UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549








FORM
      10-KSB/A





Amendment
      No. 3





(Mark
      One)


xAnnual
      Report Pursuant
      to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal
      Year Ended December 31, 2007





o Transition
      Report
      Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
      1934





Commission
      File Number 000-51140





ROCKY
      MOUNTAIN FUDGE COMPANY, INC.


(Name
      of
      Small Business Issuer in its charter)





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





4596
      Russell Street, Salt Lake City, Utah 84117


(Address
      of principal executive officers) (Zip Code)





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





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







Title
                of each class
            Name
                of each exchange on whichto
                be so registered
            each
                class is to be registeredN/A
            N/A





Securities
      registered pursuant to Section 12(b) of the Exchange Act: None





Securities
      registered pursuant to Section 12(g) of the Exchange Act: Common





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the Registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x





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




State
      the
      issuer's revenues for its most recent fiscal year. $ 163





State
      the
      aggregate market value of the voting stock held by non-affiliates computed
      by
      reference to the price at which the stock was sold, or the average bid and
      ask
      prices of such stock as of a specified date within 60 days: $805,700
      (Based on price of $1.95 on October 8, 2008)


1


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 October 8, 2008Common
                Stock, Par Value
            2,250,000
                shares, $.001 par value





DOCUMENTS
      INCORPORATED BY REFERENCE





A
      description of "Documents Incorporated by Reference" is contained in Part III,
      It em
      14.





Transitional
      Small Business Disclosure Format. Yes o No x










2


ROCKY
      MOUNTAIN FUDGE COMPANY, INC.





FORM
      10-KSB/A





TABLE
      OF
      CONTENTS





PAGEExplanatory
                Note
            4**PART
                II**Item
                8A. Controls and Procedures
            4**PART
                II**ITEM
                13 Exhibits
            6Signatures
            7  3


**EXPLANATORY
      NOTE**





This
      Amendment No. 3 to Rocky Mountain Fudge Company, Inc.’s Annual Report on Form
      10-KSB/A for the fiscal year ended December 31, 2007, filed with the SEC on
      January 31, 2008, is being filed solely to revise disclosure included under
      Item
      8A(T), Controls and Procedures. Except with respect to the referenced revision,
      this Amendment No. 3 does not reflect events occurring after the filing of
      the original Form 10-KSB, Amendment No. 1 (filed August 13, 2008) or Amendment
      No. 2 (filed August 14 2008), or modify or update those disclosures affected
      by
      subsequent events.





**PART
      II**





**Item
      8A(T).**  **Controls
      and Procedures**





The
      President of Rocky Mountain Fudge Company, Inc. acts both as our chief executive
      officer and principal accounting officer and is responsible for establishing
      and
      maintaining disclosure controls and procedures for the company.





*Evaluation
      of Disclosure Controls and Procedures* .





Under
      the
      supervision and with the participation of management, Steven D. Moulton, acting
      as our chief executive officer and principal accounting officer, evaluated
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as of December 31, 2007.





Based
      on
      this evaluation, our chief executive officer and principal accounting officer
      concluded that, as of the end of the period covered by this report, our
      disclosure controls and procedures were not effective to ensure that the
      information required to be disclosed in reports we submit under the Exchange
      Act
      is recorded, processed, summarized and reported within the time periods
      specified in the applicable rules and forms and that such information was
      accumulated and communicated to our chief executive officer and principal
      accounting officer, in a manner that allowed for timely decisions regarding
      required disclosure. Our conclusion is premised on the following
      reason:





We
      overlooked the inclusion of our “Management’s Annual Report on Internal Control
      over Financial Reporting” in our initial Annual Report filed on Form 10-KSB for
      the year ended December 31, 2007 and Amendments no. 1 and 2 to that report
      and,
      as a result, we have determined that we had a material weakness in our ability
      to determine certain changes in the laws that affect our disclosure obligations.





