UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30, 2007Or[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to _____________Commission File Number: 000-51842MIDNIGHT CANDLE COMPANY(Exact name of registrant as specified in its charter)Nevada20-1763307(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)79013 Bayside Court
`Indio, California`92203(Address of principal executive offices)(Zip Code)(760) 772-1872(Registrant's telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)


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 [X] No [   ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [   ] No [   ]



APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 5,230,000









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MIDNIGHT CANDLE COMPANY

(A Development Stage Company)





Table of Contents





PagePART I  FINANCIAL INFORMATION3Unaudited Financial Statements3CONDENSED BALANCE SHEET4CONDENSED STATEMENT OF OPERATIONS5CONDENSED STATEMENTS OF CASH FLOWS6NOTES TO CONDENSED FINANCIAL STATEMENTS7Management's Discussion and Plan of Operation16Controls and Procedures17PART II  OTHER INFORMATION19Exhibits and Reports on Form 8-K19SIGNATURES20






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PART I  FINANCIAL INFORMATION



Unaudited Financial Statements



The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Registration Statement on Form 10-KSB for the year ended December 31, 2006 previously filed with the Commission on March 30, 2007, and subsequent amendments made thereto.











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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET (UNAUDITED)

JUNE 30, 2007



ASSETS2007Current Assets:Cash and cash equivalents3,865Accounts receivable122Inventory136Total Current Assets4,123TOTAL ASSETS$  4,123LIABILITIES AND STOCKHOLDERS (DEFICIT)LIABILITIESCurrent Liabilities:Accounts payable$  844Notes payable  stockholder10,000Total Current Liabilities10,844Total Liabilities10,844STOCKHOLDERS (DEFICIT)Common stock, $.001 Par Value, 100,000,000 shares authorized;5,230,000 shares issued and outstanding5,230Additional paid-in capital23,270Deficit accumulated during the development stage(35,221)Total Stockholders (Deficit)(6,721)TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT)$  4,123








The accompanying notes are an integral part of these condensed financial statements.













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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006

(WITH CUMULATIVE TOTALS SINCE INCEPTION)



Cumulative TotalsFor the six months
`ended`For the three months
`ended`September 24, 2004
`(Inception)`June 30, 2007June 30, 2006June 30, 2007June 30, 2006through June 30, 2007OPERATING REVENUESSales, net of
	allowance$  -$  -$  -$  -$  415Cost Of  Sales----273Freight in----95GROSS PROFIT----47OPERATING EXPENSESProfessional fees5,0053,4781,30610122,220General and administrative expenses4051,47536929913,049Total Operating Expenses
	5,410
	4,953
	1,675
	400
	35,269LOSS BEFORE OTHER EXPENSE(5,410)(4,953)(1,675)(400)(35,222)OTHER (INCOME)Interest (income) expense----(1)Total Other (Income)
	-
	-
	-
	-
	(1)NET LOSS BEFORE PROVISION FOR INCOME TAXES(5,410)(4,953)(1,675)(400)(35,221)Provision for income taxes-----NET LOSS APPLICABLE TO COMMON SHARES$  (5,410)$  (4,953)$  (1,675)$  (400)$  (35,221)WEIGHTED AVERAGE COMMON SHARESOUTSTANDING5,230,0005,230,0005,230,0005,230,000NET LOSS PER COMMON SHARES OUTSTANDING$  (0.00)$  (0.00)$  (0.00)$  (0.00)








The accompanying notes are an integral part of these condensed financial statements.





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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006

(WITH CUMULATIVE TOTALS SINCE INCEPTION)



Cumulative TotalsSeptember 24, 2004
`(inception)`20072006through June 30, 2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss$  (5,410)$  (4,953)
	$  (35,221)Adjustments to reconcile net loss to net cash(used in) operating activitiesChanges in assets and liabilities(Increase) in accounts receivable--(122)(Increase) in inventory-(504)(136)Increase (decrease) in accounts payable(1,973)-
	844Total adjustments(1,973)(504)
	586Net cash (used in) operating activities(7,383)(5,457)
	(34,635)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock--28,500Proceeds from note payable  stockholder10,000-10,000Net cash provided by financing activities10,000-
	38,500NET INCREASE (DECREASE) INCASH AND CASH EQUIVALENTS2,617(5,457)3,865CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD1,24813,306
	-CASH AND CASH EQUIVALENTS  END OF PERIOD$  3,865$  7,849
	$  3,865SUPPLEMENTAL CASH FLOW INFORMATION:During the year and period, cash was paid for the following:Interest$  -$  -$  -Income taxes
	$  -
	$  -
	$  -SUPPLEMENTAL DISCLOSURE OF NON-CASHINFORMATION:Forgiveness of note payable converted to equity$  -$  -
	$  500






The accompanying notes are an integral part of these condensed financial statements.





