services contributed by officers		500			-			38,450
Changes in operating assets and liabilities:
Increase in accounts payable		-			-			-
Increase in accrued interest - related party		430			181			658
Net Cash Used by Operating Activities		(17,219	)		(31,429	)		(136,648	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed capital		-			25,750			57,400
Cash received on note receivable - related		10,000			2,412			41,713
Cash paid on note receivable - related		-			-			(3,000	)
Sale of common stock for cash		-			-			41,800
Net Cash Provided by Financing Activities		10,000			28,162			137,913
NET DECREASE IN CASH		(7,219	)		(3,267	)		1,265
CASH AT BEGINNING OF PERIOD		8,484			6,769			-
CASH AT END OF PERIOD	$	1,265		$	3,502		$	1,265
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-		$	79
Income Taxes	$	-		$	-		$	-

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

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ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

September 30, 2009

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 September 30, 2009 and 2008 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, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Basic Loss Per Share

The computations of basic loss per share of common stock are based on the weighted-average number of shares outstanding during the period of the financial statements as follows:

	Loss			Shares		Per Share
	(Numerator)			(Denominator)		Amount
For the three months ended
September 30, 2009	$	(3,787	)		2,250,000	$	(0.00	)
For the three months ended
September 30, 2008	$	(11,706	)		2,250,000	$	(0.01	)
For the six months ended
September 30, 2009	$	(18,149	)		2,250,000	$	(0.01	)
For the six months ended
September 30, 2008	$	(31,610	)		2,250,000	$	(0.01	)

b.  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.

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ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

September 30, 2009

NOTE 2 - -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Income Tax

We file federal income tax returns in the U.S. and state income tax returns in those state jurisdictions where we are required to file.  With few exceptions, we are no longer subject to U.S. federal, state or and local income tax examinations by tax authorities for years before June 30, 2006.

We adopted the provisions of FASB Interpretation No. 48 (ASC Topic 740), Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, no adjustment should be made for unrecognized tax benefits.

There are no tax positions included in the balance at September 30, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  

Our policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.  

d. Recent Accounting Pronouncements

In May 2009, the FASB issued FAS 165 (ASC Topic 855), “Subsequent Events”.  This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of  FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

In June 2009, the FASB issued FAS 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s  first annual reporting period that begins after November 15,  2009. The Company does not expect the adoption of  FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

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ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

September 30, 2009

NOTE 2 - -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Recent Accounting Pronouncements (Continued)

In June 2009, the FASB issued FAS 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R) ”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s  first annual reporting period that begins after November 15,  2009. The Company does not expect the adoption of  FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of  FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

NOTE 3 - -      SHAREHOLDER LOAN

A shareholder has advanced the Company $12,413 as of September 30 2009.   The loans accrue interest at 8.0% per annum.  Accrued interest at September 30, 2009 was $659.  The loans are due on demand.

9

ROCKY MOUNTAIN FUDGE COMPANY, INC.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

September 30, 2009

NOTE 4 - -      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.

NOTE 5 - -      SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through November 13, 2009.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Going Concern

As indicated in a footnote to our financial statements 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 fully 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

During the next 12 months we will continue our search for a joint venture candidate with whom we can contract to sub-lease industrial-quality kitchen facilities for our fudge production processes.  It is our hope to consummate such a joint venture such that our partner will agree to accept a percentage of earnings as payment for the lease of the kitchen facility, so as to minimize the amount of up-front capital required.  If we are unable to consummate such venture, we will continue to search for a facility with adequate space and kitchen equipment such that we can rent the facility on a seasonal basis, when demand for our fudge products is at its highest. If current available funds are not sufficient to complete the facilities as desired, it may be necessary for us to seek funds from our directors or principal stockholders or from outside financing. We anticipate that any facility we locate will be able to accommodate the packaging of products.

We are also in the early stages of updating our website (www.greatestfudgeonearth.com) so as to accommodate online orders.  It is our hope that this process will allow for minimal sales staff and minimal advertising expenses.  We will also continue selling products at local retail outlets and in booths located at special events, fairs and festivals.

