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: March 31,
      2009Or[   ]
                  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 May 15, 2009)










MIDNIGHT
CANDLE COMPANY








Table
of Contents








PagePART I – FINANCIAL INFORMATION
              3Unaudited Financial Statements
              3CONDENSED BALANCE SHEETS (UNAUDITED)
              4CONDENSED STATEMENTS OF OPERATIONS
      (UNAUDITED)
              5CONDENSED STATEMENTS OF CASH FLOWS
      (UNAUDITED)
              6NOTES TO CONDENSED FINANCIAL STATEMENTS
      (UNAUDITED)
              7Management's Discussion and Analysis of Financial Condition
      and Plan of Operation
              14Controls and Procedures
              16PART II – OTHER INFORMATION
              18Exhibits
              18SIGNATURES
              19


























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-K for the year ended December
31, 2008 previously filed with the Commission on March 31, 2009.


















































3


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED BALANCE SHEETS (UNAUDITED)





ASSETS
                      
                      March
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008Current
      Assets:Cash
      and cash equivalents
                      
                      $
                      84
                      
                      
                      $
                      272Accounts
      receivable
                      
                      
                      122
                      
                      
                      
                      122Inventory
                      
                      
                      438
                      
                      
                      
                      438Total
      Current Assets
                      
                      
                      644
                      
                      
                      
                      832TOTAL
      ASSETS
                      
                      $
                      644
                      
                      
                      $
                      832LIABILITIES AND STOCKHOLDERS’
      (DEFICIT)LIABILITIESCurrent
      Liabilities:Accounts
      payable
                      
                      $
                      2,971
                      
                      
                      $
                      1,110Note
      payable
                      
                      
                      4,517
                      
                      
                      
                      3,532Notes
      payable – related party
                      
                      
                      15,000
                      
                      
                      
                      15,000Total
      Current Liabilities
                      
                      
                      22,488
                      
                      
                      
                      19,642Total
      Liabilities
                      
                      
                      22,488
                      
                      
                      
                      19,642STOCKHOLDERS’
      (DEFICIT)Common
      stock, $.001 Par Value, 200,000,000 shares authorized;156,900,000
      shares issued and outstanding
                      
                      
                      156,900
                      
                      
                      
                      156,900Additional
      paid-in capital
                      
                      
                      (128,400
                      )
                      
                      
                      (128,400
                      )Deficit
      accumulated during the development stage
                      
                      
                      (50,344
                      )
                      
                      
                      (47,310
                      )Total Stockholder’s
      (Deficit)
                      
                      
                      (21,844
                      )
                      
                      
                      (18,810
                      )TOTAL
      LIABILITIES AND STOCKHOLDER’S (DEFICIT)
                      
                      $
                      644
                      
                      
                      $
                      832











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








4


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008


(WITH
CUMULATIVE TOTALS SINCE INCEPTION)





Cumulative
      TotalsSeptember
      24, 2004 (Inception)2009
                
                
                2008
                
                
                through
      March 31, 2009OPERATING
      REVENUESSales,
      net of allowance of $107
                
                $
                -
                
                
                $
                -
                
                
                $
                464Cost
      Of  Sales
                
                
                -
                
                
                
                -
                
                
                
                273Freight
      in
                
                
                -
                
                
                
                -
                
                
                
                95GROSS
      PROFIT
                
                
                -
                
                
                
                -
                
                
                
                96OPERATING
      EXPENSESProfessional
      fees
                
                
                2,846
                
                
                
                3,638
                
                
                
                35,071General
      and administrative expenses
                
                
                188
                
                
                
                250
                
                
                
                15,370Total
      Operating Expenses
                
                
                3,034
                
                
                
                3,888
                
                
                
                50,441LOSS
      BEFORE OTHER INCOME
                
                
                (3,034
                )
                
                
                (3,888
                )
                
                
                (50,345
                )OTHER
      (INCOME)Interest
      (income)
                
                
                -
                
                
                
                -
                
                
                
