8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2006

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in is charter)

Colorado	0-14749	84-0910696
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     The Company has issued a press release concerning its first quarter ending May 31, 2006. The press release includes information regarding its results of operations and financial condition for the quarter, and is furnished as an exhibit to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

     The Company has issued a press release giving guidance concerning, among other things, its estimated full-year earnings for the fiscal year ending February 28, 2007. The Company has elected to furnish the press release as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

Item	Exhibit
99.1	Press Release dated July 11, 2006.

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SIGNATURE

     Pursuant to the requirements 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.

	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
Date: July 11, 2006	By:	/s/ Bryan J. Merryman
		Bryan J. Merryman, Chief Operating
		Officer, Chief Financial Officer,
		Treasurer and Director

3

INDEX TO EXHIBITS

Item
Number	Exhibit
99.1	Press Release, dated July 11, 2006

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. REPORTS 12TH CONSECUTIVE QUARTER OF RECORD EARNINGS

FIRST QUARTER NET INCOME RISES 24% FROM STRONG PRIOR-YEAR PERIOD

DURANGO, Colorado (July 11, 2006) — Rocky Mountain Chocolate Factory, Inc. (Nasdaq/NMS: RMCF) (the “Company”), which franchises gourmet chocolate and confection stores and manufactures an extensive line of premium chocolates and other confectionery products, today reported record revenues and earnings for the first quarter of FY2007.

(Note: All per-share figures in this news release are adjusted for a 4-for-3 stock split effective June 13, 2005 and a 5% stock dividend that was distributed to shareholders on March 10, 2005).

For the three months ended May 31, 2006, revenues increased 26 percent to approximately $6.8 million, compared with revenues of approximately $5.4 million in the first quarter of FY2006. Same-store sales at franchised retail outlets increased 0.4 percent during the most recent quarter, while same-store pounds of confectionery products purchased from the Company’s factory by franchisees were approximately the same as the prior-year period.

Total retail sales for the Company’s network of stores increased 11.4 percent to approximately $24.4 million in the quarter ended May 31, 2006, compared with total retail sales of approximately $21.9 million in the corresponding period of the previous year.

Net earnings for the first quarter of FY2007 increased 24 percent to $931,000, compared with $753,000 in the three months ended May 31, 2005. Basic earnings per share increased 25 percent to $0.15, versus $0.12 in the first quarter of FY2006, while fully diluted earnings per share increased 27 percent to $0.14, compared with $0.11 in the prior-year quarter.

“We are pleased to report another quarter of record earnings, particularly in light of the fact that net income in the first quarter of last year was 27% higher than in the prior-year period,” noted Bryan Merryman, Chief Operating Officer and Chief Financial Officer of the Company. “Franchisees opened four (4) new stores during the three months ended May 31, 2006, and approximately ten (10) new stores are scheduled to come on line during the second quarter. For the fiscal year ending February 28, 2007, store openings should reach or exceed our target of 40-45 units, and we remain comfortable with our guidance that full-year earnings should rise 17 to 22 percent from the record levels reported in Fiscal 2006.”

During the first quarter of FY2007, franchisees opened new stores in Huntington Beach (Bella Terra), California; Kansas City (Legends at Village West), Kansas; Branson, Missouri; and in Dubai, United Arab Emirates.

On May 25, 2006, Rocky Mountain Chocolate Factory, Inc. announced that its Board of Directors had approved the repurchase of up to an additional $2.0 million of the Company’s common stock in the open market, or in private transactions, whenever deemed appropriate by management. On July 6, 2006, the Company repurchased 1,700 shares of common stock under this authorization.

On June 16, 2006, the Company paid its 12th consecutive quarterly cash dividend, in the amount of $0.08 per share, to shareholders of record June 2, 2006.

