UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





[X]
                            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Fiscal Year Ended December 31,
      2008[   ]
                            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Transition Period from __________ to ____________Commission
      File Number: 000-1321573MIDNIGHT
      CANDLE COMPANY(Name
      of small business issuer in its charter)Nevada
                            20-1763307(State
      or other jurisdiction of incorporation or organization)
                            (I.R.S.
      employer identification number)79013
      Bayside Court
                              Indio,
      CA
                            92203(Address
      of principal executive offices)
                            (Zip
      code)Issuer’s
      telephone number: (760) 772-1872Securities
      Registered Pursuant to Section 12(b) of the Act:Title
      of each class
                            Name
      of each exchange on which registeredNone
                            NoneSecurities
      Registered Pursuant to Section 12(g) of the Act:None(Title
      of class)(Title
      of
class)












Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
[   ]   No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [X]   No
[   ]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]   No [   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not 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-K or any
amendment to this Form 10-K.  [   ]





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
[X]   No [   ]





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the most recent price at which the
common equity was sold: $23,000 as of March 31,
2009.





The
number of shares outstanding of each of the issuer's classes of common equity,
as of March 31, 2009 was 156,900,000.





DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The
listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1990).





None.





Transitional
Small Business Disclosure Format (Check one): Yes [   ] No
[X]











2


MIDNIGHT
CANDLE COMPANY


FORM
10-K


For the
year ended December 31, 2008





TABLE
OF CONTENTS








PART I
              4DESCRIPTION OF BUSINESS
              4RISK FACTORS
              6UNRESOLVED STAFF COMMENTS
              8PROPERTIES
              8LEGAL PROCEEDINGS
              9SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
              9PART II
              9MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON
STOCK
              9MANAGEMENT’S DISCUSSION AND PLAN OF
      OPERATIONS
              10FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
              12CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS
              28CONTROLS AND PROCEDURES
              28OTHER INFORMATION
              29PART III
              30DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
              30EXECUTIVE COMPENSATION
              32SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT
              32CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE
              33PRINCIPAL ACCOUNTING FEES AND
    SERVICES
              33EXHIBITS
              33SIGNATURES
              34

















3


FORWARD
LOOKING STATEMENTS





This
Annual Report contains forward-looking statements about our business, financial
condition and prospects that reflect our 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 assumptions should prove incorrect, or if any
of the risks and uncertainties, underlying such expectations should materialize;
our 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 its 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 Report, words such as,  "believes,"  "expects,"
"intends,"  "plans,"  "anticipates,"  "estimates"and similar
expressions are intended to identify and qualify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.





PART I





DESCRIPTION OF BUSINESS





Business
Development and Summary





Midnight
Candle Company was incorporated in the State of Nevada on September 24,
2004.





Our
administrative office is located at 79013 Bayside Court, Indio, California
92203, telephone (760) 772-1872.





MIDC's
fiscal year end is December 31.





Business
of Issuer





Principal
Products and Principal Markets





Our
business objective is to market scented candles to consumers and businesses.
 However, it is the opinion of our management that our target market and
likely purchaser of our products will primarily be female.  They believe
that women, as opposed to men, favor candles for their fragrance and decorative
nature.  As a result, we offer candles in a variety of sizes, styles,
colors and fragrances.  We do not manufacture any products.  All
products are purchased from third-party suppliers or manufacturers.  The
primary products we stock generally include the following candle
types:




1.
            Jar
      Candles - scented candles in decorative glass
  jars,





2.
            Pillar
      Candles - tall upright candles and





3.
            Tea
      Lights - small candles contained in plastic or metallic
    cups.





In
September of 2007, we purchased additional inventory of candles from Discount
Candle Shop and made them available for sale on our website.  To date,
we have recognized sales of $464, net of allowances, attributable to the candles
we purchased since February of 2006.  We do not have any agreements to
sell our candles on a recurring basis and are unable to predict the stability
of, or assure that we will continue to generate, revenues.





Distribution
Methods of the Products and Services





The
Internet lends itself well to the distribution of candles and candle-related
merchandise due to its ability to provide pictures, information and purchasing
capabilities direct to the consumer, at his or her leisure. We have published a
website at http://www.midnightcandleco.com, which serves as the sole method
through which we market, sell and distribute the products we have for
sale.  The site, although published and fully functional, is
minimalist in nature.  We believe that to attract purchasers, we
should make aesthetic changes to our website.  However, as of December
31, 2007, we had insufficient cash on hand to pay for web development
services.  We believe that unless we are able to improve the “look and
feel” of our Internet presence, we will be unable to attract
purchasers.






4


We expect
to use general parcel services as our distribution methods to fulfill customer
orders.  Such services include, without limitation, United Parcel Service,
DHL and Federal Express.





Industry
Background and Competition





We
operate in the scented candle segment of the giftware industry.
 Significantly, all of our competitors have longer operating histories, and
established manufacturing or supply chain systems, as well greater financial,
management, sales, marketing and other resources than we do.





The
candle market overall is highly fragmented.  Competitors range from
multi-national entities to retailers serving a limited geographical region.
 Premium market candle manufacturers include Colonial Candles, owned by
Blyth Industries, Inc., which also owns PartyLite, and A.I. Root and Village
Candle.  Midnight Candle's retail store competitors include The White Barn
Candle Company, which is owned by Limited Brands, Inc., as well as Wicks n'
Sticks and Candleman.  Other retail competition includes specialty candle
stores, as well as gift retailers.





Midnight
Candle Company competes generally for the disposable income of consumers with
other producers in the giftware industry.  The giftware industry is highly
competitive with a large number of both large and small participants.  The
products we sell compete with other scented and unscented candle products and
with other gifts within a comparable price range, like boxes of candy, flowers,
wine, fine soap and related merchandise.  Our competitors distribute their
products through independent gift retailers, department stores, mass-market
stores and mail order houses.  We are a small company with limited capital
resources, minimal saleable inventory and negative cash flows.  As
such, we currently compete unfavorably in the general marketplace.  Unless
we find a way to increase our revenue generating ability, we will not be able to
continue as a going concern.





