U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended June 30, 2006

                        Commission File Number 333-127703


                              MYSTICA CANDLE CORP.
                 (Name of Small Business Issuer in Its Charter)


           NEVADA                                                20-3061907
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

          136 Bradley Road
     Salt Spring Island, BC  Canada                               V8K 1J5
(Address of principal Executive Offices)                         (Zip Code)

           (604) 638-2283                                      (270) 778-3367
     (Issuer's Telephone Number)                           (Issuer's Fax Number)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X]

As of June 30, 2006, the registrant had 2,500,000 shares of common stock, $.001
par value, issued and outstanding. No market value has been computed based upon
the fact that no active trading market has been established at this time.

DOCUMENTS INCORPORATED BY REFERENCE
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                               TABLE OF CONTENTS

PART I
Item 1.  Description of Business                                               1
Item 2.  Description of Property                                               7
Item 3.  Legal Proceedings                                                     7
Item 4.  Submission of Matters to a Vote of Securities Holders                 7

PART II
Item 5.  Market for Common Equity, Related Stockholder Matters and
         Small Business Issuer Purchases of Equity Securities                  8
Item 6.  Management's Discussion of Analysis or Plan of Operation              9
Item 7.  Financial Statements                                                 14
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                             25
Item 8A. Controls and Procedures                                              25

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons         25
Item 10. Executive Compensation                                               27
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                      28
Item 12. Certain Relationships and Related Transactions                       28
Item 13. Exhibits                                                             29
Item 14. Principal Accountant Fees and Services                               29

Signatures                                                                    29
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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS AND THEIR MARKETS

Our principal products are the soy-blend wax candles that we manufacture,
market, distribute and sell through Mystica Candle Corp. under the Mystica
Candle brand name. We initially sell these candles in Canada (art markets and
gift shops) and eventually internationally through our online internet store.

We sell naturally scented soy-blend wax candles using blends of essential plant
oils and Indian oil compounds. The benefits of soy wax over regular paraffin wax
include: burns clean with little to no soot; burns longer and cooler;
bio-degradable; supports North American soy bean farmers; non-toxic;
environmentally sensitive; and, cleans up with soap and water. (see
www.iasoybeans.com and click on SoyCandles) Mystica Candles are made with high
quality materials including non-lead wicks and are hand-made in small batches.
The candles are poured in heat-resistant stylish glass containers, with
packaging based on the most current trends. Although we operate in a highly
competitive market, what distinguishes Mystica Candles are the soy-blend
vegetable wax and natural scents based on the principles of aromatherapy.
Candles are being purchased for stress relief, home fragrance, decoration and
gift giving. As the candle industry grows, consumers are looking for something
new and different, naming natural wax, textures and packaging as the key
elements for the next generation in candles. Another factor attributed to the
emerging trend of natural candles is safety. Safety is a concern for consumers,
with all natural vegetable oils and non-lead wicks increasing in popularity.

Mystica Candles appeal to the customer seeking high-quality, natural home
fragrance products and gifts at a reasonable price. Our Mystica Candles are
initially sold in Canada and through our online planned internet store to health
and environmentally conscious customers, seeking stylish natural solutions to
home fragrance with the benefits of aromatherapy.

Aromatherapy is the art of using oils extracted from plants for healing. These
essential oils are most commonly used in massage, baths and inhalation
treatments.

Essential oils are extracted from flowers, seeds, fruits, leaves, bark, roots
and resins, ideally without the use of chemicals from organically grown plants.
Distillation (heating the plant by boiling or steaming until it vaporizes) is
the most common form of extraction. Other methods include maceration (a
traditional process by which plant material is immersed in hot oil to release
its essence and scenting the oil), expression (crushing the rind of citrus fruit
to obtain oil) and enfleurage (a less common approach in which flowers are
pressed into fat-coated glass plates).

The oils are absorbed into the body via the skin's pores during massage or by
inhalation through the nose. Molecules within the oils enter the bloodstream,
and from there target the nervous system, thus affecting ones emotional and
physical well being.

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Each essential oil has a number of different properties. For example, lavender
is a sedative, antidepressant, antispasmodic and antiseptic. It is mainly used
to relieve nervous tension, relieve digestive complaints and treat skin
conditions such as burns, insect bites and acne. Tea tree is a powerful
antiseptic, geranium is a mood enhancer, eucalyptus is a decongestant, antiviral
and antibacterial.

We plan to update our product line twice a year while retaining our top selling
fragrance blends as well. We will update our products based on the Christmas and
spring/summer art market seasons to capitalize on gifts, souvenirs and personal
consumption.

We are confident in the quality of our products and offer a money-back guarantee
(within two weeks of purchase) to ensure customer satisfaction. Customers who
buy from a retailer or market will return their candle to where they purchased
it, who will then return it to us for reimbursement. Customers who buy from our
online store will be required to cover shipping charges to return it to us.

The logo and corporate colors for Mystica Candle Corp. have been designed and
determined. The colors for the logo are steel blue and chocolate brown. Labels
have been designed printed.

