| 1.     | I              have reviewed this annual report on Amendment No. 3 to Form 10-KSB/A              of        |
|--------|------------------------------------------------------------------------------------------------------------|
|   | Rocky              Mountain Fudge, Inc.;                                                                   |
|   |                                                                                                       |   |
| 2.     | Based              on my knowledge, this annual 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              annual report;                                                                      |
|   |                                                                                                       |   |
| 3.     | Based              on my knowledge, the financial statements, and other              financial             |
|   | information              included in this annual 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              annual              |
|   | 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)) for the              registrant        |
|   | and              we have:                                                                                  |
|   |                                                                                                       |   |
|   | a)                                                                                               | designed                such disclosure controls and procedures 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                annual |
|   |                                                                                                       | 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,                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 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, to the registrant's auditors and the              audit           |
|   | committee              of registrant's board of directors (or persons performing the                       |
|   | equivalent              function):                                                                         |
|   |                                                                                                       |   |
|   | a)                                                                                                         | all                significant deficiencies and material weaknesses in the                design |
|   |                                                                                                       | or                operation of our financial reporting internal controls 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                controls over financial reporting. |

|                                                                                                             |   |   |
|------------------------------------------------------------------------------------------------------------------|--------|--------|
| /s/ Steven                D.                Moulton                                                         |   |   |
| Steven                  D. MoultonPrincipal                  Accounting OfficerOctober                  15, 2008 |   |   |
|                                                                                                             |
|                                                                                                             |
|                                                                                                             |
|                                                                                                             |
| 9                                                                                                      |