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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION



The condensed unaudited interim financial statements included have been prepared by Midnight Candle Company (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The condensed financial statements and notes are presented as permitted on Form 10-QSB and do not contain information included in the Companys annual statements and notes.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2006 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are is some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.



The management of the Company believes that the accompanying unaudited condensed financial statements contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations for the periods presented.



Midnight Candle Company (the Company) is a distributor of candles.  The candles will be marketed in various sizes, shapes and fragrances. These customized candles will be distributed for home use and small business users. The Company does not plan to produce any candles and expects to purchase all of its saleable products from manufactures or enter into private-label relationships with manufactures to place our corporate name on select products.  The Company intends to sell enough candles to support business stability and growth with a large portion being sold through the Companys web-site.









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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Development Stage Company



The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises. The Company has devoted substantially all of its efforts to business planning, research and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



For financial statement presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents.



The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $100,000.



Inventory



Inventory consists of merchandise held for sale in the ordinary course of business and are stated at the lower of cost, or market determined on the first-in-first-out basis.









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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Revenue Recognition



The Companys financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid.



Fair Value of Financial Instruments



The Companys financial instruments are all carried at amounts that approximate their estimated fair value as of June 30, 2007.



Income Taxes



The provision for income taxes includes the tax effects of transactions reported in the financial statements. Deferred taxes would be recognized for differences between the basis for assets and liabilities for financial statement and income tax purposes. The major difference relate to the net operating loss carryforwards generated by sustaining deficits during the development stage.



Advertising Costs



Advertising and promotions costs are expensed as incurred. The Company incurred no such expenses since inception.













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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncements



In December 2004, the FASB issued Financial Accounting Standards No. 123 (revised 2004) (FAS 123R), Share-Based Payment,  FAS 123R replaces FAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. FAS 123R requires compensation expense, measured as the fair value at the grant date, related to share-based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. The Company intends to adopt FAS 123R using the modified prospective transition method as defined in FAS 123R. Under the modified prospective method, companies are required to record compensation cost prospectively for the unvested portion, as of the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. FAS 123R is effective January 1, 2006. The implementation of this standard did not have a material impact on its financial position, results of operations or cash flows.



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs. SFAS No. 151 requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted material expenses to be recognized as current period charges. Additionally, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The standard is effective for fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 did not have a material impact on the Companys financial position or results of operations.



On December 16, 2004, FASB issued Financial Accounting Standards No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions ("FAS 153"). This













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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncements



statement amends APB Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. Under FAS 153, if a non-monetary exchange of similar productive assets meets a commercial-substance criterion and fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. FAS 153 is effective for non-monetary transactions in fiscal periods that begin after June 15, 2005. The implementation of this standard did not have a material impact on its financial position, results of operations or cash flows.



In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces Accounting Principles Board (APB) Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is impracticable. APB No. 20 previously required that most voluntary changes in accounting principle be recognized by including the cumulative effect of changing to the new accounting principle in net income in the period of the change. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 did not have a material impact on the Companys financial position or results of operations.



In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140. SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets, and permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that







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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncements



contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of the first fiscal year that begins after September 15, 2006. The Company is currently evaluating the effect the adoption of SFAS No. 155 but believes it will not have a material impact on its financial position or results of operations.



In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140. SFAS No. 156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under a transfer of the servicers financial assets that meets the requirements for sale accounting, a transfer of the servicers financial assets to a qualified special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale or trading securities in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities and an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. Additionally, SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, permits an entity to choose either the use of an amortization or fair value method for subsequent measurements, permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights and requires separate presentation of servicing assets and liabilities subsequently measured at fair value and additional disclosures for all separately recognized servicing assets and liabilities. SFAS No. 156 is effective for transactions entered into after the beginning of the first fiscal year that begins after September 15, 2006. The Company is currently evaluating the effect the adoption of SFAS No. 156 but believes it will not have a material impact on its financial position or results of operations.