Sources
and availability of raw materials and the names of principal
suppliers





We do not
procure any raw materials, nor do we produce any of the candles or
candle-related products we sell.  We have purchased our salable inventory
from The Candle Factory and Discount Candle Shop.  We have no other
suppliers or distributors from which we expect to order additional
inventory.





Need
for Government Approval of Principal Products





While we
believe we are and will be in substantial compliance with the laws and
regulations which regulate our business, and that we possess all the licenses
required in the conduct of our business, the failure to comply with any of those
laws or regulations, or the imposition of new laws or regulations could
negatively impact our proposed business.





Effect
of Existing or Probable Governmental Regulations





We are
not currently subject to direct federal, state or local regulation other than
regulations applicable to businesses generally or directly applicable to
retailing or electronic commerce.  We do not currently provide
individual personal information regarding our users to third parties and we
currently do not identify registered users by age, nor do we expect to do so in
the foreseeable future.  The adoption of additional privacy or
consumer protection laws could create uncertainty in Web usage and reduce the
demand for our products and services or require us to redesign our web
site.





Number
of total employees and number of full time employees





Midnight
Candle Company is currently in the development stage.  During the
development stage, we plan to rely exclusively on the services of our officers
and sole director to set up our business operations.  Our two officers are
involved in MIDC business on a part-time basis only and are prepared to dedicate
additional time, as needed.  At this time, there are no other full- or
part-time employees.  We do not expect to hire any additional employees
over the next 12 months.





Reports
to Security Holders





1.
            We
      will furnish shareholders with annual financial reports certified by our
      independent registered public
accountants.





2.
            We
      are a reporting issuer with the Securities and Exchange
      Commission.  We file periodic reports, which are required in
      accordance with Section 15(d) of the Securities Act of 1933, with the
      Securities and Exchange Commission to maintain the fully reporting
      status.





3.
            The
      public may read and copy any materials we file with the SEC at the SEC's
      Public Reference Room at 100 F Street, N.E., Washington, D.C.
      20002.  The public may obtain information on the operation of
      the Public Reference Room by calling the SEC at
      1-800-SEC-0330.  Our SEC filings will be available on the SEC
      Internet site, located at
http://www.sec.gov.







5





RISK FACTORS





Our
officers and directors work for us on a part-time basis.  As a result,
we may be unable to develop our business and manage our public reporting
requirements.





Our
operations depend on the efforts of Helen Cary, our President and director, and
Patrick Deparini, our Secretary and Treasurer.  Both Mrs. Cary and Mr.
Deparini are involved in other business opportunities and may face a conflict in
selecting between MIDC and their other business interests.  We have
not formulated a policy for the resolution of such conflicts.  If we
lose either or both Mrs. Cary and Mr. Deparini to other pursuits without a
sufficient warning we may, consequently, go out of business.





Investors
may lose their entire investment if we are unable to continue as a going
concern.





Midnight
Candle Company was formed in September 2004.  We have no demonstrable
operations record, on which you can evaluate our business and
prospects.  Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development.  These risks include, without
limitation, competition, the absence of ongoing revenue streams, inexperienced
management and lack of brand recognition.  Midnight Candle Company
cannot guarantee that we will be successful in executing our proposed golf
merchandising business.  If we fail to implement and create a base of
operations for our proposed business, we may be forced to cease operations, in
which case investors may lose their entire investment.





We
may not be able to attain profitability without additional funding, which may be
unavailable.





We have
limited capital resources.  To date, we have not generated positive
cash inflows from our operations.  Unless we begin to generate
sufficient revenues from our proposed business objective of selling a variety of
golf merchandise to finance operations as a going concern, we may experience
liquidity and solvency problems.  Such liquidity and solvency problems
may force us to go out of business if additional financing is not
available.  We have no intention of liquidating.  In the
event our cash resources are insufficient to continue operations, we intend to
raise addition capital through offerings and sales of equity or debt
securities.  In the event we are unable to raise sufficient funds, we
will be forced to go out of business and will be forced to
liquidate.  A possibility of such outcome presents a risk of complete
loss of investment in our common stock.





Because
of competitive pressures from competitors with more resources, Midnight Candle
Company may fail to implement its business model profitably.





Midnight
Candle Company operates in the candle business, which is a highly competitive
market segment with relatively low barriers to entry.  Our competitors
include larger and more established companies.  To the best of our
management's knowledge, some of our competitors include Colonial Candles, owned
by Blyth Industries, Inc. and A.I. Root and Village Candle.  Generally, our
actual and potential competitors have longer operating histories, significantly
greater financial and marketing resources, as well as greater name recognition.
 Therefore, many of these competitors may be able to devote greater
resources than MIDC to sales and marketing efforts, expanding their chain of
distribution and hiring and retaining key employees.  There can be no
assurance that our current or potential competitors will not develop or offer
comparable or superior products to those expected to be offered by us.
 Increased competition could result in lower than expected operating
margins or loss of market share, any of which would materially and adversely
affect our business, results of operation and financial condition.





Control
by Current Management May Impede the Ability of Minority Shareholders to
Exercise Control over Midnight Candle Company





Currently,
the president and CEO directly owns or controls 150,000,000 shares of common
stock in Midnight Candle Company, which is 96% of the common stock
outstanding.  As a result, the president and CEO of MIDC could
exercise control over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate
transactions.  This concentration of ownership limits the power to
exercise control by the minority shareholders.





6


Failure
by us to respond to changes in consumer preferences could result in lack of
sales revenues and may force us out of business.





Any
change in the preferences of consumers that we fail to anticipate could reduce
the demand for the candle-related products we provide.  Decisions
about our focus and the specific products we plan to carry in inventory often
are made in advance of distribution, and thus, consumers acquiring
them.  Failure to anticipate and respond to changes in consumer
preferences and demands could lead to, among other things, customer
dissatisfaction, failure to attract demand for our products, excess or obsolete
inventories and lower profit margins.





We
may be unable to obtain sufficient quantities of quality merchandise on
acceptable commercial terms because we do not have long-term distribution and
manufacturing agreements.





