UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Amendment
Number 3 to


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: March 31,
      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, 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 [   ]





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
[   ]





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
            5,100,000
      shares(Class)
            (Outstanding
      as at July 22, 2008)








MIDNIGHT
CANDLE COMPANY


(A
Development Stage Company)








Table
of Contents





Page





PART I – FINANCIAL INFORMATION
            3Unaudited Financial Statements
            3CONDENSED BALANCE SHEET (UNAUDITED)
            4CONDENSED STATEMENT OF OPERATIONS
    (UNAUDITED)
            5CONDENSED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
            6NOTES TO CONDENSED FINANCIAL STATEMENTS
            7Management's Discussion and Plan of
    Operation
            14Controls and Procedures
            15PART II – OTHER INFORMATION
            16Exhibits and Reports on Form 8-K
            16SIGNATURES
            17

















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 SHEET (UNAUDITED)


MARCH
31, 2008





ASSETS2008Current
      Asset:Cash
      and cash equivalents
            
            $
            1,509Accounts
      receivable
            
            
            122Inventory
            
            
            437Total
      Current Assets
            
            
            2,068TOTAL
      ASSET
            
            $
            2,068LIABILITIES AND
      STOCKHOLDER’S (DEFICIT)LIABILITYCurrent
      Liabilities:Note
      payable – stockholder
            
            $
            15,000Total
      Current Liabilities
            
            
            15,000Total
      Liabilities
            
            
            15,000STOCKHOLDER’S
      (DEFICIT)Common
      stock, $.001 Par Value, 100,000,000 shares authorized;5,230,000
      shares issued and outstanding
            
            
            5,230Additional
      paid-in capital
            
            
            23,270Deficit
      accumulated during the development stage
            
            
            (41,432
            )Total Stockholder’s
      (Deficit)
            
            
            (12,932
            )TOTAL
      LIABILITIES AND STOCKHOLDER’S (DEFICIT)
            
            $
            2,068














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





4


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)


FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007


(WITH
CUMULATIVE TOTALS SINCE INCEPTION)





Cumulative
      TotalsSeptember
      24, 2004 (inception)2008
            
            
            2007
            
            
            through
      March 31, 2008OPERATING
      REVENUESSales,
      net of allowance
            
            $
            -
            
            
            $
            -
            
            
            $
            464Cost
      Of Sales
            
            
            -
            
            
            
            -
            
            
            
            273Freight
      in
            
            
            -
            
            
            
            -
            
            
            
            95GROSS
      PROFIT
            
            
            
            
            
            
            -
            
            
            
            47OPERATING
      EXPENSESProfessional
      fees
            
            
            3,638
            
            
            
            3,699
            
            
            
            26,974General
      and administrative expenses
            
            
            1,103
            
            
            
            36
            
            
            
            14,555Total Operating
      Expenses
            
            
            4,741
            
            
            
            3,735
            
            
            
            41,529LOSS
      BEFORE OTHER EXPENSE
            
            
            (4,741
            )
            
            
            (3,735
            )
            
            
            (41,433
            )OTHER
      (INCOME) EXPENSEInterest
      (income) expense
            
            
            -
            
            
            
            -
            
            
            
            (1
            )Total
      Other (Income) Expense
            
            
            -
            
            
            
            -
            
            
            
            (1
            )LOSS
      BEFORE PROVISION FOR INCOME TAXES
            
            
            (4,741
            )
            
            
            (3,735
            )
            
            
            (41,432
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS APPLICABLE TO COMMON SHARES
            
            $
            (4,741
            )
            
            $
            (3,735
            )
            
            $
            (41,432
            )WEIGHTED
      AVERAGE COMMON SHARESOUTSTANDING
            
            
            5,230,000
            
            
            
            5,230,000BASIC
      AND DILUTAED LOSS PER COMMON SHARE
            
            $
            (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 (UNAUDITED)


FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007


(WITH
CUMULATIVE TOTALS SINCE INCEPTION)





Cumulative
      TotalsSeptember
      24, 2004 (inception)2008
            
            
            2007
            
            
            through
      March 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (4,741
            )
            
            $
            (3,735
            )
            
            $
            (41,432
            )Adjustments
      to reconcile net loss to net cash(used
      in) operating activitiesChanges
      in assets and liabilities(Increase)
      in accounts receivable
            
            
            -
            
            
            
            -
            
            
            
            (122
            )(Increase)
      in inventory
            
            
            -
            
            
            
            -
            
            
            
            (437
            )(Decrease)
      in accounts payable
            
            
            -
            
            
            
            (1,973
            )
            
            
            -Total
      adjustments
            
            
            -
            
            
            
            (1,973
            )
            
            
            (599
            )Net
      cash (used in) operating activities
            
            
            (4,741
            )
            
            
            (5,708
            )
            
            
            (41,991
            )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            28,500Proceeds
      from note payable – stockholder
            
            
            5,000
            
            
            
            5,000
            
            
            
            15,000Net
      cash provided by financing activities
            
            
            5,000
            
            
            
            5,000
            
            
            
            43,500NET
      INCREASE (DECREASE) INCASH AND CASH
      EQUIVALENTS
            
            
            259
            
            
            
            (708
            )
            
            
            1,509CASH
      AND CASH EQUIVALENTS –BEGINNING OF
      PERIOD
            
            
            1,250
            
            
            
            1,248
            
            
            
            -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
            
            $
            1,509
            
            
            $
            540
            
            
            $
            1509SUPPLEMENTAL
      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.





