UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
  (Mark
      One)[X]   QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended: September 30,
      2008Or[   ]   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)Nevada
              20-1763307(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)79013 Bayside Court, Indio,
    CA
              92203(Address
      of principal executive offices)
              (Zip
      Code)(760) 772-1872(Registrant's
      telephone number, including area code)(Former
      name, former address and former fiscal year, if changed since last
      report)
 Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [   ]
 
 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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.:
 
 Large
      accelerated filer  [   ]
              Accelerated
      filer  [   ]Non-accelerated
      filer  [   ]
                (Do
      not check if a smaller reporting company)
              Smaller
      reporting company  [X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
 Yes
[  ]   No [ X ]
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
 
 Common
      Stock, $0.001 par value
              156,900,000
      shares(Class)
              (Outstanding
      as at November 14, 2008)
 
  
  MIDNIGHT
CANDLE COMPANY
 (A
Development Stage Company)
 
 
 Table
of Contents
 
 
 PagePART I – FINANCIAL INFORMATION
              3Unaudited Financial Statements
              3CONDENSED BALANCE SHEETS
              4CONDENSED STATEMENTS OF OPERATIONS
              5CONDENSED STATEMENTS OF CASH FLOWS
              6NOTES TO CONDENSED FINANCIAL STATEMENTS
              7Management's Discussion and Analysis of Financial Condition
      and Plan of Operation
              14Controls and Procedures
              15PART II – OTHER INFORMATION
              17Submission of Matters to a Vote of Security
      Holders
              17Exhibits
              17Reports on Form 8-K
              17SIGNATURES
              18
 
 
 
 
 
 
 
 
 
 
  2
  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, 2007 previously filed with the Commission on March 20, 2008, and subsequent
amendments made thereto.
 
 
   
 
 
 
 
 
 
  3
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED BALANCE SHEETS
 AS
OF SEPTEMBER 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007 (AUDITED)
 
 ASSETS
              
              September
      30,
              
              
              December
      31,2008
              
              
              2007(Unaudited)
              
              
              (Audited)Current
      Assets:Cash
      and cash equivalents
              
              $
              362
              
              
              $
              1,250Accounts
      receivable
              
              
              122
              
              
              
              122Inventory
              
              
              438
              
              
              
              438Total
      Current Assets
              
              
              922
              
              
              
              1,810TOTAL
      ASSETS
              
              $
              922
              
              
              $
              1,810LIABILITIES AND
      STOCKHOLDERS’ (DEFICIT)LIABILITIESCurrent
      Liabilities:Accounts
      payable
              
              $
              1,875
              
              
              $
              -Note
      payable
              
              
              1,250
              
              
              
              -Notes
      payable – related party
              
              
              15,000
              
              
              
              10,000Total
      Current Liabilities
              
              
              18,125
              
              
              
              10,000Total
      Liabilities
              
              
              18,125
              
              
              
              10,000STOCKHOLDERS’
      (DEFICIT)Common
      stock, $.001 Par Value, 100,000,000 shares authorized;5,230,000
      shares issued and outstanding
              
              
              5,230
              
              
              
              5,230Additional
      paid-in capital
              
              
              23,270
              
              
              
              23,270Deficit
      accumulated during the development stage
              
              
              (45,703
              )
              
              
              (36,690
              )Total Stockholder’s
      (Deficit)
              
              
              (17,203
              )
              
              
              (8,190
              )TOTAL
      LIABILITIES AND STOCKHOLDER’S (DEFICIT)
              
              $
              922
              
              
              $
              1,810
 
 
 
 The
accompanying notes are an integral part of these condensed financial
statements.
 
  4
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED STATEMENTS OF OPERATIONS
 FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
 (WITH
CUMULATIVE TOTALS SINCE INCEPTION)
 
 For
      the Nine Months Ended
              
              
              For
      the Three Months Ended
              
              
              Cumulative
      TotalsSeptember
      30,
              
              
              September
      30,
              
              
              September
      24, 2004 (Inception)2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              through
      September 30, 2008OPERATING
      REVENUESSales,
      net of allowance
              
              $
              -
              
              
              $
              49
              
              
              $
              -
              
              
              $
              49
              
              
              $
              464Cost
      Of  Sales
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              273Freight
      in
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              95GROSS
      PROFIT (LOSS)
              
              
              -
              
              
              
              49
              
              
              
              -
              
              
              
