SecProbe.io

December 2,  2014

Via E -mail
Franklin E. Crail
Chief Executive Officer  and President
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, Colorado 81303

Re: Rocky Mountain Chocolate Factory, Inc.
  Registration Statement on Form S-4
Filed  November 10, 2014
  File No.  333-200063

Dear Mr. Crail :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Description of Newco Capital Stock, page 17

Litigation Costs, page 19

1. We note your disclosure regarding the cost reimbursement provision in you r certificate of
incorporation.  However, it appears that such provision is set forth in your bylaws.   Please
revise your disclosure to clarify.  Please also include risk factor disclosure that describes
the cost reimbursement provision and related risks to investors.   For example, explain
that the cost reimbursement provision may increase the cost of bringing lawsuits and may
effectively discourage shareholder claims.   As another example, please discuss the
uncertainty about the ultimate effect of such provision.

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 2,  2014
Page 2

 possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a writ ten statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Karina V. Dorin, Attorney -Advisor, at (202) 551 -3763  or Laura
Nicholson, Senior Counsel,  at (202) 551 -3584  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director