UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





(Mark
      One)


x  Annual
      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
              incorporation
                or organization)
            (I.R.S.
                Employer
              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
              to
                be so registered
            Name
                of each exchange on which
              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:
      $454,500.




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 January 15, 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, Item
      14.





Transitional
      Small Business Disclosure Format. Yes o    No x









ROCKY
      MOUNTAIN FUDGE COMPANY, INC.





FORM
      10-KSB





TABLE
      OF
      CONTENTS





PAGEPART
                IITEM
                1.
            Description
                of Business
            3ITEM
                2.
            Description
                of Property
            11ITEM
                3.
            Legal
                Proceedings
            11ITEM
                4.
            Submission
                of Matters to a Vote of Securities Holders
            11ITEM
                5.
            Markets
                for Common Equity and Related Stockholder Matters
            11ITEM
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            13ITEM
                7.
            Financial
                Statements
            18Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                DisclosureItem
                8A.
            Controls
                and Procedures
            19Item
                8B
            Other
                Information
            19**PART
                II**ITEM
                9.
            Directors,
                Executive Officer, Promoters, Control Persons and Corporate Governance;
                Compliance With Section 16(a) of the Exchange Act
            20ITEM
                10.
            Executive
                Compensation
            21ITEM
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            22ITEM
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            22ITEM
                13
            Exhibits
            23ITEM
                14.
            Principal
                Accountant Fees and Services
            23Signatures










PART
      I





ITEM
      1.
      Description of Business





Business
      Development





History





Rocky
      Mountain Fudge Company, Inc. ("the Company") was incorporated in the State
      of
      Utah as Vallerie's Country Candy, Inc. on January 4, 1990, primarily to engage
      in the business of manufacturing and retailing fudge candy. Upon its
      incorporation, the Company issued an aggregate of 300,000 shares of common
      stock
      for cash consideration to its three initial directors (100,000 shares each).
      On
      August 10, 1990, the Company approved a forward stock split of its outstanding
      shares on a four shares for one share basis, resulting in 1.2 million shares
      outstanding, post-split.





On
      August
      10, 1990, the Company's Board of Directors and stockholders voted to increase
      the Company's authorized capital from 1 million to 10 million shares of common
      stock, while retaining the par value at $0.001 per share. The Company filed
      Articles of Amendment effecting this change on October 15, 1990. Subsequently
      on
      August 27, 1992, the Company changed its name to RV & S Enterprises and, on
      August 12, 1998, again change its name to Rocky Mountain Fudge Company,
      Inc.





In
      December 1998, the Company completed an initial public offering of 50,000 shares
      of its common stock for the offering price of $1.00 per share. As a result
      of
      this offering, the Company realized gross proceeds of $50,000





On
      September 27, 2005, the Company held a special meeting of stockholders to
      consider and act on the following proposals:





o
            to
                change the authorized capitalization to 50 million shares of common
                stock,
                par value $0.001 per share;





o
            to
                effect a forward split of the issued and outstanding shares of common
                stock on a 5 shares for 1 share basis;
                and





o
            to
                empower the Board of Directors to take the necessary corporate action
                to
                relocate the domicile of the Company from the State of Utah to the
                State
                of Nevada.





On
      January 16, 2008, pursuant to the unanimous approval by the Board of Directors
      and by the majority vote of stockholders by written consent, the Company
      effected a reverse stock split of its outstanding common stock on a one share
      for five shares basis. As a result of the reverse stock split, the Company
      currently has outstanding 2,250,000 shares of common stock.





The
      Board
      of Directors and the majority of stockholders by written consent have also
      approved the adoption of Amended and Restated Articles of Incorporation. The
      revised Articles provide, among other things, eliminating the personal liability
      of directors to the full extent allowable by Nevada law; permitting
      indemnification of any and all persons whom the Company has the power to
      indemnify; allowing the Board of Directors to change, alter or repeal any
      provision of the Articles of Incorporation to the full extent permitted by
      Nevada law and opting out of the "Acquisition of Controlling Interest"
      provisions of Nevada law.




3





All
      of
      the above proposals were approved by the stockholders and the Company took
      the
      appropriate actions to facilitate each action. In order to relocate the domicile
      of the Company, the Company created a new wholly owned subsidiary in the State
      of Nevada under the name of Rocky Mountain Fudge Company, Inc. The Nevada
      corporation has the same capitalization as the Company; 50 million shares of
      common stock, par value $0.001 per share. The Company and the newly formed
      Nevada entity then executed an Agreement and Plan of Merger for the sole purpose
      of changing the Company's domicile to Nevada. As a result of the merger
      transaction, the Utah corporation was merged with and into the Nevada
      corporation, with the Nevada entity being the survivor. Each Company stockholder
      was entitled to exchange their shares of common stock in the Utah entity for
      the
      same number of shares in the Nevada entity, adjusted for the five for one
      forward stock split. Unless otherwise noted, all references hereafter to share
      amounts will be on a post-split basis.





Following
      the change of domicile, the Company incorporated a new wholly owned subsidiary
      in the State of Utah under the name of Wasatch Candy Company, Inc., d.b.a.
      Vallerie's Country Candy, into which the Company transferred certain cash and
      assets and through which the Company will operate its candy
      business.





Initial
      Public Offering





On
      October 1, 1998, the Company commenced an initial public offering of its common
      stock pursuant to an exemption from registration under the Securities Act of
      1933 (the "Securities Act") provided by Rule 504 of Regulation D promulgated
      thereunder. The offering was for 50,000 shares of common stock at the offering
      price of $1.00 per share. The Company sold a total of 50,000 shares to 31
      investors for gross proceeds of $50,000 and filed a final Form D with the SEC
      in
      December 1998. The 50,000 shares now represent 250,000 shares,
      post-split.




In
      December 2005, the Company filed a registration statement on Form 10-SB under
      the Securities Exchange Act of 1934. Accordingly, the Company is obligated
      to
      file with the SEC certain interim and periodic reports including an annual
      report containing audited financial statements. The Company anticipates that
      it
      will continue to file such reports, notwithstanding the fact that, in the
      future, it may not otherwise be required to file such reports based on the
      criteria set forth under Section 12(g) of the Exchange Act.




The
      Company's principal executive offices are located at 4596 Russell Street, Salt
      Lake City, Utah 84117 and its telephone number is (801) 230-1807.





Business
      Activities





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.




4





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.





During
      fiscal year 2007, the Company had only nominal sales, primarily attributed
      to
      management being unable to locate an adequate permanent location from which
      to
      produce its candy products. Because of the lack of revenues, the Board has
      determined that it may be in the best interest of the Company and its
      stockholders to explore the possibility of locating a new business venture
      to
      acquire or merge with. As of the date hereof, we have not formulated any
      definite plans nor have we identified or discussed with any potential business
      or entity the possibility of an acquisition or merger. Also, there can be no
      assurance that we will enter into any future transaction, or that any such
      transaction will be successful. We intend to continue to explore possibilities
      of continuing with our current business.





Products





All
      of
      the Company's candies have been developed by recipes contributed to the Company
      by its co-founder, Vallerie Moulton. Presently, the Company offers its fudge
      candy in the following varieties: Plain, Walnut, Almond, Rocky Road, Caramel
      Swirl and Virginia Cream. The Company also offers its brittle candy in the
      following varieties: Peanut, Pecan and Cashew.




Distribution





Historically,
      the Company sold its products by way of rented booths at various special
      functions, fairs and other events, concentrating its sales during the
      Thanksgiving and Christmas seasons. Most of the Company's sales have been made
      in face-to-face transactions at one of its retail booths. During 2007, the
      Company intended to concentrate on mail order and Internet sales. However,
      these
      endeavors were not successful and management is not exploring possible
      alternative strategies. The Company's Internet address is
      www.greatestfudgeonearth.com.




