| **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB** |
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|                                                                                                           |
| (Mark One)                                                                                                     |
| **x**                                                                                                          | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| For the quarterly period ended: March 31, 2006                                                                 |
|                                                                                                           |
| **Or**                                                                                                         |
| **o**                                                                                                          | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| For the transition period from ____________ to _____________                                                   |
|                                                                                                           |
| Commission File Number: 000-50983                                                                              |
|                                                                                                           |
| **MIDNIGHT 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 o No x

 

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

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

Yes o No o

 

**APPLICABLE ONLY TO CORPORATE ISSUERS:**

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

 

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