The Company will host a conference call Tuesday, July 11, 2006 at 4:15 p.m. EST to discuss first quarter results in greater detail and the outlook for Fiscal 2007. The dial-in number for the conference call is 888-868-9078 (international/local participants dial 973-935-8509) and the access code is 7570587. Parties interested in participating in the conference call should dial in approximately five minutes prior to 4:15 PM EST. The call will also be broadcast live on the Internet at http://www.videonewswire.com/event.asp?id=34495. A replay of the call will be available through July 18, 2006 by dialing 877-519-4471 or for international callers by dialing 973-341-3080, the replay Access Code is 7570587. The call will also be archived through October 20, 2006 at
http://www.videonewswire.com/event.asp?id=34495.

Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchiser of gourmet chocolate and confection stores and a manufacturer of an extensive line of premium chocolates and other confectionery products. As of July 11, 2006, the Company and its franchisees currently operate 304 stores in 40 states, Canada, Guam and the United Arab Emirates. The Company’s common stock is listed on The Nasdaq National Market under the symbol “RMCF”.

This press release contains forward-looking information that involves risks and uncertainties, and the Company undertakes no obligation to update any forward-looking information. Risks and uncertainties that could cause actual results to differ materially include, without limitation, seasonality, consumer interest in the Company’s products, general economic conditions, consumer trends, costs and availability of raw materials, competition, the effect of government regulations, and other risks. Readers are referred to the Company’s periodic reports filed with the SEC, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The information contained in this press release is a statement of the Company’s present intentions, beliefs or expectations and is based upon, among other things, the existing business environment, industry conditions, market conditions and prices, the economy in general and the Company’s assumptions. The Company may change its intentions, beliefs or expectations at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise. The cautionary statements contained or referred to in this press release should be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue.

For Further Information, Contact Bryan J. Merryman COO/CFO (970) 259-0554

STORE INFORMATION

	New stores opened during the first
	three months ended		Stores open as of
	May 31, 2006		May 31, 2006
United States:
Franchised Stores		3		259
Company-owned Stores		0		9
International Licensed Stores		1		34
Total		4		302

Interim Unaudited
STATEMENTS OF INCOME
(in thousands, except per share data)

	Three Months Ended May 31,					Three Months Ended May 31,
	2006		2005			2006			2005
Revenues
Factory sales	$	4,705	$	3,390			69.5	%		63.2	%
Royalty and marketing fees		1,292		1,173			19.1	%		21.8	%
Franchise fees		127		162			1.9	%		3.0	%
Retail sales		644		642			9.5	%		12.0	%
Total revenues		6,768		5,367			100.0	%		100.0	%
Costs and Expenses
Cost of sales		3,336		2,397			49.3	%		44.7	%
Franchise costs		332		338			4.9	%		6.3	%
Sales and marketing		351		306			5.2	%		5.7	%
General and administrative		633		529			9.4	%		9.9	%
Retail operating		409		389			6.0	%		7.2	%
Depreciation and amortization		236		210			3.5	%		3.9	%
Total costs and expenses		5,297		4,169			78.3	%		77.7	%
Income from Operations		1,471		1,198			21.7	%		22.3	%
Other Income (Expense)
Interest expense		—		(20	)		—			(0.4	)%
Interest income		25		32			0.4	%		0.6	%
Other, net		25		12			0.4	%		0.2	%
Income Before Income Taxes		1,496		1,210			22.1	%		22.5	%
Provision for Income Taxes		565		457			8.3	%		8.5	%
Net Income		931		753			13.8	%		14.0	%
Basic Earnings per Common Share	$	0.15	$	0.12
Diluted Earnings per Common Share	$	0.14	$	0.11
Weighted Average Common Shares Outstanding		6,228		6,166
Dilutive Effect of Stock Options		255		511
Weighted Average Common Shares Outstanding, Assuming Dilution		6,483		6,677

SELECTED BALANCE SHEET DATA
(in thousands)

	May 31, 2006		February 28, 2006
			(audited)
Current Assets	$	7,986	$	10,440
Total assets	$	16,401	$	19,057
Current Liabilities	$	2,935	$	2,907
Stockholders’ Equity	$	12,803	$	15,485