The
      Company's fudge and other candies are generally sold in pre-packaged 1/2 pound
      plastic containers or wrapped in air tight packages. In addition, the Company
      makes its fudge available in slices that are cut in the size or weight that
      the
      customer orders. The Company sells its fudge at a price of $13.00 per pound
      and
      its brittle candy for $14.00 per pound, which price includes sales tax for
      mail
      orders. The Company adds a flat $7.70 shipping and handling fee to each order.
      Management believes that the Company's candy is priced competitively compared
      to
      other candy makers that charge between $8.50 to $23.00 per pound for their
      products. Also, unlike some competitors, the Company does not anticipate
      adjusting its prices during holidays.




5





The
      Company will continue and expand its marketing and distribution of its candies
      only if management determines to remain in the candy business. If it so
      determines, any expansion would be dependent on the availability of adequate
      funds.





New
      Products





The
      Company presently has no new products in development.





Competition





The
      candy
      and snack food industry is highly competitive, and is dominated by large
      national and international concerns such as Nabisco, Hershey Foods and Nestle.
      There will be literally hundreds of competitors existing in the Company's market
      at any given time. Due to this large and very fragmented market, in addition
      to
      the Company's status as a development stage company, management expects that
      the
      Company's competitive position in its industry will be extremely small. Even
      if
      the Company is successful in its business plans, this will remain the case.
      There can be no assurance that the Company will be able to compete successfully
      in its industry.




Sources
      and Raw Materials and Supplies




The
        raw
        materials used in the Company's products are very widely available  from
        distributors and at the retail level. These materials include
        butter,  sugar,
        walnuts and other nuts, marshmallows, spices and other condiments.
        The  Company
        believes that it can readily purchase adequate supplies from local  distributors
        or from large retail outlets such as Costco and Sam's Club.  Management
        does not expect a scarcity of any ingredients to be a concern.




Patents





The
      Company does not presently have any patents, trademarks, licenses, franchises,
      concessions or royalty agreements and there are no plans to secure any such
      arrangements in the foreseeable future.




Governmental
      Regulations





The
      Company's operations and production of its candy are subject to U.S. Department
      of Agriculture ("USDA") regulations requiring labeling of ingredients on its
      candy containers. Management believes that it is in compliance with this
      regulation. The Company's manufacturing facilities are also subject to periodic
      USDA inspections for cleanliness and its scales, which are used for weighing
      quantities of product at retail, are subject to periodic testing by the Division
      of Weights and Measures of the Utah Department of Agriculture. With the
      exception of periodic inspections by the USDA for cleanliness of its kitchen,
      management believes that the Company does not have to comply with any specific
      environmental laws.




Research
      and Development





The
      Company does not conduct any research and development in connection with its
      business operations.




6




Employees





Currently,
      the Company has no full-time employees, and will add employees only if it
      continues its current business and if operations warrant such additions. Steven
      Moulton, the Company's President, devotes approximately 60 hours per month
      to
      the Company's business.





The
      Company does not have any employment contracts with employees and No  employees
      are members of any union, nor have they entered into any collective bargaining
      agreements. If the Company's operations reach a level that justifies expansion
      and if adequate funds are available, management will consider adding additional
      employees during the next year in order to accommodate the growth.




Facilities





The
      Company currently uses the personal residence of its former  President
      and Secretary as its principal executive offices. These facilities that are
      owned by The former President and Secretary are provided to the Company at
      no
      charge. The Company also maintains a mail delivery location that is rented
      on a
      monthly basis and at which it receives correspondences and product orders.
      The
      address of this location is 4760 Highland Drive, #353, Salt Lake City Utah
      84117. In the past the Company has leased various commercial kitchen locations
      for the production of its candies. The Company has been unable to locate a
      suitable permanent location for its candy production activities.




Industry
      Segments





No
      information is presented regarding industry segments. The Company is presently
      engaged in the production and marketing of candy products and has no current
      plans to participate in another business or industry. Reference is made to
      the
      statements of income included herein in response to Part F/S of this Form 10-KSB
      for a report of the Company's operating history for the past two fiscal years.




Risk
      Factors Related to the Company's Business





The
      Company is subject to certain substantial risks inherent in its business and
      set
      forth or referred to herein. Prospective investors in the Company's securities
      should carefully consider, among other potential risks, the following risk
      factors as well as all other information set forth or referred to herein before
      considering an investment in the Company's common stock. An investment in the
      Company's shares involves a high degree of risk. If any of the following events
      or outcomes actually occurs, business operating results and financial condition
      would likely suffer. As a result, if a trading market for the Company's shares
      develops, the trading price of its common stock could decline and you may lose
      all or part of the money you paid to purchase your shares.




The
      Company has a limited operating history and has not recorded operating profits
      since its inception. Continuing losses may exhaust capital resources and force
      the Company to discontinue operations.




7





Although
      the Company was incorporated in 1990, it has a limited and sporadic operating
      history and has incurred net losses since inception. The potential to generate
      profits from the Company's candy business depends on many factors, including
      the
      following:




o
            the
                ability to secure adequate funding to locate adequate kitchen andmanufacturing
                facilities and to fund ongoing production of
                product;





o
            the
                size and timing of future customer orders, product delivery andcustomer
                acceptance, if required;





o
            the
                ability to locate permanent suitable candy production
                facilities;





o
            the
                costs of maintaining and expanding operations;
                and





o
            the
                ability to attract and retain a qualified work
                force.





There
      can
      be no assurance that the Company will be able to achieve any of the foregoing
      factors or realize profitability in the immediate future or at any time.





The
      Company has limited assets and has not recorded revenues or an operating
      profit for several years; continuing losses may exhaust capital resources
      and force the Company to discontinue operations.





The
      Company currently has only limited cash assets and has not realized any
      significant revenues or an operating profit for several years. From its
      inception in January 1990 through December 31, 2007, the Company has incurred
      cumulative losses of approximately $124,000. There can be no assurance that
      the
      Company will produce any material revenues or achieve profitability in the
      immediate future or at any time for the Company or its stockholders or that
      any
      such business will operate on a profitable basis.




The
      Company's auditors have expressed a going concern opinion





The
      Company's independent auditors discuss in their report dated January 15, 2008
      included with the December 31, 2007 financial statements, the Company's ability
      to continue as a going concern. Their report states that "the Company has
      limited revenues and has sustained recent losses from operations. This raises
      substantial doubt about the Company's ability to continue as a going concern."
      Note 2 to the financial statements further states that "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." Please see Note 2 to the financial statements included herewith.





In
      order
      to continue business, the Company may have to secure additional capital.
      Additional required capital may not be available at attractive terms which
      would
      have a material negative effect on the company's business and operating
      results.





In
      the
      event the Company needs additional funds in order to continue or increase its
      current business operations, it may not be able to secure such funding. In
      the
      past the Company's has been dependent on the infusion of capital from directors
      and stockholders in order to continue its business. Currently, management
      estimates recurring annual total expenses to be approximately $15,000.
      Management further expects that general, administrative and other operating
      expenses will increase substantially as the Company accelerates efforts to
      expand its business and to satisfy increased reporting and stockholder
      communications obligations under the securities laws.




8





There
      can
      be no assurance that the Company will be able to obtain necessary funds required
      to continue operations, or that such funds will be available on favorable terms
      favorable, or at all. If the Company borrow funds it will have to pay interest
      and may also have to agree to restrictions that limit operating flexibility.
      In
      addition, the Company's cash requirements may vary materially from those now
      anticipated by management. These changes may be due to the results of business
      expansion, potential changes in capital and debt markets, terms on which
      financing can be obtained, competitive factors and other factors. If adequate
      funds are not available, the Company may be required to curtail operations
      which
      would have a negative effect on the Company's financial condition.





The
      Company may not be able to expand the market for its products, which could
      cause its business to fail.