Prototype scents were developed and included:
Lavender, Geranium & Bergamot
Peppermint & Lemon
Pink Grapefruit and Lime
Eucalyptus & Orange & Sage
Cinnamon & Clove
Ginger & Lemon Verbena
Orange, Lemon & Tangerine
Ylang Ylang & Himalayan Cedar

After preliminary market tests involving retail sales at Rainbow Road Trading on
Salt Spring Island, BC and Changes Consignment Store in Vancouver, BC, feedback
was received regarding candle scents and packaging. Production of 5 scent
formulations was completed for further test marketing at upcoming seasonal art
and craft Christmas markets on Salt Spring Island:

Lavender Bergamot Candles
Pink Grapefruit Lime Candles
Peppermint Vanilla Candles
Blackcurrant Orange Candles
Ginger Lime Candles

Packaging includes glass containers which hold the wax candle with a clear label
and glass bead decoration hanging over the glass from the wick. The glass will

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come in a light steel blue or white box with a brown satin ribbon tie and label.
Tips for burning soy wax candles will be included on a card in the box.

The selected suppliers which we have ordered from thus far include:

Canwax: www.canwax.com
        Soy wax, Natural Wicks with no metal core, Containers,
        Burning Container Labels

Mayers Packaging: www.mayerspackaging.com
        Boxes for candles

Dunwoody Booth Packaging: www.dunwoodybooth.com
        Packaging materials

Rainbow Road Trading: www.rainbowroadtrading.com
        Essential and botanical oils

DISTRIBUTION METHODS

We market and distribute Mystica Candles in Canada and through our planned
online internet store. We wholesale our candles to gift stores and boutiques,
and sell at seasonal art markets in Canada. Once we start to become better known
we hope to be able to export to the United States and internationally by
attendance at industry and trade shows.

We will fulfill all internet customer orders from our office on Salt Spring
Island, BC, Canada. We will pack the items and then deliver them via Canada
Post's Parcel Service or other shipping company for distribution to consumers in
Canada and internationally. We are committed to shipping accurate orders,
efficiently and in a timely manner. Delivery time is currently estimated to be
within three to five business days from the date of the receipt of the order for
domestic orders and ten to fifteen business days for international orders. We
will charge each customer in advance for the shipping costs associated with the
order.

The typical shopping experience at our planned online store will begin with the
search for products that meet specific needs, including the ordering process and
extending through product delivery and post-purchase support. We believe that
the ability to accurately fulfill orders, ship products quickly to a customer's
door and efficiently handle customer inquiries is as important to customer
satisfaction as a superior product selection. We believe that a high level of
customer service and support is critical to retaining and expanding a reliable,
repeat customer base and for establishing and maintaining a trusted brand name.
Accordingly, while we currently do not have the financial resources, or the need
to employ any customer service personnel, we do intend to develop a stringent
customer service policy. Once we commence sales, management will be available by
phone or via e-mail, from 9:00 a.m. to 5:00 p.m., local British Columbia time,

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Monday through Friday, and during non-business hours via voicemail. We will
provide order and shipping confirmations (with tracking numbers) or
notifications of out-of-stock items to customers via e-mail. We are dedicated to
providing superior customer satisfaction to secure repeat customers.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS

We have not publicly announced any new products.

COMPETITION

The home fragrance industry is intensely competitive and fragmented. We compete
against other small companies like ours, as well as large companies that have a
similar business and large marketing companies, importers and distributors that
sell products similar to or competitive with ours. Examples of companies with
whom we compete include Ergo, Greenspace, Peaceful Offerings, Madisyn Taylor,
Soylab, Aroma Naturals, Archive and Pharmacopia. Aroma Naturals would likely be
our main competitor as they have a strong online presence.

We believe that our competitive strengths consist of the quality of the base
materials, unique fragrance blends, careful hand-crafting, striking packaging
and label design and a well-designed online sales web site. Although there are
many companies that produce natural wax candles, most of their products are
geared towards either functionality or design and not both. As we target our
candles toward health and environmentally conscious people, we feel that we are
in a niche market with few direct competitors. Soy wax candles occupy a small
proportion of the North American candle market. We believe that the consumers in
this segment of the candle market are willing to pay higher prices for a product
as they are thought to be better informed of the qualities of soy wax candle as
having favorable environmental properties when compared to burning paraffin wax
based candles. Therefore, we believe that a market can be developed for our
product through education of the consumer. We plan to grow our company in this
niche by providing information on the benefits of naturally scented soy wax
candles on our website and in a brochure. We will develop a distinctive variety
of scents and simple, elegant & modern packaging. Soy candles are a premium
product due to their higher average price points as compared to paraffin based
waxes. Based on our market pricing research, we price our candles competitively
against comparable products of similar grades of wax, essential oils and
packaging. We believe that introducing our candles with lower, introductory
pricing will be one of the ways to develop a market niche for Mystica. While
conducting our research we were unable to find many products geared directly to
our target market and we could only find a few companies that specialized in
producing high quality natural aromatherapy soy wax candles. Generally speaking,
the good quality candle market, which is where we sell our products, ranges from
$10 to $65 for a glass container candle, depending on size. Our main competitor,
Aroma Naturals, has its glass container aromatherapy candles priced in the $15
to $20 range. We believe that our similar price range of $10 to $20 provides
superior value for the design and quality of Mystica Candles.