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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Net (Loss) Per Share of Common Stock



The following table sets forth the computation of basic and diluted earnings per share for the six months ended June 30, 2007 and 2006:



20072006Net loss
	$  (5,410)
	$  (4,953)Weighted average common5,230,0005,230,000shares outstanding (Basic)Options--Warrants--Weighted average common sharesoutstanding (Diluted)
	5,230,000
	5,230,000




There are no common stock equivalents outstanding at June 30, 2007.



Historical net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.



All dilutive securities were not included in the calculation of dilutive earnings per share because the effect would be anti-dilutive when the Company has incurred a loss from operations. The Company currently has no potentially dilutive securities outstanding.













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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 3 - NOTES PAYABLE - STOCKHOLDER



Represents two unsecured notes payable for $5,000 each to the stockholder.  One is due on demand without interest and the other is due April 20, 2008 without interest.  They were both used for working capital needs.



NOTE 4 - STOCKHOLDERS EQUITY



On September 24, 2004 the Company was formed with one class of common stock, par value $.001. The Company authorized 100,000,000 shares of common stock.



In November 2004, the Company issued 5,000,000 shares of stock to its officer for cash of $5,000.



In March and June 2005, the Company issued 230,000 shares (60,000 and 170,000 shares in March 2005 and June 2005, respectively) of common stock at $0.10 per share for $23,000. These shares were issued in accordance with a Private Placement Memorandum dated December 15, 2004.



In June 2005, a stockholder of the Company forgave a note payable to the Company for $500.



NOTE 5 - GOING CONCERN



As shown in the accompanying financial statements, as is typical of companies going through the development stage, the Company incurred a net loss for the period September 24, 2004 (Inception) through June 30, 2007. The Company is currently in the development stage, and there is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support current operations and generate anticipated sales. This raises substantial doubt about the Companys ability to continue as a going concern.



Management believes that the Companys capital requirements will depend on many factors including the success of the Companys product development efforts. With the business plan being followed, Management believes along with working capital being raised that the operations and sales will make the Company a viable entity over the next twelve months.



The financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.









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MIDNIGHT CANDLE COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2007 AND 2006

(UNAUDITED)



NOTE 6 - PROVISION FOR INCOME TAXES



Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Companys assets and liabilities. Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Companys tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.



At June 30, 2007 and 2006, deferred tax assets consist of the following:



20072006Deferred tax assets$10,566$6,044Less:  valuation allowance(10,566)(6,044)Net deferred tax assets
	$      -0-
	$   -0-




At June 30, 2007 and 2006, the Company had accumulated deficits during the development stage of $35,221 and $20,147 available to offset future taxable income through 2021. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.















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Management's Discussion and Plan of Operation



Forward-Looking Statements



This Quarterly Report contains forward-looking statements about Midnight Candle Companys business, financial condition and prospects that reflect managements assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our managements assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Alchemys actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.



There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates"and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.



Managements Discussion



We were incorporated in the State of Nevada on September 24, 2004.  During the three month periods ended June 30, 2007 and 2006, we did not generate any revenues, nor did we incur any cost of goods sold and shipping charges.  Since our inception to June 30, 2007, we generated $415 in revenues from sales of our candles.  After accounting for cost of sales in the amount of $273 and shipping costs of $95, we realized a gross profit of $47 from the period from our inception through June 30, 2007.  We do not have any long-term agreements to supply our candles to any one customer.  As a result, we are unable to predict the stability of, and ability to continue to generate, ongoing revenues.



For the three months ended June 30, 2007, we incurred operating expenses in our continued pursuit of our candle business in the amount of $1,675, consisting of $1,306 in professional fees and general and administrative expenses in the amount of $369.  Professional fees are primarily related to accounting, legal and other similar professional fees incurred as a cost of being a public reporting entity.  General and administrative expenses primarily encompass the cost of general office expenses, such as postage, supplies and printing.  Total operating expenses since our inception on September 24, 2004 to June 30, 2007 were $35,269, of which $22,220 is attributable to professional fees and $13,049 in general and administrative expenses.



Our net loss for the three months ended June 30, 2007 was $1,675, compared to $400 in the quarter ended June 30, 2006.  After accounting for interest income of $1 and providing for $909 of income taxes, out net loss since the date of our inception through June 30, 2007 was $35,221.