It
      is
      management's intention to expand the products the Company offers and the area
      in
      which it markets products, but only as ongoing business conditions warrant
      and,
      if necessary, funds are available. The Company presently operates in a limited
      area in and around Salt Lake City, Utah. Management has been unable to locate
      adequate permanent kitchen facilities for producing its candy. Thus, the Company
      is exploring the possibility of new business opportunities. If management
      decides to remain it the candy business, it will have to locate adequate
      facilities. If it cannot locate adequate facilities and expand its business,
      the
      Company’s business could fail.





The
      industry in which the Company operates is highly competitive and could affect
      results of operations, which would make profitability even more difficult
      to achieve and sustain.





The
      candy
      and related products industry is highly competitive and is marked by easy entry
      and many competitors and potential competitors. In addition to several local
      competitors some of the national competitors include Nabisco, Hershey Foods
      and
      Nestle. Most existing and potential competitors have greater financial
      resources, larger market share and larger production capability, which may
      enable them to establish a stronger competitive position than the Company has,
      in part through greater marketing opportunities. If the Company fails to compete
      effectively with these businesses or to address competitive developments quickly
      and effectively, it will not be able to grow its business or remain a viable
      entity.





The
      Company's business could be adversely affected by any adverse economic developments
      in the candy and snack food industry and/or the economy in general.





The
      Company depends on the perceived ongoing demand for its candy products, which
      is
      subject to trends in discretionary spending by the consumer. Therefore, future
      business is susceptible to downturns in the candy industry and the economy
      in
      general. Any significant downturn in the market or in general economic
      conditions would likely hurt the Company's business.





Management
      Will Devote Only Minimal Time to the Company.





Presently,
      the Company's sole director has  other
      full time obligations and will devote only such time to the Company as
      necessary. It is anticipated that  Steven
      Moulton  will
      spend approximately 60 hours per month dealing with the administrative details
      of the Company's business and the balance of his time to conducting his own
      investment and consulting activities. Thus, because of other time commitments,
      management anticipates that it will devote only a minimal amount of time to
      the
      Company, at least until such time as business warrants devoting more time.




9




Effective
      voting control of the Company is held by three persons.





The
      Company's sole director and two other stockholders own  approximately
      80% of the outstanding voting securities of the Company. No other person owns
      as
      much as of 10% of the outstanding shares. Accordingly, these three persons
      will
      have the ability to elect all of the Company's directors, who in turn elect
      all
      executive officers,
      without regard to the votes of other stockholders.




Currently
      there is only a limited trading market for Company’s common stock





In
      June
      2006, the Company’s shares were accepted for listing on the OTC Bulletin Board
      under the symbol “RMFD.” The trading symbol was changed to “RMFI” following the
      Company’s reverse stock split on January 16, 2007. Currently, there is not an
      active trading market for the shares and there can be no assurance that any
      such
      market will ever develop or be maintained. Any active trading market for the
      common stock that may develop in the future will most likely be very volatile,
      and numerous factors beyond the control of the Company may have a significant
      effect on the market. Only companies that report their current financial
      information to the SEC may have their securities included on the OTC Bulletin
      Board. In the event that the Company loses this status as a "reporting issuer,"
      any future quotation of its common stock on the OTC Bulletin Board may be
      jeopardized.





The
      so
      called "penny stock rule" make it cumbersome for brokers and dealers
      to trade in the Company's common stock, making the market less liquid
      which could have a negative effect on the price of the shares.





The
      Company's common stock is subject
      to certain provisions of the Exchange Act, commonly referred to as the "penny
      stock" rule. A penny stock is generally defined to be any equity security that
      has a market price less than $5.00 per share, subject to certain exceptions.
      The
      Company’s stock is  subject
      to additional sales practice requirements on broker-dealers. These may require
      a
      broker-dealer to:




o
            make
                a special suitability determination for purchasers of the
                shares;





o
            receive
                the purchaser's written consent to the transaction prior to thepurchase;
                and





o
            deliver
                to a prospective purchaser of the Company's shares prior to thefirst
                transaction, a risk disclosure document relating to the penny stockmarket.





Consequently,
      penny stock rules may restrict the ability of broker-dealers to trade and/or
      maintain a market in the Company's common stock. Also, prospective investors
      may
      not want to get involved with the additional administrative requirements, which
      may have a material adverse effect on the trading of the Company's shares.





The
      Company has never paid a dividend and does not intend to do so in the immediate
      future.




10





The
      Company has never paid cash dividends and has no plans to do so in the
      foreseeable future. Any future dividend policy will be determined by the
      Company's Board of Directors and will depend upon a number of factors, including
      the Company's financial condition and performance, cash needs and expansion
      plans, income tax consequences, and the restrictions that applicable laws and/or
      credit arrangements may impose.





ITEM
      2.
      Description of Property





The
      Company does not presently own any property.





ITEM
      3.
      Legal Proceedings.





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





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





On
      December 10, 2007, the Board of Directors unanimously approved a proposal to
      effect a reverse stock split of the Company’s common stock on a one share for
      five shares basis. The Board also unanimously approved the adoption of Amended
      and Restated Articles of Incorporation. Both proposals were approved by the
      Company’s majority stockholder, holding approximately 53.3% of the outstanding
      shares, by written consent without having a meeting. Notice of the actions
      was
      sent to all stockholders on December 26, 2007 in an information statement that
      was also filed with the SEC. The reverse stock split was effective on January
      16
      2008.





ITEM
      5.
      Market Price for Common Equity and Related Stockholder Matters.





The
      Company’s shares are included on the OTC Bulletin Board under the symbol ”RMFI”
      (symbol prior to January 21, 2008 was “RMFD” ) although
      currently there is not an active trading market for the shares and there can
      be
      no assurance that any such market will ever develop or be maintained.
      Accordingly, no historical trading information is being included in this
      report.





The
      ability of individual stockholders to trade their shares in a particular state
      may be subject to various rules and regulations of that state. A number of
      states require that an issuer's securities be registered in their state or
      appropriately exempted from registration before the securities are permitted
      to
      trade in that state. Presently, the Company has no plans to register its
      securities in any particular state. Further, the Company's shares most likely
      will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g)
      sets
      forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1)
      incorporates the definition of penny stock as that used in Rule 3a51-1 of the
      Exchange Act.





The
      SEC
      generally defines penny stock to be any equity security that has a market price
      less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides
      that any equity security is considered to be a penny stock unless that security
      is: registered and traded on a national securities exchange meeting specified
      criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market;
      issued by a registered investment company; excluded from the definition on
      the
      basis of price (at least $5.00 per share) or the issuer's net tangible assets;
      or exempted from the definition by the SEC. Broker-dealers who sell penny stocks
      to persons other than established customers and accredited investors (generally
      persons with assets in excess of $1,000,000 or annual income exceeding $200,000,
      or $300,000 together with their spouse), are subject to additional sales
      practice requirements.




11





For
      transactions covered by these rules, broker-dealers must make a special
      suitability determination for the purchase of such securities and must have
      received the purchaser's written consent to the transaction prior to the
      purchase. Additionally, for any transaction involving a penny stock, unless
      exempt, the rules require the delivery, prior to the first transaction, of
      a
      risk disclosure document relating to the penny stock market. A broker-dealer
      also must disclose the commissions payable to both the broker-dealer and the
      registered representative, and current quotations for the securities. Finally,
      monthly statements must be sent to clients disclosing recent price information
      for the penny stocks held in the account and information on the limited market
      in penny stocks. Consequently, these rules may restrict the ability of
      broker-dealers to trade and/or maintain a market in the Company's common stock
      and may affect the ability of stockholders to sell their shares.





As
      of
      January 21, 2008, there were 58 holders of record of the Company's common stock,
      which does not account for stockholders whose shares may be held in a brokerage
      account or in other nominee name. Because there has been no established public
      trading market for the Company's securities, no trading history is presented
      herein.