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SOURCES AND AVAILABILITY OF PRODUCTS

We currently source all of our materials including Eco-Soya natural wax, cotton
wicks, and glass containers from Canwax, located in Mississauga, Ontario,
Canada. We source the materials and are responsible for production. We do not
currently have any long-term agreements in place for the supply of our wax,
wicks, containers or other raw materials. Although we choose only high quality
materials in the manufacture of our candles, they are readily available from a
large number of suppliers in Canada and abroad. We will continually source new
materials from other suppliers who may produce different materials, materials of
higher quality or similar materials that are lower priced.

We are responsible for the manufacturing of our candles. This enables us to
manufacture our candles without requiring a large amount of working capital, and
ensures quality control. Further, we recognize that, if we grow, we may require
additional employees or contractors for manufacturing our candles.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We feel that, because of the potential wide base of customers for our products,
there will be no problem with dependence on one or few major customers.

PATENTS AND TRADEMARKS

We believe our products to be unique. We currently have no patents or trademarks
for our products or brand name; however, as business is established and
operations expand, we may seek such protection. Despite efforts to protect our
proprietary rights, such as our brand and product line names, since we have no
patent or trademark rights unauthorized persons may attempt to copy aspects of
our business, including our web site design, products, product information and
sales mechanics or to obtain and use information that we regard as proprietary,
such as the technology used to operate our web site and content. Any
encroachment upon our proprietary information, including the unauthorized use of
our brand name, the use of a similar name by a competing company or a lawsuit
initiated against us for infringement upon another company's proprietary
information or improper use of their trademark, may affect our ability to create
brand name recognition, cause customer confusion and/or have a detrimental
effect on our business. Litigation or proceedings before the U.S. or
International Patent and Trademark Offices may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and
domain name and/or to determine the validity and scope of the proprietary rights
of others. Any such litigation or adverse proceeding could result in substantial
costs and diversion of resources and could seriously harm our business
operations and/or results of operations.

NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS

We do not require any government approval for the manufacturing or distribution
of any of our products.

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We are subject to regulation by the World Trade Organization. Generally, these
international trade agreements benefit our business rather than burden it
because they tend to reduce trade quotas, duties, taxes and similar impositions.
However, these trade agreements may also impose restrictions that could have an
adverse impact on our business, by limiting the countries where we might market
and sell our products. Also, regulations in individual countries that we plan to
export our products to could always adversely change for us by imposing or
increasing quotas, duties and taxes, limiting the amount of products we can
export to their country or making our goods less competitive compared to
products exported from other countries.

We are not subject to any government regulations in Canada where we have our
candles manufactured and sold initially. Once we start to export our candles we
will have to ensure that we comply with labelling and advertising regulations
imposed by each country that we intend to export our products to.

GOVERNMENT AND INDUSTRY REGULATION

We are subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We are also subject to
common business and tax rules and regulations pertaining to the operation of our
business.

RESEARCH AND DEVELOPMENT ACTIVITIES

We have spent any $500 on research and development activities to date.

ENVIRONMENTAL LAWS

Our operations are not subject to any environmental laws.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have two employees, both of which are our executive officers, Jon
Suk and Candace Sikorski. Candace Sikorski devotes 20 - 25 hours per week to our
business and currently is responsible for sourcing suppliers for materials and
manufacturing our candles. If the demand for our candles exceeds our capacity
for production, we believe the revenue generated will enable us to hire
production staff. Jon Suk devotes approximately 5 - 10 hours a week on company
organization, laying out future marketing and sales plans and designing our web
site and products. There are no formal employment agreements between the company
and our current employees.

REPORTS TO SECURITY HOLDERS

We provide an annual report that includes our audited financial information to
our shareholders upon written request. We also make our financial information
equally available to any interested parties or investors through compliance with

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the disclosure rules of the Securities Exchange Act of 1934. We are subject to
disclosure filing requirements including filing a Form 10-KSB annually and Form
10-QSB quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.

The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

ITEM 2 - DESCRIPTION OF PROPERTY

We do not own any property. We are currently operating out of a renovated
building on the property of the residence of our President, Jon Suk at 136
Bradley Road, Salt Spring Island, BC, Canada. We use the premises for our
production facilities as well as our administrative offices. The renovated 500
sq. ft. building consists of one office/showroom area and another area used for
production of our candles. We began paying him a monthly rent of $100 on August
1, 2005.

INVESTMENT POLICIES

Our management does not currently have policies regarding the acquisition or
sale of real estate assets primarily for possible capital gain or primarily for
income. We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.

ITEM 3 - LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
June 30, 2006.

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                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since June 26, 2006 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol MYTC. There has been no active
trading market and thus no high and low sales prices to report.

SHARES AVAILABLE UNDER RULE 144

There are currently 1,500,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
1,500,000 shares are held by our affiliates, as that term is defined in Rule
144(a)(1). At the present time, the resale or transfer of the restricted shares
of Common Stock is not permissible. In general, under Rule 144 as amended, a
person who has beneficially owned and held restricted securities for at least
one year, including affiliates, may sell publicly without registration under the
Securities Act, within any three-month period, assuming compliance with other
provisions of the Rule, a number of shares that do not exceed the greater of(i)
one percent of the common stock then outstanding or, (ii) the average weekly
trading volume in the common stock during the four calendar weeks preceding such
sale. A person who is not deemed an "affiliate" of our Company and who has
beneficially owned shares for at least two years would be entitled to unlimited
re-sales of such restricted securities under Rule 144 without regard to the
volume and other limitations described above.