We intend
to rely primarily on product manufacturers and third-party distributors to
supply the products we plan to offer.  Our business would be seriously
harmed if we were unable to develop and maintain relationships with suppliers
and distributors that allow us to obtain sufficient quantities of quality
merchandise on acceptable terms.  Additionally, we may be unable to
establish alternative sources of supply for our products to ensure delivery of
merchandise in a timely and efficient manner or on terms acceptable to
us.  If we cannot obtain and stock our products at acceptable prices
and on a timely basis, we may lose sales and our potential customers may take
their purchases elsewhere.  Further, an increase in supply costs could
cause our operating losses to increase beyond current expectations.





Our
revenue and gross margin could suffer if we fail to manage our inventory
properly.





Our
business depends on our ability to anticipate our needs for our products and
suppliers’ ability to deliver sufficient quantities of products at reasonable
prices on a timely basis.  Given that we are in the development stage,
we may be unable to accurately anticipate demand and manage inventory levels
that could seriously harm us.  If predicted demand is substantially
greater than consumer purchases, there will be excess inventory.  In
order to secure inventory, we may make advance payments to suppliers, or we may
enter into non-cancelable commitments with vendors.  If we fail to
anticipate customer demand properly, a temporary oversupply could result in
excess or obsolete inventory, which could adversely affect our gross
margin.





Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  As defined in Exchange Act Rule
13a-15(f), internal control over financial reporting is a process designed by,
or under the supervision of, the principal executive and principal financial
officer and effected by the 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 generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) 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.  Our internal controls
may be inadequate or ineffective, which could cause our financial reporting to
be unreliable and lead to misinformation being disseminated to the
public.  Investors relying upon this misinformation may make an
uninformed investment decision.





The
costs and expenses of SEC reporting and compliance may inhibit our
operations.





After the
effectiveness of this registration statement, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as
amended.  The costs of complying with such requirements may be
substantial.  In the event we are unable to establish a base of
operations that generates sufficient cash flows or cannot obtain additional
equity or debt financing, the costs of maintaining our status as a reporting
entity may inhibit out ability to continue our operations.











7


Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:





1.
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;





2.
            Disclose
      certain price information about the
stock;





3.
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;





4.
            Send
      monthly statements to customers with market and price information about
      the penny stock; and





5.
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.




FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability! to buy and sell our stock and have an
adverse effect on the market for our shares.





UNRESOLVED STAFF COMMENTS





None.





PROPERTIES





We use
office space at 79013 Bayside Court, Indio, CA 92203.  Ms. Helen C. Cary,
the sole director and an officer, is providing the office space at no charge to
us.  We believe that this arrangement is suitable given that our current
operations are primarily administrative.  We also believe that we will
not need to lease additional administrative offices for at least the next 12
months.  There are currently no proposed programs for the renovation,
improvement or development of the facilities we currently use.





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.











8


LEGAL PROCEEDINGS





No
Director, officer, significant employee, or consultant of Midnight Candle
Company has been convicted in a criminal proceeding, exclusive of traffic
violations.





No
Director, officer, significant employee, or consultant of Midnight Candle
Company has been permanently or temporarily enjoined, barred, suspended, or
otherwise limited from involvement in any type of business, securities or
banking activities.





No
Director, officer, significant employee, or consultant of Midnight Candle
Company has been convicted of violating a federal or state securities or
commodities law.





Midnight
Candle Company is not a party to any pending legal proceedings.





No
director, officer, significant employee or consultant of Midnight Candle Company
has had any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.





SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





PART II





MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS MARKET INFORMATION FOR COMMON STOCK





Market
information





Our
common equity is currently listed on the OTC Bulletin Board under the symbol
"MIDC."  As of December 31, 2008, no public market in our common stock
had developed and there can be no assurance that a meaningful trading market
will subsequently develop.  We make no representation about the value
of our common stock.





Holders





As of
December 31, 2008, Midnight Candle Company has 156,900,000 shares of $0.001 par
value common stock issued and outstanding held by 24 shareholders of
record.  Midnight Candle Company's Transfer Agent
is:  Holladay  Stock Transfer, Inc., 2939 N. 67th Place,
Suite C, Scottsdale, AZ 85251, and phone: (480) 481-3940, fax: (480)
481-3941.





Dividends





Midnight
Candle Company has never declared or paid any cash dividends on its common
stock.  For the foreseeable future, Midnight Candle Company intends to
retain any earnings to finance the development and expansion of its business,
and it does 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 Midnight Candle Company’s financial condition and results
of operations, capital requirements, contractual restrictions, business
prospects and other factors that the board of directors considers
relevant.





Recent
Sales of Unregistered Securities





Sales
conducted under an exemption from registration provided under Section
4(2).





In
November 2004, Midnight Candle Company issued 5,000,000 shares of its Common
Stock as founders' shares to Helen C. Cary, an officer and the sole director of
MIDC, at par ($0.001 per share) for cash of $5,000.





We
believe that the transaction delineated above is exempt from the registration
provisions of Section 5 of the Securities Act as such exemption is provided
under Section 4(2) because:





1.
            This
      issuance did not involve underwriters, underwriting discounts or
      commissions;





2.
            Restrictive
      legends are placed on all certificates
issued;







9





3.
            The
      distribution did not involve general solicitation or advertising;
      and





4.
            The
      distribution was made only to insiders, accredited investors or investors
      who were sophisticated enough to evaluate the risks of the
      investment.  All sophisticated investors were given access to
      all information about our business and the opportunity to ask questions
      and receive answers about our business from our management prior to making
      any investment decision.





Recent
Private Placement





In June
2005, we completed an offering of our common stock to a group of private
investors.  We issued 230,000 shares of $0.001 par value common stock
for cash at $0.10 per share.  The offering (a) involved no general
solicitation, (b) involved less than thirty-five non-accredited purchasers, and
(c) relied on a detailed disclosure document to communicate to the investors all
material facts about Midnight Candle Company, including an audited balance sheet
and reviewed statements of income, changes in stockholders’ equity and cash
flows.  Thus, we believe that the offering was exempt from
registration under Regulation D, Rule 505 of the Securities Act of 1933, as
amended.





MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS





Forward-Looking
Statements





The
statements contained in all parts of this document that are not historical facts
are, or may be deemed to be, "forward-looking statements" within the meaning
of  Section 27A of  the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934.  Such forward-looking
statements include, but are not limited to, those relating to the following: the
Company's ability to secure necessary financing; plans for opening one or more
restaurant units (including the scope, timing, impact and effects thereof);
expected growth; future operating expenses; future margins; fluctuations in
interest rates; ability to continue to grow and  implement growth, and
regarding future growth, cash needs, operations, business plans and financial
results and any other statements that are not historical facts.





