UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-14749

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

Colorado		84-0910696
(State of Incorporation)		(I.R.S. Employer Identification No.)

265 Turner Drive, Durango, CO 81303
(Address of principal executive offices)

(970) 259-0554
(Registrant’s telephone number, including area code)

Securities Registered Pursuant To Section 12(b) Of The Act:

Title of each class		Name of each exchange on which registered
Common Stock $.03 Par Value per Share		The NASDAQ Stock Market LLC
Preferred Stock Purchase Rights		The NASDAQ Stock Market LLC

Securities Registered Pursuant To Section 12(g) Of The Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller Reporting Company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

On April 30, 2010, there were 6,030,938 shares of Common Stock outstanding. The aggregate market value of the Common Stock (based on the closing price as quoted on the Nasdaq Market on August 31, 2009) held by non-affiliates was $27,831,397.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement furnished to stockholders in connection with the 2010 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III of this Report. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s fiscal year.

 

 

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended February 28, 2010, initially filed with the Securities and Exchange Commission on May 18, 2010 (the “Original Filing”), is being filed to amend and restate the Index to Exhibits in Item 15 of the Original Filing to incorporate exhibit 10.13 by reference to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended May 31, 2010. Exhibit 10.13 of the original filing contained minor errors and omissions corrected and subsequently filed as Exhibit 10.2 on Form 10-Q of the Registrant for the quarter ended May 31, 2010. Exhibit 10.2 to the Form 10-Q is intended and should be considered as a replacement in its entirety of the exhibit previously filed as 10.13 to the Original Filing.

Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 on Form 10-K/A does not amend, update or change any other information in the financial statements or any other items or disclosures in the Original Filing. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.

PART IV.

ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

     1. Financial Statements

		Page
Report of Independent Registered Public Accounting Firm		29
Statements of Income		30
Balance Sheets		31
Statements of Changes in Stockholders’ Equity		32
Statements of Cash Flows		33
Notes to Financial Statements		34
2. Financial Statement Schedule
		Page
SCHEDULE II — Valuation and Qualifying Accounts		46
SCHEDULE II — Valuation and Qualifying Accounts

		Balance at				Additions Charged								Balance at End
		Beginning of Period				to Costs & Exp.				Deductions				of Period
Year Ended February 28, 2010 Valuation Allowance for Accounts and Notes Receivable			332,719				220,000				157,428				395,291
Year Ended February 28, 2009 Valuation Allowance for Accounts and Notes Receivable			114,271				219,000				552				332,719
Year Ended February 29, 2008 Valuation Allowance for Accounts and Notes Receivable			187,519				75,000				148,248				114,271

     3. Exhibits

Exhibit
Number		Description		Incorporated by Reference to
3.1		Articles of Incorporation of the Registrant, as amended		Exhibit 3.1 to Annual Report on Form 10-K of the Registrant for the year ended February 28, 2009
3.2		Amended and Restated By-laws of the Registrant		Exhibit 3.2 to the Current Report on Form 8-K of the Registrant filed December 14, 2007
4.1		Specimen Common Stock Certificate		Exhibit 4.1 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
4.2		Business Loan Agreement dated July 31, 2008 between Wells Fargo Bank and the Registrant		Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2008
10.1**		Form of Employment Agreement between the Registrant and its officers		Exhibit 10.1 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
10.2*		Airport Development Agreement between The Grove, Inc. and the Registrant		Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended November 30, 2007
10.3*		Current form of franchise agreement used by the Registrant		Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended May 31, 2009
10.4**		2007 Equity Incentive Plan of the Registrant		Exhibit 99.1 to Registration Statement on Form S-8 (Registration No. 333-145986) filed on September 11, 2007.
10.5**		Form of Indemnification Agreement between the Registrant and its directors		Exhibit 10.7 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
10.6**		Form of Indemnification Agreement between the Registrant and its officers		Exhibit 10.8 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
10.7**		1995 Stock Option Plan of the Registrant		Exhibit 10.9 to Registration Statement on Form S-1 (Registration No. 33-62149) filed August 25, 1995.
10.8**		Forms of Incentive Stock Option Agreement for 1995 Stock Option Plan		Exhibit 10.10 to Registration Statement on Form S-1 (Registration No. 33-62149) filed on August 25, 1995.
10.9**		Forms of Nonqualified Stock Option Agreement for 1995 Stock Option Plan		Exhibit 10.11 to Registration Statement on Form S-1 (Registration No. 33-62149) filed on August 25, 1995.
10.10**		2000 Nonqualified Stock Option Plan for Nonemployee Directors Of the Registrant		Exhibit 99.1 to Registration Statement on Form S-8 (Registration No. 333-109936 filed on October 23, 2003.
10.11**		2004 Stock Option Plan of the Registrant		Exhibit 99.1 to Registration Statement on Form S-8 (Registration No. 333-119107) filed September 17, 2004.

EXHIBIT INDEX — continued

Exhibit
Number		Description		Incorporated by Reference to
10.12*		Master License Agreement between Kahala Franchise Corp. and the Registrant		Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009.
10.13*		Commodity Contract with Guittard Chocolate Company		Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended May 31, 2010.
10.14*		Test License Agreement between Cold Stone Creamery, Inc. and the Registrant		Exhibit 10.14 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2009.
10.15		Promissory Note dated July 31, 2009 in the amount of $5,000,000 between Wells Fargo Bank and the Registrant.		Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009.
10.16		Commercial Security Agreement dated July 31, 2009 between Wells Fargo Bank and the Registrant.		Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009.
23.1		Consent of Independent Registered Public Accounting Firm		Previously filed as exhibit 23.1 to original filing.
31.1		Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, Chief Executive Officer		Filed herewith.
31.2		Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer		Filed herewith.
32.1		Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, Chief Executive Officer		Previously filed as exhibit 32.1 to original filing.
32.2		Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, Chief Financial Officer		Previously filed as exhibit 32.2 to original filing.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.