In
      light
      of the above weakness, we are developing a plan to ensure that we are aware
      of
      changes in the laws that affect our disclosure obligations, to ensure that
      all
      information required to be disclosed by us in the reports we submit under the
      Exchange Act is recorded, processed, summarized and reported accurately and
      timely. As of the date of this amended report, we have taken the following
      steps
      to address the material weakness in our disclosure controls and procedures:





1.  Before
      each report is prepared, we will review the SEC’s website ( www.sec.gov )
      in an
      effort to determine any recent changes in the laws affecting our disclosure
      obligations; and





4


2.  As
      each
      report is prepared, we will discuss with our independent consultants, who assist
      us in the preparation of the reports and financial statements included within
      the reports, whether they are aware of any recent changes in the laws affecting
      our disclosure obligations.





The
      remainder of our plan involves seeking additional training of existing personnel
      in the area of SEC reporting issues and/or, to the extent deemed necessary,
      the
      possible hiring of personnel or outside consultants who are familiar and
      conversant with SEC reporting issues. We also plan to allot sufficient time
      and
      resources to conduct management’s review of internal control over financial
      reporting prior to the end of the fiscal year ending December 31, 2008 and
      to
      timely file our “Management’s Report on Internal Control Over Financial
      Reporting” in our Annual Report on Form 10 for the year ending December 31,
      2008.





*Management’s
      Annual Report on Internal Control Over Financial Reporting* .





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
      of
      the Exchange Act. Our internal control system was designed 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. Because of inherent limitations, a system of
      internal control over financial reporting may not prevent or detect
      misstatements. Therefore, even those systems determined to be effective can
      provide only reasonable, not absolute, assurance of achieving their control
      objectives. Also, projections of any evaluation of effectiveness to future
      periods are subject to the risk that controls may become inadequate due to
      change in conditions, or that the degree of compliance with the policies or
      procedures may deteriorate.





Our
      management, including our chief executive officer and principal accounting
      officer, conducted an evaluation of the effectiveness of our internal control
      over financial reporting using the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in *Internal
      Control-Integrated Framework* .
      Based
      upon this evaluation, our management, including the chief executive officer
      and
      principal accounting officer, has concluded that our internal controls over
      financial reporting were ineffective as of December 31, 2007, due to our failure
      to include the “Management’s Annual Report on Internal Control over Financial
      Reporting” in our Annual Report.





*Changes
      in Internal Control Over Financial Reporting* .





During
      the fiscal quarter ended December 31, 2007, there were no changes in our
      internal controls over financial reporting that we believe could materially
      affect, or is reasonably likely to materially affect, our internal controls
      over
      financial reporting.





This
      Annual Report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the company’s registered
      public accounting firm pursuant to temporary rules of the SEC.





5


**Item
      13. Exhibits**





Exhibit
                No.
            Exhibit
                Name2.1*
            Agreement
                and Plan of Merger (change of domicile)3.1*
            Articles
                of Incorporation (Nevada)3.2*
            By-Laws
                of Registrant4.1*
            Instrument
                defining rights of holders (See Exhibit No. 3.1,Articles
                of Incorporation)10.1**
            Consulting
                Agreement with Ronald Moulton10.2**
            Consulting
                Agreement with Vallerie Moulton21.1*
            Subsidiaries31.1
            Certification
                of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            Certification
                of Principal Accounting Officer Pursuant toSection
                302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                of C.E.O. Pursuant to 18 U.S.C. Section 1350, asAdopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            Certification
                of Principal Accounting Officer Pursuant to 18U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley
                Act of 2002


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


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


**
      Filed
      previously as exhibit to Form 8-K filed April 20, 2007


6


SIGNATURES





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






Rocky
                Mountain Fudge Company, Inc.
              (Registrant)Date: October
              15, 2008
            By:
            /s/ Steven
              D.
              MoultonSteven
              D. MoultonPresident,
                Chief Executive Officer and
              Director
              (Principal Accounting Officer)








7