The
      Company has not filed a registration statement under the Securities Act and
      all
      of its outstanding shares of common stock were issued pursuant to exemptions
      under that Act. In December 1990, the Company issued 1.25 million shares
      (post-split) of common stock to its officers and other individuals for cash.
      These share were deemed to be "restricted" securities as defined by the
      Securities Act. In December 1998, the Company completed an offering of 50,000
      shares of common stock to a total of 31 investors for gross proceeds of $50,000.
      The offering was made pursuant to an exemption from registration under the
      Securities Act provided by Regulation D, Rule 504 of the Securities Act. Sales
      were made pursuant to a Confidential Offering Memorandum and a Form D was filed
      with the SEC in December 1998 reporting the completion of the offering.





As
      provided by Rule 502(d) of Regulation D, securities acquired in transactions
      that satisfy the requirements set forth in Rule 504 are not subject to the
      resale limitations set forth in Rule 502(d). Accordingly, the 50,000 shares
      issued pursuant to the Regulation D offering in 1998 are deemed not to be
      "restricted" securities, unless held by an affiliate or control person of the
      Company. The balance of 1.25 million were initially considered restricted,
      unless sold or otherwise transferred pursuant to a registration statement under
      the Securities Act or pursuant to an appropriate exemption from registration.
      Presently, 960,000 shares out of these 1.25 million shares remain as restricted
      securities. A total of 4 million of these restricted shares are held by
      affiliates or controlling stockholder of the Company and 160,000 restricted
      shares are held by nonaffiliates. Accordingly, the balance of 290,000 shares
      are
      considered freely tradeable and may be sold, transferred or otherwise traded
      in
      the public market without restriction, unless held by an affiliate or
      controlling stockholder of the Company. Because all of the outstanding
      restricted shares have been issued and outstanding for more than two years,
      Rule
      144 of the Securities Act is available to the holders of these
      shares.




12





In
      general, under Rule 144 as currently in effect, a person (or persons whose
      shares are aggregated) who has beneficially owned restricted shares of the
      Company for at least one year, including any person who may be deemed to be
      an
      "affiliate" of the Company (as the term "affiliate" is defined under the
      Securities Act), is entitled to sell, within any three-month period, an amount
      of shares that does not exceed the greater of (i) the average weekly trading
      volume in the Company's common stock, as reported through the automated
      quotation system of a registered securities association, during the four
      calendar weeks preceding such sale or (ii) 1% of the shares then outstanding.
      In
      order for a stockholder to rely on Rule 144, the Company must have available
      adequate current public information with respect to itself. A person who is
      not
      deemed to be an "affiliate" of the Company and has not been an affiliate for
      the
      most recent three months, and who has held restricted shares for at least two
      years would be entitled to sell such shares without regard to the various resale
      limitations under Rule 144(k).





Under
      Rule 144(k), the requirements of paragraphs (c), (e), (f), and (h) of Rule
      144
      do not apply to restricted securities sold for the account of a person who
      is
      not an affiliate of an issuer at the time of the sale and has not been an
      affiliate during the preceding three months, provided the securities have been
      beneficially owned by the seller for a period of at least two years prior to
      their sale. For purposes of this registration statement only, a controlling
      stockholder is considered to be a person owning ten percent (10%) or more of
      the
      Company's total outstanding shares, or is otherwise an affiliate of the Company.
      No individual person owning a portion of the 1.45 million shares considered
      to
      be not restricted owns more than ten percent (10%) of the Company's total
      outstanding shares.




All
        of
        the 1,800,000 shares considered restricted securities and presently  held
        by
        the three directors of the Company, are presently eligible for sale  pursuant
        to the provisions of Rule 144, subject to the volume and other  limitations
        set forth under Rule 144. Accordingly, assuming the conditions of  Rule
        144
        are otherwise met, each of these individuals could sell up to 62,500  shares
        per three month period.





On
      November 15, 2007, the SEC adopted an amendment to Rule 144 that will, among
      other things, shorten the holding period under Rule 144 for restricted
      securities from one year to six months. Under the revised rule, non-affiliates
      will be able to freely resell restricted securities after satisfying a six-month
      holding period, subject only to the public information requirement. After
      satisfying a 12-month holding period, non-affiliates may freely resell
      restricted securities without any additional requirements. The revised rule
      will
      also revise the manner of sale requirements for sales by affiliates. The
      amendment becomes effective on February 15, 2008.





Dividend
      Policy





The
      Company has not declared or paid cash dividends or made distributions in the
      past, and the Company does not anticipate that it will pay cash dividends or
      make distributions in the foreseeable future. The Company currently intends
      to
      retain and invest future earnings to finance its operations.





ITEM
      6.
      Management's Discussion and Analysis or Plan of Operation





The
      following information should be read in conjunction with the financial statements
      and notes thereto appearing as Part F/S of this Form 10-SB.




13





The
      Company is considered a development stage company with minimal cash assets
      and
      with only limited operations and revenue. Ongoing operating expense, including
      the costs associated with the preparation and filing of this registration
      statement, have been paid for by advances from a stockholder of the Company.
      It
      is anticipated that the Company will require approximately $15,000 over the
      next
      12 months to fund the Company's operations and to maintain the corporate
      viability of the Company. Management believes that necessary funds will most
      likely be provided by the Company's officers and directors in the immediate
      future. However, unless the Company is able to generate sufficient revenues
      from
      sales of its candy products, or is able to obtain significant outside financing,
      there is substantial doubt about its ability to continue as a going
      concern.





Results
      of Operations





The
      Company had $163 in revenues for the year ended December 31, 2007 and $10,219
      in
      revenues for the year ended December 31, 2006. This significant decrease in
      revenues was the result of the Company’s inability to locate a suitable
      permanent production facility for making its candy products. Because of the
      decreasing revenues, management is considering a search for an alternative
      business or entity with which to merge or acquire. The Company realized a net
      loss of $36,752 during the year ended December 31, 2007, compared to a loss
      of
      $23,234 during the year ended December 31, 2006. This increased net loss results
      primarily from the Company’s lack of significant revenues during the current
      year. These results reflect the Company's decreasing fudge sales activity in
      2007. The loss for 2007 is attributed primarily to legal and accounting expenses
      associated with the filing of the Company's registration statement with the
      SEC.





Liquidity
      and Capital Resources





The
      majority of the Company’s expenses incurred during 2007 were paid by a
      stockholder. Because the Company currently has only nominal revenues and limited
      cash reserves, it expects to continue to rely on the stockholder to pay its
      expenses until such time it realizes adequate revenues from the production
      and
      sales of its candy products. There is no assurance that the Company will be
      able
      to generate adequate revenues in the immediate future to satisfy its cash
      needs.





In
      the
      opinion of management, inflation has not and will not have a material effect
      on
      the ongoing operations of the Company.





Plan
      of
      Operation





During
      the next 12 months, the Company will actively pursue a new production facilities
      for its candy manufacturing business to enable it to market and sell its
      products. If the Company is unable to locate adequate facilities, it may curtail
      its candy business and explore other business opportunities. Because the Company
      lacks immediate necessary funds, it may be necessary for the officers and
      directors to either advance funds to the Company or to accrue expenses until
      such time as it can attain a meaningful level of production. Management intends
      to hold expenses to a minimum and to obtain services on a contingency basis
      when
      possible. Further, the Company's directors will defer any compensation until
      such time as business warrants the payment of such.





The
      Company's immediate plans call for locating and making operational a new
      commercial kitchen facility in which to produce its products. The Company
      intends to rent a facility that has adequate space and equipment to handle
      its
      anticipated production needs, without having to incur significant expense.
      It is
      anticipated that the facility will be able to accommodate the packaging of
      products.