When used
in this document, the words "anticipate," "estimate," "expect," "may," "plans,"
"project," and similar expressions are intended to be among the statements that
identify forward-looking statements.  Midnight Candle’s results may
differ significantly from the results discussed in the forward-looking
statements.  Such statements involve risks and uncertainties,
including, but not limited to, those relating to costs, delays and difficulties
related to the Company’s dependence on its ability to attract and retain skilled
managers and other personnel; the uncertainty of the Company's ability to manage
and continue its growth and implement its business strategy; its vulnerability
to general economic conditions; accuracy of accounting and other estimates; the
Company's future financial and operating results, cash needs and demand for
services; and the Company's ability to maintain and comply with permits and
licenses; as well as other risk factors described in this Annual Report. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those
projected.





Management’s
Discussion and Analysis





We were
incorporated in the State of Nevada on September 24, 2004.  During the
year ended December 31, 2008, we did not generate any revenues, nor did we incur
any cost of goods sold and shipping charges.  During the year ended
December 31, 2007, we realized $49 from sales of our candle
merchandise.  From the date of our inception to December 31, 2008, we
generated an aggregate of $464 in revenues from sales of our
candles.  After accounting for cost of sales in the amount of $273 and
shipping costs of $95, we realized a gross profit of $96 from the period from
our inception through December 31, 2008.  We do not have any long-term
agreements to supply our candles to any one customer.  As a result, we are
unable to predict the stability of, and ability to continue to generate, ongoing
revenues.





In the
year ended December 31, 2008, we incurred operating expenses in our continued
pursuit of our candle business in the amount of $10,620, consisting of $8,889 in
professional fees and general and administrative expenses in the amount of
$1,731.  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 period ended December 31,
2007, total operating expenses were $6,928, of which $6,121 are attributable to
professional fees and $807 to general and administrative
expenses.  Aggregate operating expenses from our inception through
December 31, 2008 were $47,407, of which $32,225 is attributable to professional
fees and $15,182 in general and administrative expenses related to the execution
of our business plan.  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.




10





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 year ended December 31, 2008 was $10,620, compared to $6,879 in the
year ended December 31, 2007.  After accounting for interest income of
$1, our net loss since the date of our inception on September 24, 2004 through
December 31, 2008 was $47,310.  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.





Our
management believes that our cash on hand as of December 31, 2008 in the amount
of $272 is not sufficient to maintain our current minimal level of operations
for the next approximately 12 months.  We currently owe $1,110 in
accounts payable to vendors and service providers and we have notes payable
aggregating $18,532 (of which $15,000 is due to a related party) as of December
31, 2008.  Our liabilities greatly exceed our current assets of $832
by nearly 24-to-1.  As such, we are in a precarious financial position
and may be unable to maintain our operations through the fiscal year ended
December 31, 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 $12,000 in revenues over the next 12 months in order for us to
support ongoing operations.  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 also obtained $3,532
in loans from a third party, non-related entity to cover daily operating
expenditures.  Additionally, our president and sole director, Ms.
Cary, has loaned us an aggregate of $15,000 through December 31, 2008 to sustain
our minimal operations and meet financial obligations.  We cannot
assure you that any financing can be obtained or, if obtained, that it will be
on reasonable terms.  In the event we are unable to obtain further
funding, we will be unable to conduct further operations and, consequently, go
out of business.  Without realization of additional capital, it would
be unlikely for us to continue as a going concern.





Our
management does not anticipate the need to hire additional full- or part- time
employees over the next 12 months, as the services provided by our current
officers and directors appear sufficient at this time.  Our officers
and directors work for us on a part-time basis, and are prepared to devote
additional time, as necessary.  We do not expect to hire any
additional employees over the next 12 months.





No
development related expenses have been or will be paid to our
affiliates.





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 have
not paid for expenses on behalf of our directors.  Additionally, we
believe that this fact shall not materially change.





We
currently do not have any material contracts and or affiliations with third
parties.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.











11


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
following documents (pages F-1 to F-12) form part of the report on the Financial
Statements





PAGEReport of Independent Registered Public Accounting
      Firm
                F-1Balance Sheets
                F-3Statements of Operations
                F-4Statements of Stockholders’ (Deficit)
                F-5Statements of Cash Flows
                F-6Footnotes
                F-7




























12






































MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


FINANCIAL
STATEMENTS


DECEMBER
31, 2008 AND 2007





















































13


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


INDEX
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 AND 2007














Page(s)Report of Independent Registered Public Accounting
      Firm
              1Financial
      Statements:Balance Sheets as of December 31, 2008 and
    2007
              2Statements of Operations for the years ended December 31,
      2008and 2007 and for the period September 24,
    2004(Inception) through December 31, 2008 withCumulative Totals Since Inception
              3Statement of Changes in Stockholder’s(Deficit) for the Period September 24, 2004
      (Inception)through December 31, 2008
              4Statements of Cash Flows for the years ended December 31,
      2008and 2007 and for the Period September 24, 2004
      (Inception)through December 31, 2008 with Cumulative Totals Since
      Inception
              5Notes to the Financial Statements
              6-14


























14


BAGELL,
JOSEPHS, LEVINE & COMPANY, L.L.C.


Certified
Public Accountants


406
Lippincott Drive


Suite
J


Marlton,
New Jersey 08053


(856)
355-5900  Fax (856) 396-0022





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Stockholder


Midnight
Candle Company


Indio,
California





We have
audited the accompanying balance sheets of Midnight Candle Company, a
development stage company (the “Company”) as of December 31, 2008 and 2007, and
the related statements of operations, changes in stockholder’s deficit, and cash
flows for each of the years in the two-year period ended December 31, 2008 and
the cumulative totals since the Company’s inception, September 24, 2004. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
controls over financial reporting. Our audit included consideration of internal
controls over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 Midnight Candle Company as of
December 31, 2008 and 2007, and the results of its operations, and cash flows
for each of the years in the two-year period ended December 31, 2008 and 2007
and cumulative totals since the Company’s inception, September 24, 2004, in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 7 to the financial
statements, the Company has just begun operations, and is currently developing
their business. They have incurred losses since inception and will be looking to
raise capital over the next year to assist in funding their operations. These
factors raise substantial doubt about its ability to continue as a going
concern.  Management’s operating and financing plans in regards to
these matters are also discussed in Note 7.  The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.