6


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 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-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, 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)


MARCH
31, 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 March 31, 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)


MARCH
31, 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 March 31, 2008.





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.

















9


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


MARCH
31, 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 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.





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.








10


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


MARCH
31, 2008 AND 2007


(UNAUDITED)





NOTE
2
-               SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES


(CONTINUED)





Recent Accounting
Pronouncements





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities,” (“SFAS No. 161”). 
SFAS No. 161 amends and expands the disclosure requirements of SFAS
No. 133, “Accounting for Derivative Instruments and Hedging
Activities.”  SFAS No. 161 requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of gains and losses on derivative instruments and disclosures
about credit-risk-related contingent features in derivative agreements. 
This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2008.  The adoption of SFAS No. 161 is
not anticipated to affect the Company’s financial condition and results of
operations, but may require additional disclosures if we enter into derivative
and hedging activities.





Net (Loss) Per Share of
Common Stock





The
following table sets forth the computation of basic and diluted earnings per
share for the three months ended March 31, 2008 and 2007:





2008
            
            
            2007Net
      loss
            
            $
            (4,741
            )
            
            $
            (3,735
            )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 March 31, 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.











11


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


MARCH
31, 2008 AND 2007


(UNAUDITED)





NOTE
2
-               SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES


(CONTINUED)





Net (Loss) Per Share of
Common Stock





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 notes payable for $5,000 each to the stockholder. Two are 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 March 31, 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.








12


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


MARCH
31, 2008 AND 2007


(UNAUDITED)





NOTE
5
-               GOING CONCERN
(Continued)





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.





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 March
31, 2008 and 2007, deferred tax assets consist of the following:





2008
            
            
            2007Deferred
      tax assets
            
            $
            12,430
            
            
            $
            10,064Less:  valuation
      allowance
            
            
            (12,430
            )
            
            
            (10,064
            )Net
      deferred tax assets
            
            $
            -0-
            
            
            $
            -0-





At March
31, 2008 and 2007, the Company had accumulated deficits during the development
stage of $41,432 and $33,546 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.














13


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, Midnight Candle Company’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 March 31, 2008 and 2007, we did not generate any
revenues, nor did we incur any cost of goods sold and shipping
charges.  Since our inception to March 31, 2008, we generated $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 March 31,
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 March 31, 2008, we incurred operating expenses in our
continued pursuit of our candle business in the amount of $4,741, consisting of
$3,638 in professional fees and general and administrative expenses in the
amount of $1,103.  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.  Comparatively, our total expenses for the most
recent quarter were 27% (or $1,006) higher than the three month period ended
March 31, 2007, where our expenses totaled $3,735.  Our management
believes this increase in aggregate expenses is due, in part, to the increased
costs for professional services.  Total operating expenses since our
inception on September 24, 2004 to March 31, 2008 were $41,433, of which $26,974
is attributable to professional fees and $14,555 in general and administrative
expenses.





Our net
loss for the three months ended March 31, 2008 was $4,741, compared to $3,735 in
the quarter ended March 31, 2007.  After accounting for interest
income of $1, our net loss since the date of our inception through March 31,
2008 was $41,433.  We expect to incur ongoing losses for the
foreseeable future and are unable to predict when, if at all, we will become
profitable.


14








Our
management believes that our cash on hand as of March 31, 2008 in the amount of
$1,509 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.





However,
as we have minimal existing inventory, in the amount of $437, 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. Additionally, our president and sole
director, Ms. Cary, has loaned us an aggregate of $10,000 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 officers and sole 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 officers’ and
directors’ 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.


15





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.





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 were effective as of March 31, 2008, to
provide reasonable assurance 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.





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.





























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PART II – OTHER INFORMATION





Exhibits and Reports on Form 8-K





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, 200431
            Rule
      13a-14(a)/15d-14(a) Certifications32
            Certification
      under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
      1350)























17


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
            September
      9, 2008Helen
      C. Cary
            Chief
      Executive Officer/s/Patrick
      Deparini
            Secretary/Treasurer
      and
            September
      9, 2008Patrick
      Deparini
            Chief
      Financial Officer



































18