                (1
                )Total
      Other (Income) Expense
                
                
                -
                
                
                
                -
                
                
                
                (1
                )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                
                
                (3,034
                )
                
                
                (3,888
                )
                
                
                (50,344
                )Provision
      for income taxes
                
                
                -
                
                
                
                (853
                )
                
                
                -NET
      LOSS APPLICABLE TO COMMON SHARES
                
                $
                (3,034
                )
                
                $
                (4,741
                )
                
                $
                (50,344
                )WEIGHTED
      AVERAGE COMMON SHARESOUTSTANDING
                
                
                156,900,00
                
                
                
                156,900,000NET
      LOSS PER BASIC AND DILUTED COMMON SHARES OUTSTANDING
                
                $
                (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, 2009 AND 2008


(WITH
CUMULATIVE TOTALS SINCE INCEPTION)





Cumulative
      TotalsSeptember
      24, 2004 (inception)2009
                
                
                2008
                
                
                through
      March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (3,034
                )
                
                $
                (4,741
                )
                
                $
                (50,344
                )Adjustments
      to reconcile net loss to net cash(used
      in) operating activitiesChanges
      in assets and liabilities(Increase)
      in accounts receivable
                
                
                -
                
                
                
                -
                
                
                
                (122
                )(Increase)
      in inventory
                
                
                -
                
                
                
                -
                
                
                
                (438
                )Increase
      in accounts payable
                
                
                1,861
                
                
                
                -
                
                
                
                2,971Total
      adjustments
                
                
                1,861
                
                
                
                -
                
                
                
                2,411Net
      cash (used in) operating activities
                
                
                (1,173
                )
                
                
                (4,741
                )
                
                
                (47,933
                )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
                
                
                -
                
                
                
                -
                
                
                
                28,500Proceeds
      from note payable
                
                
                985
                
                
                
                -
                
                
                
                4,517Proceeds
      from note payable – related party
                
                
                -
                
                
                
                5,000
                
                
                
                15,000Net cash provided by financing
      activities
                
                
                985
                
                
                
                5,000
                
                
                
                48,017NET
      INCREASE (DECREASE) INCASH AND CASH
      EQUIVALENTS
                
                
                (188
                )
                
                
                259
                
                
                
                84CASH
      AND CASH EQUIVALENTS –BEGINNING OF
      PERIOD
                
                
                272
                
                
                
                1,250
                
                
                
                -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                
                $
                84
                
                
                $
                1,509
                
                
                
                84SUPPLEMENTAL
      CASH FLOW INFORMATION:During
      the period, cash was paid for the following:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                853
                
                
                $
                853SUPPLEMENTAL
      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, 2009 AND 2008


(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, 2008 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.





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.










7


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008


(UNAUDITED)





NOTE
2
-               SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES


(CONTINUED)





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
$250,000.  At March 31, 2009 and 2008, there were no uninsured
balances.





Concentrations of Risks:
Cash Balances





The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured
balances up to $100,000 through October 13, 2008.  As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31,
2009.





All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.





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.





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, 2009 and 2008.








8





MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008


(UNAUDITED)





NOTE
2
-               SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES


(CONTINUED)





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.





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
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 did not 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.











9


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008


(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. The adoption of this standard did not have a material impact on the
Company’s 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
2009. The adoption of this standard did not have a material impact on the
Company’s 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.
















10


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008


(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 three months ended March 31, 2009 and 2008:





2009
                
                
                2008Net
      loss
                
                $
                (3,034
                )
                
                $
                (4,741
                )Weighted
      average common
                
                
                156,900,000
                
                
                
                156,900,000shares
      outstanding (Basic)Options
                
                
                -
                
                
                
                -Warrants
                
                
                -
                
                
                
                -Weighted
      average common sharesoutstanding
      (Diluted)
                
                
                156,900,000
                
                
                
                156,900,000





There are
no common stock equivalents outstanding at March 31, 2009 and 2008.