/s/
Bagell Josephs Levine & Company, L.L.C.


Bagell
Josephs Levine & Company, L.L.C.


Marlton,
New Jersey


March 30,
2009











F1


15


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS


DECEMBER
31, 2008 AND 2007





ASSETS2008
                  
                  
                  2007Current
      Assets:Cash
      and cash equivalents
                  
                  $
                  272
                  
                  
                  $
                  1,250Accounts
      receivable
                  
                  
                  122
                  
                  
                  
                  122Inventory
                  
                  
                  438
                  
                  
                  
                  438Total
      Current Assets
                  
                  
                  832
                  
                  
                  
                  1,810TOTAL
      ASSETS
                  
                  $
                  832
                  
                  
                  $
                  1,810LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT)LIABILITYCurrent
      Liabilities:Accounts
      payable
                  
                  $
                  1,110
                  
                  
                  $
                  -Notes
      payable
                  
                  
                  3,532
                  
                  
                  
                  -Notes
      payable – related party
                  
                  
                  15,000
                  
                  
                  
                  10,000Total
      Current Liabilities
                  
                  
                  19,642
                  
                  
                  
                  10,000Total
      Liabilities
                  
                  
                  19,642
                  
                  
                  
                  10,000STOCKHOLDERS’
      (DEFICIT)Common
      stock, $0.001 par value, 200,000,000 sharesauthorized,
      156,900,000 shares issued and outstanding
                  
                  
                  156,900
                  
                  
                  
                  156,900Additional
      paid-in capital
                  
                  
                  (128,400
                  )
                  
                  
                  (128,400
                  )(Deficit)
      accumulated during development stage
                  
                  
                  (47,310
                  )
                  
                  
                  (36,690
                  )Total
      Stockholders’ (Deficit)
                  
                  
                  (18,810
                  )
                  
                  
                  (8,190
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
                  
                  $
                  832
                  
                  
                  $
                  1,810














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











F2


16


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007


AND
FOR THE PERIOD SEPTEMBER 24, 2004 (INCEPTION) THROUGH DECEMBER 31,
2008


(WITH
CUMULATIVE TOTALS SINCE INCEPTION)





Cumulative
      TotalsSeptember
      24, 2004 (Inception)2008
                  
                  
                  2007
                  
                  
                  through
      December 31, 2008OPERATING
      REVENUESSales,
      net of allowance
                  
                  $
                  -
                  
                  
                  $
                  49
                  
                  
                  $
                  464Cost
      of sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  273Freight
      in
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  95GROSS
      PROFIT
                  
                  
                  -
                  
                  
                  
                  49
                  
                  
                  
                  96OPERATING
      EXPENSESProfessional
      fees
                  
                  
                  8,889
                  
                  
                  
                  6,121
                  
                  
                  
                  32,225General
      and administrative expenses
                  
                  
                  1,731
                  
                  
                  
                  807
                  
                  
                  
                  15,182Total Operating
      Expenses
                  
                  
                  10,620
                  
                  
                  
                  6,928
                  
                  
                  
                  47,407LOSS
      BEFORE OTHER INCOME
                  
                  
                  (10,620
                  )
                  
                  
                  (6,879
                  )
                  
                  
                  (47,311
                  )OTHER
      (INCOME)Interest
      (income)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1
                  )Total Other
      (Income)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1
                  )(LOSS)
      BEFORE PROVISION FOR INCOME TAXES
                  
                  
                  (10,620
                  )
                  
                  
                  (6,879
                  )
                  
                  
                  (47,310
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      (LOSS) APPLICABLE TO COMMON SHARES
                  
                  $
                  (10,620
                  )
                  
                  $
                  (6,879
                  )
                  
                  $
                  (47,310
                  )WEIGHTED
      AVERAGE COMMON SHARESOUTSTANDING
                  
                  
                  156,900,000
                  
                  
                  
                  156,900,000LOSS
      PER BASIC COMMON SHARES OUTSTANDING
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )














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











F3


17


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS OF STOCKHOLDERS’ (DEFICIT)


FOR
THE PERIOD SEPTEMBER 24, 2004 (INCEPTION)


THROUGH
DECEMBER 31, 2008





(Deficit)AccumulatedAdditional
                  
                  
                  During
      theCommon
      Stock
                  
                  
                  Paid-in
                  
                  
                  DevelopmentDescription
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  TotalBalance,
      September 24, 2004
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Issuances
      of shares for cash
                  
                  
                  150,000,000
                  
                  
                  
                  150,000
                  
                  
                  
                  (145,000
                  )
                  
                  
                  -
                  
                  
                  
                  5,000Net
      loss for the period September 24, 2004(inception)
      through December 31, 2004
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (5,113
                  )
                  
                  
                  (5,113
                  )Balance,
      December 31, 2004
                  
                  
                  150,000,000
                  
                  
                  
                  150,000
                  
                  
                  
                  (145,000
                  )
                  
                  
                  (5,113
                  )
                  
                  
                  (113
                  )Issuances
      of shares for cash
                  
                  
                  6,900,000
                  
                  
                  
                  6,900
                  
                  
                  
                  16,100
                  
                  
                  
                  -
                  
                  
                  
                  23,000Forgiveness
      of note payable by officer
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  500Net
      loss for the year ended December 31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,081
                  )
                  
                  
                  (10,081
                  )Balance,
      December 31, 2005
                  
                  
                  156,900,000
                  
                  
                  
                  156,900
                  
                  
                  
                  (128,400
                  )
                  
                  
                  (15,194
                  )
                  
                  
                  13,306Net
      loss for the year ended December 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (14,617
                  )
                  
                  
                  (14,617
                  )Balance,
      December 31, 2006
                  
                  
                  156,900,000
                  
                  
                  
                  156,900
                  
                  
                  
                  (128,400
                  )
                  