14





If
      management decides to remain in the candy business and is able to locate
      suitable kitchen facilities, it  intends
      to continue selling its products at local retail in booths located at special
      events, fairs and festivals.





As
      of
      December 31, 2007, the Company had $6,769 in cash. After paying certain costs
      and expenses related to restarting production and the associated professional
      fees, including the cost of preparing and filing this registration statement,
      management estimates that it will have sufficient funds to operate for the
      next
      six to twelve months. If business revenues do not provide enough funds to
      continue operations, it may be necessary for the Company to seek additional
      financing. This would most likely come from current directors, although the
      directors are under no obligation to provide additional funding and there is
      no
      assurance outside funding will be available on terms acceptable to the Company,
      or at all.





Management
      anticipates that any new kitchen facilities will be rented with equipment
      adequate to handle the Company's anticipated candy production. Therefore, it
      is
      not expected that the Company will have to make any significant capital
      expenditures for new equipment or other assets. If additional equipment does
      become necessary, the Company believes that it will have adequate cash on hand
      to acquire the equipment.





Currently,
      the Company has no full time employees. Employees will be added only if the
      candy business warrants new employees or a new business enterprise is found.
      Further, the Company believes that in the event increased business necessitates
      additional employees, then the Company 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





o
            searching
                for adequate kitchen facilities, or in the alternative, seeking an
                new
                business enterprise;





o
            hiring
                additional employees and/or independent contractors if the Company
                is
                successful in expanding its business and adequate funds are available;
                and





o
            attaining
                profitability.




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




Net
      Operating Loss





The
      Company has accumulated approximately $65,500 of net operating loss
      carryforwards as of December 31, 2007. This loss carry forward may be offset
      against taxable income and income taxes in future years and expires in the
      year
      2027. 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. 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, 2007 because it has been fully offset by a
      valuation reserve. The use of future tax benefit is undeterminable because
      the
      Company presently has no operations.




15





Recent
      Accounting Pronouncements





In
      January 2003, the Financial Accounting Standards Board, or FASB, issued
      Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities,
      which addresses the consolidation of business enterprises (variable interest
      entities), to which the usual condition of consolidation, a controlling
      financial interest, does not apply. FIN 46 requires an entity to assess its
      business relationships to determine if they are variable interest entities.
      As
      defined in FIN 46, variable interests are contractual, ownership or other
      interests in an entity that change with changes in the entity's net asset value.
      Variable interests in an entity may arise from financial instruments, service
      contracts, guarantees, leases or other arrangements with the variable interest
      entity. An entity that will absorb a majority of the variable interest entity's
      expected losses or expected residual returns, as defined in FIN 46, is
      considered the primary beneficiary of the variable interest entity. The primary
      beneficiary must include the variable interest entity's assets, liabilities
      and
      results of operations in its consolidated financial statements. FIN 46 is
      immediately effective for all variable interest entities created after January
      31, 2003. For variable interest entities created prior to this date, the
      provisions of FIN 46 were originally required to be applied no later than the
      first quarter of Fiscal 2004. On October 8, 2003, the FASB issued FASB Staff
      Position (FSP) FIN 46-6, Effective Date of FASB Interpretation No. 46,
      Consolidation of Variable Interest Entities. The FSP provides a limited deferral
      (until the end of the second quarter of 2004) of the effective date of FIN
      46
      for certain interests of a public entity in a variable interest entity or a
      potential variable interest entity. Management will continue to evaluate FIN
      46,
      but due to the complex nature of the analysis required by FIN 46, management
      has
      not determined the impact on results of operations or financial
      position.





In
      April
      2003, the FASB issued Statement of Financial Accounting Standards (SFAS) SFAS
      No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
      Activities. SFAS No. 149 amends and clarifies accounting for derivative
      instruments, including certain derivative instruments embedded in other
      contracts, and for hedging activities under SFAS No. 133. In particular, this
      Statement clarifies under what circumstances a contract with an initial net
      investment meets the characteristic of a derivative and when a derivative
      contains a financing component that warrants special reporting in the statement
      of cash flows. The Company adopted this standard for contracts entered into
      or
      modified after June 30, 2003. The adoption of SFAS No. 149 did not have a
      material impact on the Company's consolidated results of operations or financial
      position.





In
      May
      2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
      with Characteristics of both Liabilities and Equity. This Statement requires
      certain financial instruments that embody obligations of the issuer and have
      characteristics of both liabilities and equity to be classified as liabilities.
      The Company adopted this standard for financial instruments entered into or
      modified after May 31, 2003. The adoption of SFAS No. 150 did not have a
      material impact on the Company's consolidated results of operations or financial
      position.




16





On
      December 16, 2004 the FASB issued SFAS No. 123(R), Share-Based Payment, which
      is
      an amendment to SFAS No. 123, Accounting for Stock-Based Compensation. This
      new
      standard eliminates the ability to account for share-based compensation
      transactions using Accounting Principles Board ("APB") Opinion No. 25,
      Accounting for Stock Issued to Employees, and generally requires such
      transactions to be accounted for using a fair-value-based method and the
      resulting cost recognized in the financial statements. This new standard is
      effective for awards that are granted, modified or settled in cash in interim
      and annual periods beginning after June 15, 2005. In addition, this new standard
      will apply to unvested options granted prior to the effective date. Management
      will adopt this new standard effective for the fourth fiscal quarter of 2005,
      and has not yet determined what impact this standard will have on the Company's
      financial position or results of operations.





In
      November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment
      of
      ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter
      4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle
      facility expense, freight, handling costs, and wasted material (spoilage).
      Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some
      circumstances, items such as idle facility expense, excessive spoilage, double
      freight, and rehandling costs may be so abnormal as to require treatment as
      current period charges. . . ." This Statement requires that those items be
      recognized as current-period charges regardless of whether they meet the
      criterion of "so abnormal." In addition, this Statement requires that allocation
      of fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. This statement is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005. Management
      does not believe the adoption of this Statement will have any immediate material
      impact on the Company.





In
      December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate
      Time-sharing Transactions, which amends FASB statement No. 66, Accounting for
      Sales of Real Estate, to reference the financial accounting and reporting
      guidance for real estate time-sharing transactions that is provided in AICPA
      Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
      Transactions. This statement also amends FASB Statement No. 67, Accounting
      for
      Costs and Initial Rental Operations of Real Estate Projects, to state that
      the
      guidance for (a) incidental operations and (b) costs incurred to sell real
      estate projects does not apply to real estate time-sharing transactions. The
      accounting for those operations and costs is subject to the guidance in SOP
      04-2. This Statement is effective for financial statements for fiscal years
      beginning after June 15, 2005. Management believes the adoption of this
      Statement will have no impact on the financial statements of the
      Company.





In
      December 2004, the FASB issued SFAS No.153, Exchange of Nonmonetary Assets.
      This
      Statement addresses the measurement of exchanges of nonmonetary assets. The
      guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is
      based on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, included certain exceptions to that principle. This Statement amends
      Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetrary
      exchange has commercial substance if the future cash flows of the entity are
      expected to change significantly as a result of the exchange. This Statement
      is
      effective for financial statements for fiscal years beginning after June 15,
      2005. Earlier application is permitted for nonmonetary asset exchanges incurred
      during fiscal years beginning after the date of this statement is issued.
      Management believes the adoption of this Statement will have no impact on the
      financial statements of the Company.