Our officers and directors, possessing 60% of our voting common stock, control
significantly all of our activities and thus, may affect the determination of
whether dividends are paid on to our stockholders.

HOLDERS

As of June 30, 2006, we have 2,500,000 Shares of $0.001 par value common stock
issued and outstanding held by 28 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N.
67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of

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operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

We are still in our development stage and have generated minimal revenues to
date. Revenues for the year ended June 30, 2006 and 2005 were $273 and $0,
respectively.

We incurred operating expenses of $13,719 and $0 for the years ended June 30,
2006 and 2005, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our periodic reports.

Our net loss for years ended June 30, 2006 and 2005 were $14,068 and $0,
respectively.

The following table provides selected financial data about our company for the
years ended June 30, 2006 and 2005.

     Balance Sheet Data:                 6/30/06       6/30/05
     -------------------                 -------       -------
     Cash                                $32,179        $7,500
     Total assets                        $43,522        $7,500
     Total liabilities                   $90            $0
     Shareholders' equity                $43,432        $7,500

Cash provided by financing activities for the year ended June 30, 2005 was
$7,500 resulting from the sale of common stock to our directors, Mr. Suk and Ms.
Sikorski, who each purchased 750,000 shares of our Common Stock at $0.005 per
share on June 24, 2005. Cash provided for financing activities for the year
ended June 30, 2006 was $50,000, resulting from the sale of common stock to 26
un-affiliated shareholders who purchased 1,000,000 shares of our Common Stock at
$0.05 per share pursuant to our initial public offering which was completed on
March 14, 2006.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

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PLAN OF OPERATIONS/MILESTONES

GOING CONCERN

We have been issued an opinion by our auditors that raised substantial doubt
about our ability to continue as a going concern based on our current financial
position.

COMPLETED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

AUGUST 2005:

We researched candle making production, including using colors and scenting soy
wax with essential oils. We identified suppliers for all materials and source
containers and packaging. We designed a logo and labels. Ms. Candace Sikorski,
one of our directors, conducted competitive market research, by visiting the
Alberta Gift Show in Edmonton, August 14-17, and gift shops as well as internet
research. We purchased and tested candles deemed to be in a similar target
market, for competitive research. The domain name mysticacandle.com was secured
by Jon Suk. Budget: Rent $100, R&D $200 - Total $300

SEPTEMBER 2005:

We placed orders for producing prototypes for soy wax, essential oils, wicks and
containers. Ms. Sikorski produced six prototypes based on various scent blends
in lidded glass containers and test marketed these prototypes at the Salt Spring
Island Artists market and for consignment at Rainbow Road Trading on Salt Spring
Island and Changes Consignment Clothing in Vancouver. Budget: Rent $100,
Accounting & Legal $1,000 - Total $1,100

OCTOBER 2005:

Ms. Sikorski continued test production of prototypes based on consumer response.
Feedback was received regarding candle scents and packaging. Production of 5
scent formulations was completed for further test marketing at upcoming seasonal
art and craft Christmas markets on Salt Spring Island:

Candles produced with the following scent types:
Lavender Bergamot Candles
Pink Grapefruit Lime Candles
Peppermint Vanilla Candles
Blackcurrant Orange Candles
Ginger Lime Candles

We have researched over the internet, online stores that market and sell similar
products:

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Key Competitors:
Soy Candle Heaven: www.ambiancecandles.com
Ergo Candle: www.ergocandle.com
Aroma Natureals www.aromanaturals.com
Shadow and Light Candles www.sensia.com

Research has shown low penetration in the market in Canada of online shops for
soy wax candles. Competitive market research online has identified packaging as
a key element. Local shops on Salt Spring Island were visited to research
competitive products where we generally found products of lower grade than our
prototypes, supporting our plans to market our product as a premium candle.

The results of research conducted will be used to help design our corporate
website, planned online store and shopping cart. During tests conducted in
October certain wax types demonstrated undesirable characteristics with respect
to container adhesion and thus unsuitable for candle production. Further
research was conducted to source alternative materials in order to be able to
produce marketable candles. As test production of the candles resulted in some
of the inventory of raw materials being deemed unusable, we replenished our
stock of raw materials from our selected suppliers:

Canwax: www.canwax.com
        Soy wax, Natural Wicks with no metal core, Containers,
        Burning Container Labels

Mayers Packaging: www.mayerspackaging.com
        Boxes for candles

Dunwoody Booth Packaging: www.dunwoodybooth.com
        Packaging materials

Rainbow Road Trading: www.rainbowroadtrading.com
        Essential and botanical oils

Completed label design for prototype candles
Completed insert card design for prototype candles

Budget: Rent $100, R&D $300 - Total $400

NOVEMBER 2005:

Ms. Sikorski took product photographs for our corporate website using our
prototypes. Mr. Suk designed and launched the website at www.mysticacandle.com.
Budget: Rent $100 - Total $100

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DECEMBER 2005:

Mr. Suk began optimizing our website with keywords and links. Ms. Sikorski began
to produce products in small quantities intended for local sales outlets. She
also attended Christmas Season artists markets on Salt Spring Island. Budget:
Rent $100, Advertising and Marketing $250, Inventory & Supplies $250, Accounting
& Legal $1,000 - Total $1,600

JANUARY 2006:

Ms. Sikorski continued to produce and ship products, as our production capacity
is limited she concentrated on local sales outlets and interest from the
website. Budget: Rent $100, Office & Administration $200 - Total $300

FEBRUARY 2006:

During this period we expended most of our efforts in securing funding through
our SB-2 offering in order to be able to advance the operational goals. Further
testing and refinement of product prototypes were conducted.
Budget:  Rent $100, Office & Administration $100 - Total $200

MARCH 2006:

Investment capital was secured after the closing of our offering on March 14,
2006. Jon Suk traveled to Calgary, Alberta and visited stores to research
prospective retailers of our products. Wax containers were reviewed for optimal
shipping and retail display purposes. Further testing and refinement of product
prototypes were conducted. Budget: Rent $100, Inventory & Supplies $500, Travel
$1,500, Accounting & Legal $1,000, Office & Administration $100 - Total $3,200

APRIL 2006:

In order to be able to produce our candles at quantity, we have started to
prepare a dedicated facility for candle making production. Mr. Suk has
coordinated the conversion of a double garage to include a space for production,
storage, administration and a showroom. The conversion will include installation
of laminate/wood flooring over existing concrete, drywall installation,
electrical outlets, heating and proper lighting. A proper door and additional
windows will need to be installed. Cabinets, shelving and countertops for
storage and production will be built and a showroom and separate area for
administration will be included. The office space will need telephone, computer,
fax and accessories. A contractor was arranged to begin facility renovations.
Budget: Rent $100, Renovations $5,000, Office & Administration $150 - Total
$5,250

MAY 2006:

Ms. Sikorski designed and produced labels and packaging. A product brochure was
also designed and produced. Ms. Sikorski operated a booth at the local

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artist/craft market, Saturday Market in the Park on Salt Spring Island. Facility
renovations commenced. Budget: Rent $100, Renovations $5,000, Inventory &
Supplies $750, Advertising & Marketing $500 - Total $6,350

JUNE 2006:

Ms. Sikorski operated a booth at the local artist/craft market, Saturday Market
in the Park on Salt Spring Island. Ms. Sikorski expanded our local exposure by
selling our products at specialty home and gift retailers in our target market
such as Waterfront Gallery and Artcraft. Facility renovations continued. Budget:
Rent $100, Inventory & Supplies $750, Accounting & Legal $1,500, Office &
Administration $150 - Total $2,500

JULY 2006:

Ms. Sikorski operated a booth at the local artist/craft market, Saturday Market
in the Park on Salt Spring. Facility renovations continued. Budget: Rent $100,
Advertising & Marketing $500, Renovations $3,000, Insurance
$650, Office & Administration $150 - Total $4,400

AUGUST 2006:

Ms. Sikorski operated a booth at the local artist/craft market, Saturday Market
in the Park on Salt Spring. Facility renovations continued. Budget: Rent $100,
Advertising & Marketing $500, Inventory & Supplies $750,
Renovations $3,000, Office & Administration $150 - Total $4,500

PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

The following criteria for the milestones are based on management's estimates
only. The number of candles we plan to have manufactured for our inventory and
the other projected milestones are approximations only and subject to adjustment
based on costs and needs.

SEPTEMBER 2006:

We plan to conduct marketing to prospective retailers at the Vancouver Gift
Show. Ms. Sikorski will operate a booth at the local artist/craft market,
Saturday Market in the Park on Salt Spring. We plan to continue expansion of
retail outlets for the candles in Canada and the U.S. through direct marketing
and consignment. Facility renovations will be completed and production capacity
will be increased. The online store's interface design will be modified to match
the corporate website. We plan to ship samples of our products to prospective
retailers identified by Mr. Suk in Calgary, Alberta. Budget: Rent $100,
Advertising & Marketing $1,000, Inventory & Supplies $1,000, Travel & Trade
Shows $1,000, Office Equipment & Furniture $2,000, Office & Administration $150
- Total $5,250

                                       13
<PAGE>
OCTOBER 2006:

We plan to conduct marketing to prospective retailers at the Alberta Gift Show
in Edmonton. To support internet store sales, keyword advertising campaigns will
be conducted by Mr. Suk via Google and other online outlets. We plan to make our
products available for shipping to online customers in Canada and the U.S.
Depending on order/production requirements a part-time production assistant may
be needed to help manufacture candles, take and fulfill orders, order supplies
and perform general office duties. We would only hire the assistant if revenues
allowed for the expense as we have not designated any proceeds from financing
for salaries. Budget: Rent $100, Advertising & Marketing $1,000, Inventory &
Supplies $1,250, Travel & Trade Shows $1,000, Office & Administration $150 -
Total $3,500

ITEM 7 - FINANCIAL STATEMENTS

Our fiscal year end is June 30. Our financial statements for the period from
inception to the year ended June 30, 2006, audited by Chang G. Park, Certified
Public Accountants, immediately follow.

                                       14
<PAGE>
                           Chang G. Park, CPA, Ph. D.
             * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615 *
       * TELEPHONE (858)722-5953 * FAX (858) 408-2695 * FAX (619) 422-1465
                         * E-MAIL changgpark@gmail.com *


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Mystica Candle Corp.