                  
                  (29,811
                  )
                  
                  
                  (1,311
                  )Net
      loss for the year ended December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,879
                  )
                  
                  
                  (6,879
                  )Balance,
      December 31, 2007
                  
                  
                  156,900,000
                  
                  
                  
                  156,900
                  
                  
                  
                  (128,400
                  )
                  
                  
                  (36,690
                  )
                  
                  
                  (8,190
                  )Net
      loss for the year ended December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,620
                  )
                  
                  
                  (10,620
                  )Balance,
      December 31, 2008
                  
                  
                  156,900,000
                  
                  
                  $
                  156,900
                  
                  
                  $
                  (128,400
                  )
                  
                  $
                  (47,310
                  )
                  
                  $
                  (18,810
                  )














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











F4


18


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007


AND
FOR THE PERIOD SEPTEMBER 24, 2004 (INCEPTION) THROUGH DECEMBER 31,
2008


(WITH
CUMULATIVE TOTALS SINCE INCEPTION)





Cumulative
      TotalsSeptember
      24, 2004 (Inception)2008
                
                
                2007
                
                
                through
      December 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
                
                $
                (10,620
                )
                
                $
                (6,879
                )
                
                $
                (47,310
                )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activities:Changes
      in assets and liabilitiesIncrease
      in accounts receivable
                
                
                -
                
                
                
                -
                
                
                
                (122
                )Increase
      in inventory
                
                
                -
                
                
                
                (302
                )
                
                
                (438
                )Increase
      (decrease) in accounts payable
                
                
                1,110
                
                
                
                (2,817
                )
                
                
                1,110Total
      adjustments
                
                
                1,110
                
                
                
                (3,119
                )
                
                
                550Net
      cash (used in) operating activities
                
                
                (9,510
                )
                
                
                (9,998
                )
                
                
                (46,760
                )CASH
      FLOWS FROM INVESTING ACTIVITIESIssuance
      of common stock
                
                
                -
                
                
                
                -
                
                
                
                28,500Proceeds
      from note payable
                
                
                3,532
                
                
                
                -
                
                
                
                3,532Proceeds
      from note payable – related party
                
                
                5,000
                
                
                
                10,000
                
                
                
                15,000Net
      cash provided by financing activities
                
                
                8,532
                
                
                
                10,000
                
                
                
                47,032NET
      INCREASE (DECREASE) INCASH
      AND CASH EQUIVALENTS
                
                
                (978
                )
                
                
                2
                
                
                
                272CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF YEAR
                
                
                1,250
                
                
                
                1,248
                
                
                
                -CASH
      AND CASH EQUIVALENTS – END OF YEAR
                
                $
                272
                
                
                $
                1,250
                
                
                $
                272SUPPLEMENTAL
      CASH FLOWS INFORMATION:During
      the year and period, cash was paid for the following:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -SUPPLEMENTAL
      DISCLOSURE OF NON-CASHINFORMATION:Forgiveness
      of note payable converted to equity
                
                $
                -
                
                
                $
                -
                
                
                $
                500











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











F5


19


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007







NOTE
1
-              ORGANIZATION AND BASIS OF
PRESENTATION





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.





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 and
$100,000 as of December 31, 2008 and 2007, respectively.  At December
31, 2008 and 2007, there were no uninsured balances.





























F6


20


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007







NOTE
2
-              SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





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.

































































F7


21


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007





NOTE
2
-              SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





Fair Value of Financial
Instruments





The
Company’s financial instruments are all carried at amounts that approximate
their estimated fair value as of December 31, 2008 and 2007.





Income
Taxes





The
provision for income taxes includes the tax effects of transactions reported in
the financial statements. Deferred taxes would be recognized for differences
between the basis for assets and liabilities for financial statement and income
tax purposes. The major difference relate to the net operating loss carry
forwards generated by sustaining deficits during the development
stage.





Advertising
Costs





Advertising
and promotions costs are expensed as incurred. The Company incurred no such
expenses since inception.





Recent Accounting
Pronouncements





ShareBased
Payments





In
December 2004, the FASB issued Financial Accounting Standards No. 123 (revised
2004) (FAS 123R), “Share-Based Payment, “FAS 123R replaces FAS No. 123,
“Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25,
“Accounting for Stock Issued to Employees.” FAS 123R requires compensation
expense, measured as the fair value at the grant date, related to share-based
payment transactions to be recognized in the financial statements over the
period that an employee provides service in exchange for the award. The Company
intends to adopt FAS 123R using the “modified prospective” transition method as
defined in FAS 123R. Under the modified prospective method, companies are
required to record compensation cost prospectively for the unvested portion, as
of the date of adoption, of previously issued and outstanding awards over the
remaining vesting period of such awards. FAS 123R is effective January 1, 2006.
The adoption for FAS 123R did not have a material impact on its financial
position and results of operations.














F8


22


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007





NOTE
      2 -
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)





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 is not expected to have a material impact on the Company’s
financial statements.





In
September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans”, which amends SFAS No. 87
“Employers’ Accounting for Pensions” (SFAS No. 87), SFAS No. 88 “Employers’
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits” (SFAS No. 88), SFAS No. 106 “Employers’ Accounting for
Postretirement Benefits Other Than Pensions” (SFAS No. 106), and SFAS No. 132R
“Employers’ Disclosure about Pensions and Other Postretirement Benefits (revised
2003)” (SFAS No. 132R). This Statement requires companies to recognize an asset
or liability for the overfunded or underfunded status of their benefit plans in
their financial statements. SFAS No. 158 also requires the measurement date for
plan assets and liabilities to coincide with the sponsor’s year-end. The
standard provides two transition alternatives related to the change in
measurement date provisions. The recognition of an asset and liability related
to the funded status provision is effective for fiscal year ending after
December 15, 2006 and the change in measurement date provisions is effective for
fiscal years ending after December 15, 2008. This pronouncement has no effect on
the Company at this time.





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.