              49
              
              
              
              96OPERATING
      EXPENSESProfessional
      fees
              
              
              7,372
              
              
              
              5,981
              
              
              
              2,200
              
              
              
              976
              
              
              
              30,511General
      and administrative expenses
              
              
              1,641
              
              
              
              666
              
              
              
              211
              
              
              
              261
              
              
              
              15,289Total
      Operating Expenses
              
              
              9,013
              
              
              
              6,647
              
              
              
              2,411
              
              
              
              1,237
              
              
              
              45,800LOSS
      BEFORE OTHER EXPENSE
              
              
              (9,013
              )
              
              
              (6,598
              )
              
              
              (2,411
              )
              
              
              (1,188
              )
              
              
              (45,704
              )OTHER
      (INCOME) EXPENSEInterest
      (income) expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1
              )Total
      Other (Income) Expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1
              )LOSS
      BEFORE PROVISION FOR INCOME TAXES
              
              
              (9,013
              )
              
              
              (6,598
              )
              
              
              (2,411
              )
              
              
              (1,188
              )
              
              
              (45,703
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS APPLICABLE TO COMMON SHARES
              
              $
              (9,013
              )
              
              $
              (6,598
              )
              
              $
              (2,411
              )
              
              $
              (1,188
              )
              
              $
              (45,703
              )WEIGHTED
      AVERAGE COMMON SHARESOUTSTANDING
              
              
              5,230,000
              
              
              
              5,230,000
              
              
              
              5,230,000
              
              
              
              5,230,000NET
      LOSS PER BASIC COMMON SHARES OUTSTANDING
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
 
 
 
 The
accompanying notes are an integral part of these condensed financial
statements.
 
  5
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED STATEMENTS OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
 (WITH
CUMULATIVE TOTALS SINCE INCEPTION)
 
 Cumulative
      TotalsSeptember
      24, 2004 (inception)2008
              
              
              2007
              
              
              through
      September 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (9,013
              )
              
              $
              (6,598
              )
              
              $
              (45,703
              )Adjustments
      to reconcile net loss to net cash(used
      in) operating activitiesChanges
      in assets and liabilities(Increase)
      in accounts receivable
              
              
              -
              
              
              
              -
              
              
              
              (122
              )(Increase)
      in inventory
              
              
              -
              
              
              
              (302
              )
              
              
              (438
              )Increase
      (decrease) in accounts payable
              
              
              1,875
              
              
              
              (1,973
              )
              
              
              1,875Total
      adjustments
              
              
              1,875
              
              
              
              (2,275
              )
              
              
              1,875Net
      cash (used in) operating activities
              
              
              (7,138
              )
              
              
              (8,873
              )
              
              
              (44,388
              )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
              
              
              -
              
              
              
              -
              
              
              
              28,500Proceeds
      from note payable
              
              
              1,250
              
              
              
              -
              
              
              
              1,250Proceeds
      from note payable – related party
              
              
              5,000
              
              
              
              10,000
              
              
              
              15,000Net cash provided by financing
      activities
              
              
              6,250
              
              
              
              10,000
              
              
              
              44,750NET
      INCREASE (DECREASE) INCASH AND CASH
      EQUIVALENTS
              
              
              (888
              )
              
              
              1,127
              
              
              
              362CASH
      AND CASH EQUIVALENTS –BEGINNING OF
      PERIOD
              
              
              1,250
              
              
              
              1,248
              
              
              
              -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
              
              $
              362
              
              
              $
              2,375
              
              
              
              362SUPPLEMENTAL
      CASH FLOW INFORMATION:During
      the 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.
 
  6
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 (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-Q 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, 2007 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.
 
 
 
 
 
 
  7
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (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.  At September 30, 2008, there were no uninsured
balances.
 
 Accounts
Receivable
 
 The
Company conducts business and extends credit based on an evaluation of its
customers’ financial condition, generally without requiring collateral. Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances.
 
 
 
 
  8
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (UNAUDITED)
 
 NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 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 using the first-in, first-out
(FIFO) method.
  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 September 30, 2008 and 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 carry
forwards 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.
 
 
 
 
  9
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (UNAUDITED)
 
 NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued FAS No. 157 “Fair Value Measurements”, which
provides a definition of fair value, establishes a framework for measuring fair
value and requires expanded disclosures about fair value measurements. SFAS No.
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. The
provisions of SFAS No. 157 should be applied prospectively. The adoption of FAS
No. 157 did not have a material impact on the Company’s financial position
or results of operations.
 
