Securities Exchange Act of 1934
Rule 12g-3

October 15, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows.  Capitalized terms have the same meanings as defined in your letter.

• The Merger and Reorganization will constitute a “succession” for purposes of Rule 12g‑3(a) under the Exchange Act.
   
• The Division will not object if HoldingCo, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Stock‑Based Benefit Plan Registration Statements, provided that HoldingCo adopts the Stock‑Based Benefit Plan Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
   
• HoldingCo may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Form S‑3.  The Company’s reporting history under the Exchange Act may also be used in determining whether HoldingCo “meets the requirements for use of Form S‑3” within the meaning of Form S‑4 and “satisfies the registrant requirements for use of Form S‑3” within the meaning of Form S‑8.
   
• The Company’s Exchange Act reporting history may be taken into account when determining HoldingCo’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
   
• Average weekly reported trading volume in Company Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).
   
• The actions to be taken by HoldingCo to assume the Stock-Based Benefit Plans do not constitute actions that require the disclosure of information required by Item 10 of Schedule 14A.
   
• The Division will not object if the Company and HoldingCo omit the financial and other information required by Form S‑4 from the Reorganization Proxy Statement/Prospectus to the same extent permitted by Instruction 4 to Item 14 of Schedule 14A.
   
• HoldingCo may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

These positions are based on the representations made to the Division in your letter.  Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/rocky-mountain-chocolate-101514-12g3.htm