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 officer of the Company.
They were all used for working capital needs. Two are due on demand without
interest. A third was due on April 20, 2008, without interest, and is currently
in default.





NOTE 4 -
            NOTE
      PAYABLE





Represents
numerous unsecured loans aggregating $4,517 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.











11


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008


(UNAUDITED)





NOTE
5
-              
STOCKHOLDERS’
(DEFICIT)





On
September 24, 2004 the Company was formed with one class of common stock, par
value $.001. The Company is currently authorized to issue up to 200,000,000
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.





On
October 15, 2008, the Company affected a forward split of the Company’s issued
and outstanding common stock on a 30:1 basis and further amended 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. All shares have been retroactively
restated to report this transaction.





As of
March 31, 2009, 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 March 31, 2009. 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.














12


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008


(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 March
31, 2009 and 2008, deferred tax assets consist of the following:





2009
                  
                  
                  2008Deferred
      tax assets
                  
                  $
                  15,103
                  
                  
                  $
                  12,430Less:  valuation
      allowance
                  
                  
                  (15,103
                  )
                  
                  
                  (12,430
                  )Net
      deferred tax assets
                  
                  $
                  -0-
                  
                  
                  $
                  -0-





At March
31, 2009 and 2008, the Company had accumulated deficits during the development
stage of $50,344 and $41,432 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 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 month periods ended March 31, 2009 and 2008, we did not generate any
revenues, nor did we incur any cost of goods sold and shipping
charges.  Since our inception to March 31, 2009, 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 March
31, 2009.  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, 2009, we incurred operating expenses in our
continued pursuit of our candle business in the amount of $3,034, consisting of
$2,846 in professional fees and general and administrative expenses in the
amount of $188.  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 March 31, 2008, total operating expenses were $3,888, of which $3,638 are
attributable to professional fees and $250 to general and administrative
expenses.  Total operating expenses since our inception on September
24, 2004 to March 31, 2009 were $50,441, of which $35,071 is attributable to
professional fees and $15,370 in general and administrative
expenses.  No development related expenses have been or will be paid
to our affiliates.  We expect to continue to incur general and
administrative expenses for the foreseeable future, although we cannot estimate
the extent of these costs.





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 March 31, 2009 was
$3,034.  Comparatively, during the three months ended March 31, 2008,
our net loss totaled $4,741 after accounting for provision for income taxes in
the amount of $853.





Our net
loss since the date of our inception through March 31, 2009 was $50,344, after
taking into consideration $1 in interest income.  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.














14





Our
management believes that our cash on hand as of March 31, 2009 in the amount of
$84 is not sufficient to maintain our current minimal level of operations for
the next approximately 12 months.  As of March 31, 2009, we owed
$2,971 in accounts payable to vendors and service providers, as well as $19,517
in notes payable, of which $15,000 is to due to a related party, the aggregate
sum of which greatly exceeds our current assets.  As such, we are in a
precarious financial position and may be unable to maintain our operations
through the fiscal year ended December 31, 2009, 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 $20,000
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.  We have also borrowed
$4,517 in non-interest bearing, due on demand, notes payable from a third
party.  Additionally, our president and sole director, Ms. Cary, has
loaned us an aggregate of $15,000 through March 31, 2009 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.











15


Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





We
maintain a set of disclosure controls and procedures designed to ensure that
information we are required to disclose in 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 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 were advised by Bagell, Josephs, Levine & Company, LLC, the
Company’s independent registered public accounting firm, that during their
performance of audit procedures for 2008 Bagell, Josephs, Levine & Company,
LLC identified a material weakness as defined in Public Company Accounting
Oversight Board Standard No. 5 in the Company’s 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,
the size of the Company 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.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





1.
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





2.
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





3.
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.








16


As of
December 31, 2008, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.





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





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
              May
      15, 2009Helen
      C. Cary
              Chief
      Executive Officer/s/Patrick
      Deparini
              Secretary/Treasurer
              May
      15, 2009Patrick
      Deparini
              Chief
      Financial Officer














































19