 In
February 2008, the Financial Accounting Standards Board issued Staff Position
No. 157-2 (FSP 157-2), which delays the effective date of SFAS 157 for one year
for all nonfinancial assets and liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis. The
Company does not have nonfinancial assets and nonfinancial liabilities that are
required to be measured at fair value on a recurring basis. Based on this
guidance, the Company expects to adopt the provisions of SFAS 157 as related to
nonfinancial assets and nonfinancial liabilities, effective January 1, 2009 and
this adoption is not expected to have a material impact on the Company’s
financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Liabilities, including an amendment of FASB Statement No.
115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified
election dates, to measure many financial instruments and certain other items at
fair value that are not currently required to be measured at fair value.
Unrealized gains and losses shall be reported on items for which the fair value
option has been elected in earnings at each subsequent reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”). The
adoption of FAS No. 159 did not have a material impact on the Company’s
financial position or results of operations.
  
 
 
 
 
  10
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (UNAUDITED)
 
 NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in
Consolidated Financial Statements” (“SFAS No. 160”). SFAS No. 160, This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this Statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The Company is
currently assessing the impact that SFAS No. 160 will have on its financial
statements.
 
 In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities: an amendment of FASB Statement No. 133"
("SFAS No. 161"). SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities. The Company is reviewing the
provisions of SFAS No. 161, which is effective the first quarter of fiscal
2010, and currently does not anticipate that this new accounting standard will
have an impact on the financial statements.
 In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (SFAS No. 162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting principles used in the
preparation of financial statements.  SFAS No. 162 is effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles". The implementation of this
standard will not have a material impact on Company’s financial
statements.
 
 
 
 
  11
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (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 nine months ended September 30, 2008 and 2007:
 
 2008
              
              
              2007Net
      loss
              
              $
              (8,513
              )
              
              $
              (6,598
              )Weighted
      average common
              
              
              5,230,000
              
              
              
              5,230,000shares
      outstanding (Basic)Options
              
              
              -
              
              
              
              -Warrants
              
              
              -
              
              
              
              -Weighted
      average common sharesoutstanding
      (Diluted)
              
              
              5,230,000
              
              
              
              5,230,000
 
 There are
no common stock equivalents outstanding at September 30, 2008 and
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.
  NOTE
3 - NOTES PAYABLE –
RELATED PARTY
 Represents
three unsecured noted payable for $5,000 each to the stockholder, due on demand
without interest. All were used for working capital needs.
  NOTE 4 - NOTE
PAYABLE
 
 Represents
two unsecured loans for $750 and $500 from a non-affiliated third-party that
loans the Company money on an as-needed basis. The notes are due on demand and
bear no interest.
 
  12
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (UNAUDITED)
 
 NOTE 5
- STOCKHOLDERS’
DEFICIT
 
 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.
 
 As of
September 30, 2008, there have been no other issuances of common
stock.
 
 NOTE 6
- 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 September 30, 2008. 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.
 
 
 
 
  13
  MIDNIGHT
CANDLE COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 SEPTEMBER
30, 2008 AND 2007
 (UNAUDITED)
 
 NOTE 7
- 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
September 30, 2008 and 2007, deferred tax assets consist of the
following:
 
 2008
              
              
              2007Deferred
      tax assets
              
              $
              13,711
              
              
              $
              10,923Less:  valuation
      allowance
              
              
              (13,711
              )
              
              
              (10,923
              )Net
      deferred tax assets
              
              $
              -0-
              
              
              $
              -0-
 
 At
September 30, 2008 and 2007, the Company had accumulated deficits during the
development stage of $45,703 and $36,409 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.
 
 NOTE 8
- SUBSEQUENT
EVENTS
 
 The
Company notified their shareholders of record that shareholders holding more
than 95% of the voting power have approved, effective October 15, 2008, the
following proposals:
 
 1.
              To
      effect a forward split of the Company’s issued and outstanding common
      stock on a 30-for-1 (30:1) basis
and,
 2.
              To
      further amend the Company’s Articles of Incorporation which will, increase
      the authorized capital stock of the Company from 100,000,000 shares with a
      par value of $0.001 per share to 200,000,000 shares of par value common
      stock.
 