As of September 30, 2009, we had $1,265 in cash and management anticipates needing additional capital to continue operations for the remainder of 2009. If revenues do not provide sufficient funds to continue operations, we may need to seek additional financing. Any additional funds would most likely come from current directors, although directors are under no obligation to provide additional funding and there is no assurance outside funding will be available on terms acceptable to us, or at all.

We expect that future facilities will be rented with equipment adequate to handle anticipated production.  Therefore, we do not anticipate making any significant capital expenditures in the immediate future for new equipment or other assets.  If additional equipment becomes necessary, we will most likely rely on outside funding.

We presently do not have any full time employees.  We expect to add employees only if business warrants.  Further, we believe that in the event increased business necessitates additional employees, we 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:

●      searching for adequate kitchen facilities or a joint venture candidate;

●      increasing revenues from sales of candy products;

11

● expanding our marketing area to include communities outside the Salt Lake City metropolitan area;

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

● hiring additional employees and/or independent contractors if we are successful in expanding our business and adequate funds are available; and

●      attaining profitability.

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

Results of Operations

For the Three Months Ended September 30, 2009 and 2008

We did not realize any revenues during the three-month periods (“third quarter”) ended September 30, 2009 or 2008.  During the third quarter of 2009, we incurred a net loss of $3,787 compared to a $11,706 loss during the third quarter of 2008.  The decreased loss for the third quarter of 2009 is attributed to the 70% decrease in general and administrative expenses from $11,658 for the 2008 period compared to $3,539 for the 2009 period, primarily due to a reduction in legal and accounting costs related to the preparation and filing with the SEC of our requisite periodic reports.

For the Nine Months Ended September 30, 2009 and 2008

We did not realize any revenues during the nine-month periods ended September 30, 2009 or 2008 and incurred a net loss of $18,149 for the 2009 period compared to a $31,610 loss for the 2008 period.  The decreased loss for the first nine months of 2009 is attributed to the 44% decrease in general and administrative expenses from $31,430 for the 2008 period compared to $17,719 for the 2009 period, also due to reduced legal and accounting costs.

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.

Liquidity and Capital Resources

At September 30, 2009, we had cash on hand of $1,265 compared to $8,484 at December 31, 2008.  The decrease in cash is attributed primarily to the payment of ongoing expenses and not realizing revenues during the period.

We estimate cash requirements for the next twelve months to be approximately $25,000.  Current cash on hand will not be sufficient and if we do not realize adequate revenues, we will need to seek additional funding.  We have no agreements or arrangements for future capital.  We have received $10,000 during the first nine months from a stockholder.  If management or stockholders are unable to provide additional 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 September 30, 2009, we had total assets of $1,265 in cash and a stockholders' deficit of $11,806, compared to total assets of $8,484 in cash and a stockholders' equity of $5,843 at December 31, 2008.

12

Net Operating Loss

We have accumulated approximately $119,657 of net operating loss carryforwards through December 31, 2008, 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 2028. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2008 or nine months ended September 30, 2009 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.

Forward-Looking and Cautionary Statements

This report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors.  Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 3.               Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4(T).         Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.  Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives.  Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment.  Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of September 30, 2009, our disclosure controls and procedures were effective, except for those events discussed below.

Changes in Internal Control Over Financial Reporting.  Management has evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2009. Based on its evaluation, management, including the chief executive officer and principal accounting officer, concluded that there have been no changes in our internal control over financial reporting during the third quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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 1A.       Risk Factors

This item is not required for a smaller reporting company.

Item 2.          Unregistered Sales of 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.

Item 6.          Exhibits

Exhibit 31.1	Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROCKY MOUNTAIN FUDGE COMPANY, INC.
Date:  November 13, 2009		By:	/S/ Steven D. Moulton
			Steven D. Moulton
			President, C.E.O. and Director
			(Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven D. Moulton, certify that:

1.     I have reviewed this quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;

4.     The registrant'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 registrant 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 registrant, 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 registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.

Date:    November 13, 2009

/S/   Steven D. Moulton

Steven D. Moulton

Chief Executive Officer

Principal Accounting Officer

EX-32.1

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-Q for the period ending September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven D. Moulton, Chief Executive Officer and 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

Chief Executive Officer

Principal Accounting Officer

November 13, 2009

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-Q 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-Q or as a separate disclosure document.