F9


23


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007





NOTE
2
-              SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





In December 2007, the FASB
issued SFAS No. 160, “Noncontrolling Interest in Consolidated Financial
Statements” (“SFAS No. 160”). SFAS No. 160,This Statement amends ARB 51
to establish accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. Before this Statement was issued, limited guidance existed
for reporting noncontrolling interests. As a result, considerable diversity in
practice existed. So-called minority interests were reported in the consolidated
statement of financial position as liabilities or in the mezzanine section
between liabilities and equity. This Statement improves comparability by
eliminating that diversity. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Earlier adoption is prohibited. The Company is currently assessing the
impact that SFAS No. 160 will have on its financial statements.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities: an amendment of FASB Statement No. 133"
("SFAS No. 161"). SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities. The Company is reviewing the
provisions of SFAS No. 161, which is effective the first quarter of fiscal
2010, and currently does not anticipate that this new accounting standard will
have an impact on the financial statements.





In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (SFAS No. 162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting principles used in the
preparation of financial statements.  SFAS No. 162 is effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles". The implementation of this
standard will not have a material impact on Company’s financial
statements.


























F10


24


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007





NOTE
3
-              Net (Loss) Per Share of
Common Stock





The
following table sets forth the computation of basic and diluted earnings per
share for the year ended December 31, 2008 and for the period September 24, 2004
(Inception) through December 31, 2008:





2008
                  
                  
                  2007Net
      Loss
                  
                  
                  (10,620
                  )
                  
                  
                  (6,879
                  )Weighted
      average common sharesoutstanding
      (Basic)
                  
                  
                  156,900,000
                  
                  
                  
                  156,900,000OptionsWarrantsWeighted
      average common sharesoutstanding
      (Diluted)
                  
                  
                  156,900,000
                  
                  
                  
                  156,900,000





There are
no common stock equivalents outstanding at December 31, 2008 and
2007.





Historical
net (loss) per common share is computed using the weighted average number of
common shares outstanding. Diluted earnings per share (EPS) include additional
dilution from common stock equivalents, such as stock issuable pursuant to the
exercise of stock options and warrants.





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.


























F11


25


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007





NOTE
4
-              NOTES
PAYABLE





Represents
three unsecured loans, $2,282 from a non-affiliated third party and two for $750
and $500 from another non-affiliated third party that loans the Company money on
an as-needed basis. The notes are due on demand and bear no
interest.





NOTE
5
-             NOTES PAYABLE – RELATED
PARTY





Represents
three unsecured notes 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 April 20, 2008, without interest,
and is currently in default.





NOTE
6
-             STOCKHOLDERS’
EQUITY





On
September 24, 2004 the Company was formed with one class of common stock, par
value $.001. The Company was originally authorized to issue up to 100,000,000
shares of common stock.  On May 14, 2008, the Company amended its
articles of incorporation to authorize the issuance of up to 200,000,000 shares
of common stock, par value $0.001.





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
December 31, 2008, there were no additional issuances of common
stock.


























F12








26


MIDNIGHT
CANDLE COMPANY


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 and 2007





NOTE
7
-              GOING
CONCERN





As shown
in the accompanying financial statements, as is typical of companies going
through the development stage, the Company incurred losses since inception. 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.





NOTE
8
-             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
December 31, 2008 and 2007, deferred tax assets consist of the
following:





2008
                
                
                2007Deferred
      tax assets
                
                $
                14,193
                
                
                $
                11,007Less:  valuation
      allowance
                
                
                (14,193
                )
                
                
                (11,007
                )Net
      deferred tax assets
                
                $
                -
                
                
                $
                -





At
December 31, 2008 and 2007, the Company had accumulated deficits during the
development stage of $47,310 and $36,690 available to offset future taxable
income through 2020. The Company established valuation on 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.














F13








27


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS





None.





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.





28


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.





OTHER INFORMATION





None.























29


PART III





DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Midnight
Candle Company's Directors are elected by the stockholders to a term of one (1)
year and serve until their successors are elected and qualified.  The
officers are appointed by the Board of Directors to a term of one (1) year and
serves until his/her successor is duly elected and qualified, or until he/she is
removed from office.  The Board of Directors has no nominating,
auditing, or compensation committees.





The names
and ages of our directors and executive officers and their positions are as
follows:





Name
                
                Age
                
                PositionHelen
      C. Cary
                
                52
                
                President,
      CEO and DirectorPatrick
      Deparini
                
                34
                
                Secretary
      and Treasurer





Helen C. Cary, President, Chief
Executive Officer, and Director, attended Rio Salado Community College
from 1992 to 1993 and the AWEE Women's Career Center from 1993 to 1994, where
she received training in the area of advanced production techniques. Her work
experience includes employment contracts with Armtek Defense Systems from 2002
to 2003 and SpeedFam-IPEC from 2000 to 2002. At both companies she was a
production supervisor for Chemical Mechanical Planarizer Tool manufacture, where
her duties included the power-up, debugging, calibrating and alignment of very
sophisticated electronic gear. Since 2004, Ms. Cary has been employed at FX
Currency Trading.





Patrick Deparini,
Secretary/Treasurer, Chief Financial Officer, received a Bachelor of
Science degree in Finance, with an emphasis on Managerial Finance, from the
University of Nevada, Las Vegas.  For the previous seven years, he has been
an officer and director of Nascent Group, Inc., a company offering various
document preparation and advisory services.  His duties with Midnight
Candle Company include oversight of all operational aspects from corporate
governance to implementation of the Company’s business strategy.





Family
Relationships





None.





Involvement
on Certain Material Legal Proceedings During the Last Five Years





No
director, officer, significant employee or consultant has been convicted in a
criminal proceeding, exclusive of traffic violations.





No
bankruptcy petitions have been filed by or against any business or property of
any director, officer, significant employee or consultant of the Company nor has
any bankruptcy petition been filed against a partnership or business association
where these persons were general partners or executive officers.





No
director, officer, significant employee or consultant has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.





No
director, officer or significant employee has been convicted of violating a
federal or state securities or commodities law.





Audit
Committee and Financial Expert





We do not
have an Audit Committee. Our director performs some of the same functions of an
Audit Committee, such as recommending a firm of independent certified public
accountants to audit the annual financial statements; reviewing the independent
auditor’s independence, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. The Company does not currently have a written audit committee charter
or similar document.





We have
no financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our start-up operations, we
believe the services of a financial expert are not warranted.