We have audited the  accompanying  balance  sheet of Mystica  Candle Corp. as of
June 30, 2006 and the related statements of operation,  changes in shareholders'
equity and cash flows for the year then ended.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these  financial  statements  based on our  audit.  The  financial
statements of Mystica  Candle Corp. as of June 30, 2005, and for the period June
24, 2005  (inception)  to June 30,  2005 were  audited by other  auditors  whose
report  dated  August  8,  2005,  expressed  an  unqualified  opinion  on  those
statements.  Their report  included an  explanatory  paragraph  regarding  going
concern.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Mystica Candle Corp. as of June
30, 2006,  and the results of its operation and its cash flows for the year then
ended in conformity with U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chang G. Park, CPA
------------------------------
CHANG G. PARK, CPA

September 26, 2006
San Diego, CA. 91910


        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                       15
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   As of              As of
                                                                  June 30,           June 30,
                                                                    2006               2005
                                                                  --------           --------
<S>                                                               <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                            $ 32,179           $  7,500
  Inventory                                                          1,649                 --
                                                                  --------           --------
TOTAL CURRENT ASSETS                                                33,828              7,500

NET FIXED ASSETS                                                     9,694                 --
                                                                  --------           --------

TOTAL ASSETS                                                      $ 43,522           $  7,500
                                                                  ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                $     90           $     --
                                                                  --------           --------
TOTAL CURRENT LIABILITIES                                               90                 --

TOTAL LIABILITIES                                                       90                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 2,500,000 and 1,500,000 shares issued and
   outstanding as of June 30, 2006 and 30, 2005 respectively)        2,500              1,500
  Additional paid-in capital                                        55,000              6,000
  Deficit accumulated during development stage                     (14,068)                --
                                                                  --------           --------
TOTAL STOCKHOLDERS' EQUITY                                          43,432              7,500
                                                                  --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                    $ 43,522           $  7,500
                                                                  ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       16
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  June 24, 2005
                                                                                   (inception)
                                         Year Ended            Year Ended            through
                                          June 30,              June 30,             June 30,
                                            2006                  2005                 2006
                                         -----------           -----------          -----------
<S>                                      <C>                   <C>                  <C>
REVENUES
  Revenues                               $       273           $        --          $       273
                                         -----------           -----------          -----------
TOTAL REVENUES                                   273                    --                  273

COST OF GOODS SOLD
  Purchases                                      622                    --                  622
                                         -----------           -----------          -----------
TOTAL COSTS GOODS SOLD                           622                    --                  622

GROSS PROFIT                                    (349)                   --                 (349)

OPERATING EXPENSES
  Administrative Expenses                      9,219                    --                9,219
  Professional fees                            4,500                    --                4,500
                                         -----------           -----------          -----------
TOTAL OPERATING EXPENSES                      13,719                    --               13,719
                                         -----------           -----------          -----------

NET INCOME (LOSS)                        $   (14,068)          $        --          $   (14,068)
                                         ===========           ===========          ===========

BASIC EARNINGS (LOSS) PER SHARE          $     (0.01)          $        --
                                         ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                 1,798,630             1,500,000
                                         ===========           ===========
</TABLE>

                       See Notes to Financial Statements

                                       17
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
              From June 24, 2005 (Inception) through June 30, 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                                            Common     Additional      During
                                                Common      Stock       Paid-in     Development
                                                Stock       Amount      Capital        Stage          Total
                                                -----       ------      -------        -----          -----
<S>                                           <C>          <C>           <C>         <C>           <C>
BALANCE, JUNE 24, 2005                              --      $   --       $    --       $     --      $     --

Stock issued for cash on June 24, 2005
@ $0.005 per share                             750,000         750         3,000                        3,750

Stock issued for cash on June 24, 2005
@ $0.005 per share                             750,000         750         3,000                        3,750
                                             ---------      ------       -------       --------      --------
Net Income, June 30, 2005                                                                    --            --

BALANCE, JUNE 30, 2005                       1,500,000      $1,500       $ 6,000       $     --      $  7,500
                                             ---------      ------       -------       --------      --------
Stock issued for cash on March 14, 2006
@ $0.05 per share                            1,000,000       1,000        49,000                       50,000

Net loss, June 30, 2006                                                                 (14,068)      (14,068)
                                             ---------      ------       -------       --------      --------

BALANCE, JUNE 30, 2006                       2,500,000      $2,500       $55,000       $(14,068)     $ 43,432
                                             =========      ======       =======       ========      ========
</TABLE>

                       See Notes to Financial Statements

                                       18
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   June 24, 2005
                                                                                                    (inception)
                                                               Year Ended         Year Ended         through
                                                                June 30,           June 30,          June 30,
                                                                  2006               2006              2006
                                                                --------           --------          --------
<S>                                                             <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                             $(14,068)          $     --          $(14,068)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     (Increase) decrease in depreciation                             306                 --               306
  Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable                          90                 --                90
     (Increase) decrease in inventory                             (1,649)                --            (1,649)
                                                                --------           --------          --------
         NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     (15,321)                --           (15,321)

CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) decrease in Leasehold improvements                  (10,000)                --           (10,000)
                                                                --------           --------          --------
         NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     (10,000)                --           (10,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                          50,000              7,500            57,500
                                                                --------           --------          --------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      50,000              7,500            57,500
                                                                --------           --------          --------

NET INCREASE (DECREASE) IN CASH                                   24,679              7,500            32,179

CASH AT BEGINNING OF YEAR                                          7,500                 --                --
                                                                --------           --------          --------
CASH AT END OF YEAR                                             $ 32,179           $  7,500          $ 32,179
                                                                ========           ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                      $     --           $     --
                                                                ========           ========
  Income Taxes                                                  $     --           $     --
                                                                ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       19
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2006 and 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Mystica Candle Corp. (the Company) was incorporated  under the laws of the State
of Nevada on June 24, 2005. The Company's  principal  products are the soy-blend
wax candles. The Company plans to manufacture,  market,  distribute and sell the
soy-blend wax candles.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market. The Company has not commenced operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a June 30, year-end.

B. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

C. INVENTORY

Inventories are stated at the lower of cost or market with cost determined using
the total weighted average.

D. PROPERTY AND EQUIPMENT

Property  and  equipment  are stated at cost.  Equipment  and fixtures are being
depreciated  using the  straight-line  method  over the  estimated  asset  lives
ranging from 3 to 7 years.

E. REVENUE RECOGNITION

The Company recognizes revenue in accordance with SEC Staff Accounting  Bulletin
No. 104, "Revenue  Recognition"  ("SAB 104"). The Company generates revenue from
the sale of  candles.  SAB 104  requires  that four basic  criteria  must be met
before  revenue can be  recognized:  (1)  persuasive  evidence of an arrangement
exists; (2) delivery has occurred or services  rendered;  (3) the seller's price
to the buyer is fixed and  determinable;  and (4)  collectibility  is reasonably
assured. Amounts billed or received from customers in advance of performance are
recorded as deferred revenue.

                                       20
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2006 and 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

F. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

G. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 24, 2005 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

H. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  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. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       21
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2006 and 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

NEW ACCOUNTING PRONOUNCEMENTS:

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  Inventory  Costs - an amendment of ARB No. 43,  Chapter 4. This  Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that  "...  under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so  abnormal  as to require  treatment  as current  period  charges..."  This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after June 15, 2005.  Management  does not believe the
adoption  of this  Statement  will  have any  immediate  material  impact on the
Company.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Shared-Based  Payment ("SFAS 123R).  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation  cost in the financial  statements.  The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$14,068 during the period from June 24, 2005 (inception)  through June 30, 2006.
This condition raises  substantial doubt about the Company's ability to continue
as a going concern.  The Company's  continuation as a going concern is dependent
on its ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                       22
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2006 and 2005


NOTE 3. GOING CONCERN (CONTINUED)

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.

NOTE 4. WARRANTS AND OPTIONS

As of June 30, 2006 and 2005,  there are no warrants or options  outstanding  to
acquire any additional shares of common.

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                         June 30, 2006
                                                         -------------
     Equipment                                              $ 10,000
                                                            --------
           Total Fixed Assets                                 10,000

     Less: Accumulated Depreciation                             (306)
                                                            --------

           Net Fixed Assets                                    9,694
                                                            ========

Depreciation expense for the year ended June 30, 2006 was $306.

NOTE 6. RELATED PARTY TRANSACTION

The Company  neither  owns nor leases any real or personal  property.  Beginning
August 1, 2005 the Company has paid Jon Suk, a director,  $100 per month for use
of office space and  services.  The  officers  and  directors of the Company are
involved in other business activities and may, in the future, become involved in
other business  opportunities as they become available,  such persons may face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

                                       23
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2006 and 2005


NOTE 7. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On June 24, 2005 the Company issued 750,000 shares of common stock to a director
for cash valued at $0.005 per share.

On June 24, 2005 the Company issued 750,000 shares of common stock to a director
for cash valued at $0.005 per share.

On March 14, 2006 the Company issued  1,000,000  shares of common stock for cash
for cash valued at $0.05 per share.

As of June 30, 2006 and 2005 the Company had 2,500,000  and 1,500,000  shares of
common stock issued and outstanding, respectively.

NOTE 8. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2006:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          2,500,000 shares issued and outstanding.

                                       24
<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ITEM 8A - CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Each of our directors is elected by the stockholders to a term of one year and
serves until his or her successor is elected and qualified. Each of our officers
is appointed by the Board of Directors to a term of one year and serves until
his or her successor is duly elected and qualified, or until he or she is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.

                                       25
<PAGE>
The name, address, age and position of our officers and directors is set forth
below:

Name and Address                        Age               Position(s)
----------------                        ---               -----------
Jon Suk (1)                             41           President, CEO and
136 Bradley Road                                     Chairman of the Board
Salt Spring Island, BC V8K 1J5

Candace Sikorski (1)                    42           Treasurer, CFO,
136 Bradley Road                                     Secretary and Director
Salt Spring Island, BC V8K 1J5

----------
(1) Jon Suk and Candace Sikorski are married.

The persons named above have held their offices/positions since inception of our
Company and are expected to hold said offices/positions until the next annual
meeting of our stockholders. The officers and directors are our only officers,
directors, promoters and control persons.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

MR. JON SUK has been President, CEO and Chairman of the Board of Directors of
the Company since inception. From March 2001 to the present he has been
President of BN-Borealis Networks, Inc., a privately held B.C. corporation.
Borealis Networks, located in Salt Spring Island, B.C., is an internet services
provider specializing in website hosting services, website development,
e-commerce and technical consulting. From May 1993 to March 2001 he was
President of Image Factory, a privately held B.C. corporation located in
Richmond, B.C. Image Factory, Inc. is a digital imaging pre-press studio with
graphic design and systems consulting support. He has also served as a Director
of Image Factory from May 1993 to present. From November 1999 to May 2001 he was
President and a Director of Bidder Communications. Inc., a publicly traded
Nevada corporation that operated as an internet auction provider located in
Vancouver, B.C.