 
 
 
 
  14
  Management's Discussion and Analysis of Financial Condition 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, Midnight Candle’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 and Plan of Operation
 
 We were
incorporated in the State of Nevada on September 24, 2004.  During the
three and nine month periods ended September 30, 2008, we did not generate any
revenues, nor did we incur any cost of goods sold and shipping
charges.  During the year ago three and nine month period ended
September 30, 2007, we realized $49 from sales of our candle
merchandise.  Since our inception to September 30, 2008, we generated
an aggregate of $464 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 $96 from the period from our inception through
September 30, 2008.  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 September 30, 2008, we incurred operating expenses in our
continued pursuit of our candle business in the amount of $2,411, consisting of
$2,200 in professional fees and general and administrative expenses in the
amount of $211.  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.  During the comparable year ago three months
ended September 30, 2007, total operating expenses were $1,237, of which $976
are attributable to professional fees and $261 to general and administrative
expenses.
 
 During
the nine month period ended September 30, 2008, our total expenses were $9,013,
of which professional fees were $7,372 and $1,641 was general and administrative
expenses.  In contrast, during the nine months ended September 30,
2007, total operating expenses were $6,647, consisting of $5,981 in professional
fees and $666 in general and administrative costs.  Total operating
expenses since our inception on September 24, 2004 to September 30, 2008 were
$45,800, of which $30,511 is attributable to professional fees and $15,289 in
general and administrative expenses.
 
 As a
result of our lack of revenues and incurring ongoing expenses related to the
implementation of our business and maintaining our public report status, we have
experienced net losses in all periods since our inception.  Our net
loss for the three months ended September 30, 2008 was $2,411, compared to
$1,188 in the quarter ended September 30, 2007.  During the nine
months ended September 30, 2008 and 2007, our net loss totaled $9,013and $6,598,
respectively.  After accounting for interest income of $1, out net
loss since the date of our inception through September 30, 2008 was
$45,703.  We have no recurring or guaranteed source of revenues and
cannot predict when, if ever, we will become profitable.  We
anticipate incurring ongoing operating losses and cannot predict when, if at
all, we may expect these losses to plateau or narrow.  There is
significant uncertainty projecting future profitability due to our minimal
operating history and lack of guaranteed ongoing revenue streams.
 
  15
  
 Our
management believes that our cash on hand as of September 30, 2008 in the amount
of $362 is not sufficient to maintain our current minimal level of operations
for the next approximately 12 months.  We currently owe $1,875 in
accounts payable to vendors and service providers as of September 30, 2008,
which exceeds our current assets by nearly 3-to-1.  As such, we are in
a precarious financial position and may be unable to maintain our operations
through the fiscal year ended December 31, 2008, assuming our state of
operations remain relatively stable, of which there can be no
guarantee.  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 $12,000
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.
 
 However,
as we have minimal existing inventory, in the amount of $438, 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 $28,500
through private sales of our common equity. Additionally, our president and sole
director, Ms. Cary, has loaned us an aggregate of $15,000 through September 30,
2008 to sustain our minimal operations and meet financial
obligations.  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.  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
management 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 two individuals.  We plan to
outsource the production of our products, thus our management’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
 
 Evaluation
of Disclosure Controls and Procedures
 
 We
maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by us 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.
 
  16
  Based on
an 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 (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) were
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosures.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  17
  PART II – OTHER INFORMATION
 
 Submission of Matters to a Vote of Security Holders
 
 On
October 15, 2008, our controlling shareholder and sole director approved the
following actions:
 
 1.
              A
      forward split of our Common Stock on the basis of thirty (30) “new”,
      post-split, shares for each one (1) “old”, pre-split, share issued and
      outstanding; and
 
 2.
              An
      amendment to our Articles of Incorporation to implement an increase in our
      authorized capital stock from: 100,000,000 shares of Common Stock, par
      value $0.001 per share, to: 200,000,000 shares, par value $0.001 per
      share.
 
 Exhibits
 
 Exhibit
      Number
              Name
      and/or Identification of Exhibit3
              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) Certifications32
              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.
 
 
 
 
 
 
 
 
 
 
 
 
  18
  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)Signature
              Title
              Date/s/
      Helen C. Cary
              President
      and
              November
      14, 2008Helen
      C. Cary
              Chief
      Executive Officer/s/Patrick
      Deparini
              Secretary/Treasurer
              November
      14, 2008Patrick
      Deparini
              Chief
      Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  19