17




Forward
      Looking and Cautionary Statements





This
      registration statement includes "forward-looking statements" that may relate
      to
      such matters as anticipated financial performance, future revenues or earnings,
      business prospects, projected ventures, new products and services, anticipated
      market performance and similar matters. When used in this report, the words
      "may," "will," expect," anticipate," "continue," "estimate," "project,"
      "intend," and similar expressions are intended to identify forward-looking
      statements regarding events, conditions, and financial trends that may affect
      the Company's future plans of operations, business strategy, operating results,
      and financial position. The Company caution readers that a variety of factors
      could cause its 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 the Company's control,
      include:


o
              the
                  ability to maintain current business and, if feasible, expand the
                  marketing of products;o
              the
                  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 the
                  Company's
                  products and;o
              anticipated
                  size or trends of the market segments in which the Company competes
                  and
                  the anticipated competition in those markets;o
              future
                  capital requirements and the Company's ability to satisfy its
                  needs;o
              general
                  economic conditions.




Although
      management believes the expectations reflected in these forward-looking
      statements are reasonable, such expectations cannot guarantee future results,
      levels of activity, performance or achievements. 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 registration statement identify important risks and
      uncertainties affecting the Company's future, which could cause actual results
      to differ materially from the forward-looking statements made
      herein.





ITEM
      7.
      Financial Statements.





Our
      financial statements as of and for the fiscal years ended December 31, 2007
      and
      2006 have been examined to the extent indicated in their report by Moore &
Associates, Chartered, independent certified public accountants, and have been
      prepared in accordance with generally accepted accounting principles and
      pursuant to Regulation S-B as promulgated by the SEC. The aforementioned
      financial statements are included herein starting with page F-1.




18





ITEM
      8A.
      Controls and Procedures.





As
      of the
      end of the period covered by this annual 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 as defined
      in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. 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
      upon the required evaluation, our chief executive officer and principal
      accounting officer concluded as of December 31, 2006, our disclosure controls
      and procedures are effective in timely alerting them to material information
      relating to the company 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 over financial
      reporting or in other factors that could significantly affect internal controls
      over financial reporting subsequent to the date we carried out our
      evaluation.





ITEM
      8B.
      Other Information.





This
      Item
      is not Applicable.




19





**PART
      III**





**ITEM
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
      Act**





The
      executive officers and directors of the Company are as follows:


Name
              
              Age
              
              PositionSteven
                  D. Moulton
              
              45
              
              President,
                  Treasurer, Secretary and
                  Director







All
      directors hold office until the next annual meeting of stockholders and until
      their successors have been duly elected and qualified. There are no agreements
      with respect to the election of directors. The Company has not compensated
      its
      directors for service on the Board of Directors or any committee thereof, but
      directors are entitled to be reimbursed for expenses incurred for attendance
      at
      meetings of the Board and any committee of the Board. However, the directors
      may
      defer their expenses and/or take payment in shares of the Company's common
      stock. As of the date hereof, no director has accrued any expenses or
      compensation. Officers are appointed annually by the Board of Directors and
      each
      executive officer serves at the discretion of the Board. The Company does not
      have any standing committees.





No
      director, officer, affiliate or promoter of the Company has, within the past
      five years, filed any bankruptcy petition, been convicted in or been the subject
      of any pending criminal proceedings, or is any such person the subject or any
      order, judgment, or decree involving the violation of any state or federal
      securities laws.





All
      of
      the Company's present directors have other employment or sources of income
      and
      will routinely devote only such time to the Company necessary to maintain its
      viability. It is estimated that each director will devote approximately 20
      to 60
      hours per month to the Company's corporate activities.





Currently,
      there is no arrangement, agreement or understanding between the Company's
      management and non-management stockholders under which non-management
      stockholders may directly or indirectly participate in or influence the
      management of the Company's affairs. Present management openly accepts and
      appreciates any input or suggestions from the Company's stockholders. However,
      the Board of Directors is elected by the stockholders and the stockholders
      have
      the ultimate say in who represents them on the Board. There are no agreements
      or
      understandings for any officer or director of the Company to resign at the
      request of another person and none of the current offers or directors of the
      Company are acting on behalf of, or will act at the direction of any other
      person.





The
      business experience of each of the persons listed above during the past five
      years is as follows:





Steven
      D.
      Moulton became a director and Vice President of the Company in January 1990
      and
      became President and Secretary in April 2007. From August 1999 to March 2004,
      he
      served as Secretary/Treasurer and a director of Draco, Inc. and from September
      2000 to the present, he has been Secretary/Treasurer of Jump' Jax, Inc., a
      subsidiary of Draco that was spun out to stockholders in December 2004 and
      is
      engaged in the childhood entertainment business of leasing inflatable balloon
      bounce houses in Southern Utah. Mr. Moulton graduated from Olympus High School
      in Salt Lake City, Utah in 1980. From 1984 to 1990, he served as a director
      and
      executive officer of several publicly-held development stage companies including
      Safron, Inc. (director and Vice President); Sagitta Ventures (director and
      President); Jasmine Investments (director and President); Java, Inc.
      (Secretary/Treasurer and director); and Onyx Holdings Corporation (director
      and
      President). From 1991 to 1994, Mr. Moulton was a director and President of
      Omni
      International Corporation, which is currently known as "Beachport Entertainment
      Corporation." From 1987 until 1991 he was President and director of Icon
      Systems, Inc. and served as Secretary/Treasurer of the same company until his
      resignation on December 24, 1998. From 1995 to July 1996, he served as director
      and Vice President of Wasatch International Corporation, formerly Java, Inc.
      From February 1996 until November, 1999 he served as the President and director
      of InsiderStreet.com, formerly Sierra Holding Group, Inc. Also since 1998,
      Mr.
      Moulton has managed his personal real estate properties through Excel
      Properties, LLC.





20





ITEM
      10.
      Executive Compensation.





The
      Company has not had a bonus, profit sharing, or deferred compensation plan
      for
      the benefit of its employees, officers or directors. The Company has not paid
      any salaries or other compensation to its officers or directors for their
      service on the Board of Directors for the years ended December 31, 2007 and
      2006.





On
      April
      16, 2007, following the resignations of Ronald Moulton as a director, President
      and CEO, and of Vallerie Moulton as a director and Secretary, we entered into
      Consulting Agreements with each person for a term of three years each. Under
      the
      agreements, Mr. Moulton was to provide consulting services related to the
      production and marketing of our products and will act as an advisor to our
      management. He was to be compensated at the rate of $20.00 per hour for his
      services and be reimbursed for expenses related to his services. Mrs. Moulton
      was to oversee production of products and consult with management in connection
      with marketing and strategic planning. She was to be compensated at the rate
      of
      $20.00 per hour for her services and be reimbursed for expenses related to
      her
      services. Both agreements were subsequently terminated without any services
      being provided.





Except
      as
      disclosed above, the Company has not entered into any other employment agreement
      with any of its officers, directors or any other persons and no such agreements
      are anticipated in the immediate future. It is intended that the Company's
      directors will defer any compensation until such time as business operations
      provide sufficient cash flow to provide for salaries. As of the date hereof,
      no
      person has accrued any compensation.




21





ITEM
      11.
      Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.





The
      following table sets forth information, to the best of the Company's knowledge,
      as of January 22, 2008, with respect to each person known by the Company to
      own
      beneficially more than 5% of the outstanding common stock, each director and
      all
      directors and officers as a group.





Name and Address
            
            Amount and Nature of
            
            Percentof Beneficial Owner
            
            Beneficial Ownership
            
            of Class(1)Ronald
                Moulton*****
            
            
            200,000
            
            
            8.9
            %4706
                South Highland Drive, #353Salt
                Lake City, UT 84117Vallerie
                Moulton*****
            
            
            400,000
            
            
            17.8
            %4706
                South Highland Drive, #353Salt
                Lake City, UT 84117Steven
                Moulton *
            
            
            1,200,000
            
            
            53.3
            %4706
                South Highland Drive, #353Salt
                Lake City, UT 84117All
                directors and officers
            
            
            1,200,000
            
            
            53.3
            %a
                group (1 person)




*
                  Director and/or executive officerNote:
              Unless
                  otherwise indicated, the Company has been advised that each person
                  above
                  has sole voting power over the shares indicated above.(1)
                  Based upon 2,250,000 shares of common stock outstanding on January
                  22,
                  2008.