Mr. Suk attended the University of British Columbia in Vancouver, B.C. where he
studied English Literature from 1985 to 1989.

CANDACE SIKORSKI has been the Treasurer, CFO, Secretary and a Director of our
company since inception. From October 2002 to the present she has been
self-employed operating both a graphic design business under the name of Squeek
Creative and a bath and body care business under the name of Blossom Botanicals.
Squeek Creative is responsible for design of corporate logos, business cards,
labels and packaging, web sites, brochures, catalogues and product photography
for various small business clients. Blossom Botanicals produces and markets

                                       26
<PAGE>
product lines of natural herbal soaps, perfumes, lotions, bath salts and lip
balm. From September 1998 to May 2003 she was employed as an education officer
by Fored BC, a non-profit environmental education organization based in
Vancouver, B.C. Her duties included: design & layout of brochures, ads,
presentations; pre-press production & supplier liaison; editing & proof-reading
of a national education magazine; administrative & clerical support;
coordination of environmental education seminars for teachers; and, development
of classroom teaching materials.

Ms. Sikorski attended the University of Calgary in Calgary, Alberta and received
a Bachelor of Education (with distinction) in 1989. She also received a
certificate in desktop publishing from the Corporate Publishing Group in
Vancouver, British Columbia in 1992.

EMPLOYMENT AGREEMENTS

None of the Company's officers, directors, advisors or key employees are
currently party to employment agreements with the Company. The Company has no
pension, health, annuity, bonus, insurance, stock options, profit sharing or
similar benefit plans; however, the Company may adopt such plans in the future.
There are presently no personal benefits available for directors, officers or
employees of the Company.

ITEM 10 - EXECUTIVE COMPENSATION

Currently, none of our officers and/or directors is being compensated for their
services.

The officers and directors are reimbursed for any out-of-pocket expenses they
incur on our behalf. In addition, in the future, we may approve payment of
salaries for our officers and directors, but currently, no such plans have been
approved. We also do not currently have any benefits, such as health insurance,
life insurance or any other benefits available to our employees.

In addition, none of our officers, directors or employees is party to any
employment agreements.

                           SUMMARY COMPENSATION TABLE

                                      Annual Compensation       Long-Term Comp.
                                  --------------------------   ----------------
                                                      Other
Name and                                              Annual
Position(s)                Year   Salary    Bonus     Comp.    Awards    Payouts
-----------                ----   ------    -----     -----    ------    -------
Jon Suk                    2005   None      None      None      None       None
President, CEO & Director

Candace Sikorski           2005   None      None      None      None       None
Treasurer, CFO,
Secretary & Director

                                       27
<PAGE>
ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this annual report, the total
number of shares owned beneficially by each of our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what such ownership will
be assuming completion of the sale of all shares in this offering, which we
can't guarantee. The stockholders listed below have direct ownership of their
shares and possess sole voting and dispositive power with respect to the shares.


                                     No. of      No. of         Percentage
                                     Shares      Shares        of Ownership
Name and Address                     Before       After      Before       After
Beneficial Owner                    Offering    Offering    Offering    Offering
----------------                    --------    --------    --------    --------

Jon Suk                            750,000       750,000       50%        30%
136 Bradley Road
Salt Spring Island, BC V8K 1J5

Candace Sikorski                   750,000       750,000       50%        30%
136 Bradley Road
Salt Spring Island, BC V8K 1J5

All Officers and
 Directors as a Group            1,500,000     1,500,000      100%        60%

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2005, 750,000 shares were issued to Jon Suk, an officer and director and
750,000 shares were issued to Candace Sikorski, an officer and director, in
exchange for $.005 per share, or a total of $7,500 in cash.

Beginning August 1, 2005 the company pays a monthly rent of $100 to Mr. Suk for
the use of our operating facilities.

We do not currently have any conflicts of interest by or among our current
officers, directors, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so prior to
hiring any additional employees.

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<PAGE>
ITEM 13 - EXHIBITS

The following exhibits are included with this filing:

        Exhibit
        Number                       Description
        ------                       -----------
     Exhibit 31.1      302 Certification of Chief Executive Officer
     Exhibit 31.2      302 Certification of Chief Financial Officer
     Exhibit 32.1      906 Certification of Chief Executive Officer
     Exhibit 32.2      906 Certification of Chief Financial Officer

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The total fees charged to the company for audit services were $1,500, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $2,000 during the year ended June 30, 2006.

For the year ended June 30, 2005, the total fees charged to the company for
audit services were $NIL, for audit-related services were $Nil, for tax services
were $Nil and for other services were $NIL.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      Mystic Candle Corp., Registrant


September 28, 2006                    By: /s/ Jon Suk
                                         ---------------------------------------
                                         Jon Suk, Director, President and
                                         Principal Executive Officer


September 28, 2006                    By: /s/ Candace Sikorski
                                         ---------------------------------------
                                         Candace Sikorski, Director, Treasurer,
                                         Chief Financial Officer and Principal
                                         Accounting Officer

                                       29