SecProbe.io

December 17, 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.
  Amendment No. 1 to Registration Statement on Form S-4
Filed  December 5, 2014
  File No.  333-200063

Dear Mr. Crail:

We have limited our review of your amended 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 Cost, page 19

1. We note you r response to prior comment 1.  Please expand your disclosure regarding the
fee-shifting provision to clarify the following :

 the types of actions it covers,

 the parties who may be responsible for paying fees, costs and expenses under the
provision,

 the meaning of the phrase “substantially achieves, in substance and amount,” and

 the parties who may be allowed to recover t heir fees and expenses.

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 17, 2014
Page 2

Please also revise your risk factor on page 9 to discuss whether you intend to apply the
provision to claims under the federal securities laws, including to any claims related to
the current offering.   If so, please also disclose that courts have not determined whether
such provisions conflict with t he federal securities laws .

We urge all persons who are responsible for the accuracy and adequacy 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 req uire.  Since the company and its management are in
possession of all facts relating to a company’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 written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it d oes 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 responsib ility 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 ac celeration 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.

Franklin E. Crail
Rocky Mountain Chocolate Factory, Inc.
December 17, 2014
Page 3

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

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director