ITEM
      12.
      Certain Relationships and Related Transactions, Director
      Independence





There
      have been no material transactions during the past two fiscal years between
      the
      Company and any officer, director, nominee for election as director, or any
      stockholder owning greater than five percent (5%) of the Company's outstanding
      shares, nor any member of the above referenced individuals' immediate
      families.





22




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 to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            
            
            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 200232.2
            
            
            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








*
            
            Filed
                previously in the Form 10-SB filed December 19, 2005.**
            
            Filed
                previously as exhibit to Form 8-K filed April 20,
                2007





ITEM
      14.
      Principal Accountants Fees and Services.





We
      do not
      have an audit committee and as a result our entire board of directors performs
      the duties of an audit committee. Our board of directors will approve in advance
      the scope and cost of the engagement of an auditor before the auditor renders
      audit and non-audit services. As a result, we do not rely on pre-approval
      policies and procedures.





*Audit
      Fees*





The
      aggregate fees billed by our independent auditors, Moore & Associates,
      Chartered, for professional services rendered for the audit of our annual
      financial statements included in our Annual Reports on Form 10-KSB for the
      year ended December 31, 2007, and for the review of quarterly financial
      statements included in our Quarterly Reports on Form 10-QSB for the quarters
      ending March 31, June 30 and September 30, 2007, were $5,300.





*Audit
      Related Fees*





For
      the
      years ended December 31, 2007 and 2006, there were no fees billed for assurance
      and related services by Moore & Associate, Chartered relating to the
      performance of the audit of our financial statements which are not reported
      under the caption "Audit Fees" above.




23




*Tax
      Fees*





For
      the
      years ended December 31, 2007 and 2006, fees billed by Moore & Associates,
      Chartered for tax compliance, tax advice and tax planning were $-0- and $-0-,
      respectively.





We
      do not
      use Moore & Associates, Chartered for financial information system design
      and implementation. These services, which include designing or implementing
      a
      system that aggregates source data underlying the financial statements or
      generates information that is significant to our financial statements, are
      provided internally or by other service providers. We do not engage Moore &
Associates, Chartered to provide compliance outsourcing services.





The
      board
      of directors has considered the nature and amount of fees billed by Moore &
Associates, Chartered and believes that the provision of services for activities
      unrelated to the audit is compatible with maintaining Moore & Associates,
      Chartered's independence.







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:
                January 29, 2008
            By:/S/
                Steven D. MoultonSteven
                D. MoultonPresident,
                Chief Executive Officer andDirector










**ROCKY
      MOUNTAIN FUDGE COMPANY, INC.**


(A
      Development Stage Company)








FINANCIAL
      STATEMENTS








December
      31, 2007










**CONTENTS**




Report
                of Independent Registered Public Accounting Firm
              F-3Balance
                Sheet
              F-4Statements
                of Operations
              F-5Statements
                of Stockholders’ Equity (Deficit)
              F-6Statements
                of Cash Flows
              F-7Notes
                to the Financial Statements
              F-8




**MOORE
          & ASSOCIATES, CHARTERED**
 *ACCOUNTANTS
          AND ADVISORS*
 *PCAOB
          REGISTERED*
 
 
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 **To
          the Board of Directors**
 **Rocky
          Mountain Fudge Company, Inc.**
 (A
          Development Stage Company)
 
 We
          have
          audited the accompanying balance sheet of Rocky Mountain Fudge Company,
          Inc. (A
          Development Stage Company) as of December 31, 2007, and the related statements
          of operations, stockholders’ equity and cash flows for the years ended December
          31, 2007 and 2006, and from inception on January 4, 1990 through December
          31,
          2007. These financial statements are the responsibility of the Company’s
          management. Our responsibility is to express an opinion on these financial
          statements based on our audits.
 
 We
          conducted our audits in accordance with standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits to obtain reasonable assurance about whether the
          financial statements are free of material misstatement. An audit includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements. An audit also includes assessing the accounting
          principles used and significant estimates made by management, as well as
          evaluating the overall financial statement presentation. We believe that
          our
          audits provide a reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Rocky Mountain Fudge Company,
          Inc.
          (A Development Stage Company) as of December 31, 2007, and the related
          statements of operations, stockholders’ equity and cash flows for the years
          ended December 31, 2007 and 2006, and from inception on January 4, 1990
          through
          December 31, 2007, in conformity with accounting principles generally accepted
          in the United States of America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 2 to the financial
          statements, the Company has not yet established an ongoing source of revenues
          sufficient to cover its  operating
          costs, which raises substantial doubt about its ability to continue as
          a going
          concern. Management’s plans concerning these matters are also described in Note
          2. The financial statements do not include any adjustments that might result
          from the outcome of this uncertainty.
 
 ***/s/
          Moore & Associates, Chartered***
 
 Moore
          & Associates Chartered
 Las
          Vegas, Nevada
 January
          16, 2008
 
 *2675
          S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
          253-7501*




F-3


**ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Balance
        Sheet
 December 31,2006ASSETSCURRENT
                  ASSETSCash
              
              $
              6,769Total
                  Current Assets
              
              
              6,769TOTAL
                  ASSETS
              
              $
              6,769LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              -Total
                  Current Liabilities
              
              
              -STOCKHOLDERS'
                  EQUITY (DEFICIT)Common
                  stock; 50,000,000 shares authorized, at $0.001 par value, 2,250,000
                  shares
                  issued and outstanding
              
              
              2,250Additional
                  paid-in capital
              
              
              128,250Accumulated
                  deficit
              
              
              (123,731
              )Total
                  Stockholders' Equity (Deficit)
              
              
              6,769TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              6,769
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-4
 
 **ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Statements
        of Operations (Unaudited)
 
 From Inceptionon January 4,For the Years Ended
              
              1990 throughDecember 31,
              
              December 31,2007
              
              2006
              
              2007REVENUES
              
              $
              163
              
              $
              10,219
              
              $
              146,217COST
                  OF SALES
              
              
              1,800
              
              
              3,500
              
              
              50,009GROSS
                  PROFIT (LOSS)
              
              
              (1,637
              )
              
              6,719
              
              
              96,208EXPENSESGeneral
                  and Administrative
              
              
              34,615
              
              
              29,153
              
              
              222,997Total
                  Expenses
              
              
              34,615
              
              
              29,153
              
              
              222,997OPERATING
                  LOSS
              
              
              (36,252
              )
              
              (22,434
              )
              
              (126,789
              )OTHER
                  INCOME (EXPENSES)Interest
                  income
              
              
              -
              
              
              -
              
              
              4,437Interest
                  expense
              
              
              (500
              )
              
              (800
              )
              
              (1,379
              )Total
                  Other Income (Expenses)
              
              
              (500
              )
              
              (800
              )
              
              3,058NET
                  LOSS
              
              $
              (36,752
              )
              $
              (23,234
              )
              $
              (123,731
              )BASIC
                  LOSS PER SHARE
              
              $
              (0.02
              )
              $
              (0.02
              )WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              1,959,589
              
              
              1,250,000
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-5
 
 **ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Statements
        of Stockholders' Equity (Deficit)
 
 AdditionalCommon Stock
              
              Paid-In
              
              AccumulatedShares
              
              Amount
              
              Capital
              
              DeficitBalance,
                  December 31, 2004
              
              
              1,250,000
              
              
              1,250
              
              
              42,950
              
              
              (44,200
              )Capital
                  contributed by shareholder
              
              
              -
              
              
              -
              
              
              50,000
              
              
              -Net
                  loss for the year ended December 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (19,545
              )Balance,
                  December 31, 2005
              