Our sole officer and director believes that our cash on hand as of June 30, 2007 in the amount of $3,865 is not sufficient to maintain our current minimal level of operations for the next approximately 12 months.  Generating sales in the next 12 months is imperative for us to support our operations and to continue as a going concern.  We believe that we will be required to generate a minimum of approximately $10,000 in revenues over the next 12 months in order for us to support ongoing operations.  However, we cannot guarantee that we will generate such sales.  We believe that to generate the minimum required amount of revenues to continue as a going concern, we must further our efforts to establish our brand name.  We have published a website at www.midnightcandleco.com to offer information about our company and to serve as the sole method through which we market, sell and distribute our candles.  In order to increase our visibility to consumers, we plan to use the Internet for marketing and sales by advertising our website.





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As we have minimal existing inventory, in the amount of $136, and inadequate capital to purchase additional inventory for sale, we do not expect to generate sufficient revenues to meet our expenses over the next 12 months, we believe we will need to raise additional capital by issuing capital stock or debt instruments in exchange for cash in order to continue as a going concern.  Since our incorporation, we have raised a total of $28,000 through private sales of our common equity. In November 2004, we issued 5,000,000 shares of our common stock to Helen C. Cary, the sole officer and director, in exchange for cash in the amount of $5,000.  Additionally, in March and June 2005, we sold an aggregate of 230,000 shares of our common stock to 23 unrelated third parties for cash proceeds of $23,000.  Our sole officer and director, Ms. Cary, has loaned us $5,000 in January 2007 and another $5,000 in April 2007 to sustain our minimal operations and meet financial obligations.  The loans are due in January and April 2008, respectively, and bear no interest.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  In the event we are unable to obtain further funding, we will be unable to conduct further operations and, consequently, go out of business.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.



If our expenses are greater than anticipated or if we do not generate sufficient cash flow to support our operations over the next twelve months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  During the three months ended June 30, 2007, Helen Cary, our sole officer and director, loaned us $5,000, which amount is due April 20, 2008 and bears no interest.  There are no formal or informal agreements to attain such financing from Ms. Cary, or any other party.  If we are unable to generate sufficient cash flows or raise additional capital to sustain our operations, we may be unable to continue as a going concern.  We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.  As such, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors report to the financial statements included in this quarterly statement.  If our business fails, our investors may face a complete loss of their investment.



Our sole officer and director does not expect to incur research and development costs.



We do not have any off-balance sheet arrangements.



We currently do not own any significant plant or equipment that we would seek to sell in the near future.



We do not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our sole officer and director appear sufficient at this time.  We believe that our operations are currently on a small scale that is manageable by one individual.  We plan to outsource the production of our products, thus our sole officer and directors responsibilities are mainly administrative.



We have not paid for expenses on behalf of any of our directors.  Additionally, we believe that this fact shall not materially change.



We have no plans to perform any product research and development in the near term.  We do not manufacture any products.  There are no expected purchases of plant or significant equipment.  Also, there are no plans to hire additional personnel in the near term.



Controls and Procedures



We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms.  Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.







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Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.



Our board of directors was advised by Bagell, Josephs, Levine & Company, L.L.C., our independent registered public accounting firm, that during their performance of audit procedures for 2006 Bagell, Josephs, Levine & Company, L.L.C. identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control over financial reporting.



This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.  However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.  Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.











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PART II  OTHER INFORMATION



Exhibits and Reports on Form 8-K



|Exhibit Number                                                                                                                                                                                     | Name and/or Identification of Exhibit                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------
|                                                                                                                                                                                                   |                                                                                   
|3                                                                                                                                                                                                  | Articles of Incorporation & By-Laws                                               
|                                                                                                                                                                                                   |                                                                                   
|                                                                                                                                                                                                   | (a) Articles of Incorporation filed September 24, 2004 *                          
|                                                                                                                                                                                                   |                                                                                   
|                                                                                                                                                                                                   | (b) By-Laws adopted September 27, 2004 *                                          
|                                                                                                                                                                                                   |                                                                                   
|31                                                                                                                                                                                                 | Rule 13a-14(a)/15d-14(a) Certifications                                           
|                                                                                                                                                                                                   |                                                                                   
|32                                                                                                                                                                                                 | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
|                                                                                                                                                                                                   |                                                                                   
|                                                                                                                                                                                                   |                                                                                   
|*  Incorporated by reference herein filed as exhibits to the Companys Registration Statement on SB-2 previously filed with the SEC on September 21, 2005, and subsequent amendments made thereto.

















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SIGNATURES



Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





MIDNIGHT CANDLE COMPANY(Registrant)SignatureTitleDate/s/ Helen C. CaryPresident andAugust 8, 2007Helen C. CaryChief Executive Officer
































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