              
              1,250,000
              
              
              1,250
              
              
              92,950
              
              
              (63,745
              )Services
                  contributed by shareholders
              
              
              -
              
              
              -
              
              
              5,000
              
              
              -Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (23,234
              )Balance,
                  December 31, 2006
              
              
              1,250,000
              
              
              1,250
              
              
              97,950
              
              
              (86,979
              )Common
                  shares issued for debt
              
              
              1,000,000
              
              
              1,000
              
              
              25,300
              
              
              -Services
                  contributed by shareholders
              
              
              -
              
              
              -
              
              
              5,000
              
              
              -Net
                  loss for the year ended December 31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              (36,752
              )Balance,
                  December 31, 2007
              
              
              2,250,000
              
              $
              2,250
              
              $
              128,250
              
              $
              (123,731
              )
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-6
 
 **ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Statements
        of Cash Flows (Unaudited)
 
 From Inceptionon January 4,For the Years Ended
              
              1990 throughDecember 31,
              
              December 31,2007
              
              2006
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (36,752
              )
              $
              (23,234
              )
              $
              (123,731
              )Adjustments
                  to reconcile net loss to net used by operating activities:Services
                  contributed by officers and shareholders
              
              
              5,000
              
              
              -
              
              
              5,000Changes
                  in operating assets and liabilitiesIncrease
                  in accounts receivable
              
              
              -
              
              
              52
              
              
              -Increase
                  in notes payable
              
              
              -
              
              
              800
              
              
              800Increase
                  (decrease) in accounts payable
              
              
              -
              
              
              (1,845
              )
              
              -Net
                  Cash Used by Operating Activities
              
              
              (31,752
              )
              
              (24,227
              )
              
              (117,931
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES
              
              
              -
              
              
              -
              
              
              -CASH
                  FLOWS FROM FINIANCING ACTIVITIESContributed
                  capital
              
              
              -
              
              
              5,000
              
              
              57,400Cash
                  received on note payable - related
              
              
              500
              
              
              25,000
              
              
              25,500Sale
                  of common stock for cash
              
              
              -
              
              
              -
              
              
              41,800Net
                    Cash Provided by Financing Activities
              
              
              500
              
              
              30,000
              
              
              124,700NET
                  DECREASE IN CASH
              
              
              (31,252
              )
              
              5,773
              
              
              6,769CASH
                  AT BEGINNING OF PERIOD
              
              
              38,021
              
              
              32,248
              
              
              -CASH
                  AT END OF PERIOD
              
              $
              6,769
              
              $
              38,021
              
              $
              6,769SUPPLIMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATIONCASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -
              
              $
              79Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -
  The
        accompanying notes are an integral part of these financial
        statements.
  F-7


**ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2007 and 2006




NOTE
      1 -
      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





a.
      Business and Organization





Rocky
      Mountain Fudge Company, Inc. (The Company) was organized on January 4, 1990,
      under the laws of the State of Utah to engage in the business of making and
      selling fudge candy (dba Vallerie's Country Candy, Inc.) Pursuant to Statement
      of Financial Accounting Standards No. 7, "Accounting and Reporting by
      Development Stage Enterprises," the Company is classified as a development
      stage
      company. On August 9, 1992, the Company changed its name to RV&S
      Enterprises, Inc. On July 28, 1998, the Company again changed its name to Rock
      Mountain Fudge Company, Inc. and commenced sales of candy products over the
      internet and through direct sales.





In
      order
      to relocate the domicile of the Company, the Company created a new wholly owned
      subsidiary in the State of Nevada under the name of Rocky Mountain Fudge
      Company, Inc. The Nevada corporation has the same capitalization as the Company;
      50 million shares of common stock, par value $0.001 per share. The Company
      and
      the newly formed Nevada entity then executed an Agreement and Plan of Merger
      for
      the sole purpose of changing the Company's domicile to Nevada. As a result
      of
      the merger transaction, the Utah corporation was merged with and into the Nevada
      corporation, with the Nevada entity being the survivor. Each Company stockholder
      was entitled to exchange their shares of common stock in the Utah entity for
      the
      same number of shares in the Nevada entity, adjusted for the five for one
      forward stock split.





Following
      the change of domicile, the Company incorporated a new wholly-owned subsidiary
      in the State of Utah under the name of Wasatch Candy Company, Inc., d.b.a.
      Vallerie's Country Candy, into which the Company transferred certain cash and
      assets and through which the Company will operate its candy
      business.





The
      Company's financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.





b.
      Revenue Recognition





Revenues
      from the sale of candy products are recognized upon delivery and acceptance
      by
      the customer.




F-8




**ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2007 and 2006


NOTE
      1 -
      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)





c.
      Basic
      Loss Per Share





The
      computation of basic loss per share of common stock is based on the weighted
      average number of shares outstanding during the period.





For the YearsEnded
              December 31,2007
            
            2006Loss
                (numerator)
            
            $
            (36,752
            )
            $
            (23,234
            )Shares
                (denominator)
            
            
            1,959,589
            
            
            1,250,000Per
                share amount
            
            $
            (0.02
            )
            $
            (0.02
            )




d.
      Use of
      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.





e.
      Income
      Taxes





Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible temporary differences and operating loss and tax
      credit carryforwards and deferred tax liabilities are recognized for taxable
      temporary differences. Temporary differences are the differences between the
      reported amounts of assets and liabilities and their tax bases. Deferred tax
      assets are reduced by a valuation allowance when, in the opinion of management,
      it is more likely than not that some portion or all of the deferred tax assets
      will to be realized. Deferred tax assets and liabilities are adjusted for the
      effects of changes in tax laws and rates on the date of enactment.





Net
      deferred tax assets consist of the following components as of December 31,
      2007
      and 2006:





2007
            
            2006Deferred
                tax assets:NOL
                carryover
            
            $
            48,255
            
            $
            33,922Valuation
                allowance
            
            
            (48,255
            )
            
            (33,922
            )Net
                deferred tax asset
            
            $
            —
            
            $
            —




F-9




**ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2007 and 2006


NOTE
      1 -
      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)





e.
      Income
      Taxes (Continued)





The
      income tax provision differs from the amount of income tax determined by
      applying the U.S. federal and state income tax rates of 39% to pretax income
      from continuing operations for the years ended December 31, 2007 and 2006 due
      to
      the following:





2007
            
            2006Book
                Income
            
            $
            (14,333
            )
            $
            (9,061
            )Valuation
                allowance
            
            
            14,333
            
            
            9,061





At
      December 31, 2007, the Company had net operating loss carryforwards of
      approximately $123,731 that may be offset against future taxable income through
      2027. No tax benefit has been reported in the December 31, 2007 financial
      statements since the potential tax benefit is offset by a valuation allowance
      of
      the same amount.





Due
      to
      the change in ownership provisions of the Tax Reform Act of 1986, net operating
      loss carry forwards for Federal income tax reporting purposes are subject to
      annual limitations. Should change in ownership occur, net operating loss
      carryforwards may be limited as to use in future years.





f.
      Principles of Consolidation





The
      accompanying financial statements include the accounts of Rocky Mountain Fudge
      Company, Inc. and its wholly owned subsidiary, Wasatch Candy Company, Inc.
      All
      inter-company transactions have been eliminated in the
      consolidation.





NOTE
      2 -
      GOING CONCERN





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





F-10




**ROCKY
        MOUNTAIN FUDGE COMPANY, INC.**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2007 and 2006





NOTE
      2 -
      GOING CONCERN (Continued)





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
      3 – SUBSEQUENT EVENTS





As
      of
      December 2007, the Board of Directors of the Company voted in favor of a
      five-for-one reverse stock split of the Company’s common stock. The reverse
      stock split will become effective in February 2008. All references to common
      stock presented within these financial statements have been retroactively
      restated so as to reflect this reverse stock split as if it had occurred at
      Company inception.




F-11