30


Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers, and persons who beneficially own more than 10% of a
registered class of our equity securities, to file reports of beneficial
ownership and changes in beneficial ownership of our securities with the SEC on
Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and beneficial owners of
more than 10% of our Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) forms that they file.  As a company
with securities registered under Section 15(d) of the Exchange Act, our
executive officers and directors, and persons who beneficially own more than ten
percent of our common stock are not required to file Section 16(a)
reports.





Code
of Ethics





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serves in all the above capacities.





Corporate
Governance





Nominating
Committee





We do not
have a Nominating Committee or Nominating Committee Charter. Our sole Director
performs some of the functions associated with a Nominating Committee. We have
elected not to have a Nominating Committee in that we are a development stage
company.





Director Nomination
Procedures





Nominees
for Directors are identified and suggested by the members of the Board or
management using their business networks. The Board has not retained any
executive search firms or other third parties to identify or evaluate director
candidates and does not intend to in the near future. In selecting a nominee for
director, the Board or management considers the following criteria:





1.
            Whether
      the nominee has the personal attributes for successful service on the
      Board, such as demonstrated character and integrity; experience at a
      strategy/policy setting level; managerial experience dealing with complex
      problems; an ability to work effectively with others; and sufficient time
      to devote to our affairs;





2.
            Whether
      the nominee has been the chief executive officer or senior executive of a
      public company or a leader of a similar organization, including industry
      groups, universities or governmental
  organizations;





3.
            Whether
      the nominee, by virtue of particular experience, technical expertise or
      specialized skills or contacts relevant to our current or future business,
      will add specific value as a Board member;
and





4.
            Whether
      there are any other factors related to the ability and willingness of a
      new nominee to serve, or an existing Board member to continue his
      service.





The Board
or management has not established any specific minimum qualifications that a
candidate for director must meet in order to be recommended for Board
membership. Rather, the Board or management will evaluate the mix of skills and
experience that the candidate offers, consider how a given candidate meets the
Board’s current expectations with respect to each such criterion and make a
determination regarding whether a candidate should be recommended to the
stockholders for election as a Director. During 2008, we received no
recommendation for Directors from our stockholders.





We will
consider for inclusion in our nominations of new Board of Directors nominees
proposed by stockholders who have held at least 1% of our outstanding voting
securities for at least one year. Board candidates referred by such stockholders
will be considered on the same basis as Board candidates referred from other
sources. Any stockholder who wishes to recommend for our consideration a
prospective nominee to serve on the Board of Directors may do so by giving the
candidate’s name and qualifications in writing to our Secretary at the following
address: 79013 Bayside Court, Indio, CA 92203.





31


EXECUTIVE COMPENSATION





Summary
Compensation Table





The
following table sets forth, for the last completed fiscal years ended December
31, 2008 and 2007 the cash compensation paid by the Company, as well as certain
other compensation paid with respect to those years and months, to the Chief
Executive Officer and, to the extent applicable, each of the three other most
highly compensated executive officers of the Company in all capacities in which
they served:





Summary Compensation
  TableName
      and
                  Principal
      Position
                Year
                Salary
      ($)
                Bonus
      ($)
                Stock
      Awards ($)
                Option
      Awards ($)
                Non-Equity
      Incentive Plan Compen-sation ($)
                Non-qualified
      Deferred Compen-sation Earnings ($)
                All
      Other Compen-sation ($)
                Total
                  ($)Helen
      C. Cary
                2008
                0
                0
                0
                0
                0
                0
                0
                0President
                2007
                0
                0
                0
                0
                0
                0
                0
                0Patrick
      Deparini
                2008
                0
                0
                0
                0
                0
                0
                0
                0Secretary
      and Treasurer
                2007
                0
                0
                0
                0
                0
                0
                0
                0





Directors'
Compensation





Our
director is not entitled to receive compensation for services rendered to us, or
for each meeting attended except for reimbursement of out-of-pocket
expenses.  We have no formal or informal arrangements or agreements to
compensate our director for services she provides as a director of our
company.





Employment
Contracts and Officers' Compensation





Since our
incorporation, we have not paid any compensation to our officers, directors and
employees.  We do not have employment agreements.  Any
future compensation to be paid will be determined by our Board of Directors, and
an employment agreement will be executed.  We do not currently have
plans to pay any compensation until such time as we are cash flow
positive.





Stock
Option Plan And Other Long-term Incentive Plan





We
currently do not have existing or proposed option/SAR grants.





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth certain information as of the date of this offering
with respect to the beneficial ownership of Midnight Candle Company’s common
stock by all persons known by Midnight Candle to be beneficial owners of more
than 5% of any such outstanding classes, and by each director and executive
officer, and by all officers and directors as a group.  Unless
otherwise specified, the named beneficial owner has, to our knowledge, either
sole or majority voting and investment power.





Title
      Of Class
                    Name,
      Title and Address of Beneficial Owner of Shares(1)
                    
                    Amount
      of Beneficial Ownership(2)
                    
                    
                    Percent
      of ClassCommon
                    Helen
      C. Cary, President and CEO
                    
                    
                    150,000,000
                    
                    
                    
                    95.6
                    %All
      Directors and Officers as a group (1 person)
                    
                    
                    150,000,000
                    
                    
                    
                    95.6
                    %






32


Notes:





1.
            The
      address for Helen C. Cary is c/o Midnight Candle Company, 79013 Bayside
      Court, Indio, CA 92203.





2.
            As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or share
      investment power with respect to a security (i.e., the power to dispose
      of, or to direct the disposition of a
security).





CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE





In  November
2004, Midnight Candle Company issued 150,000,000
shares  of  its $0.001 par value common stock
as  founder's shares  to  Helen C. Cary, an
officer and the sole director of Midnight Candle Company, for total cash in the
amount of $5,000.





Midnight
Candle Company does not lease or rent any property.  Ms. Cary,
President, provides office space and services at 79013 Bayside Court, Indio,
California, 99203, without charge.





Director
Independence




The Board
of Directors has concluded that our sole director, Helen C. Cary, is not
independent in accordance with the director independence standards.





PRINCIPAL ACCOUNTING FEES AND SERVICES





The
following table sets forth fees billed to us by our independent auditors for the
years ended 2008 and 2007 for (i) services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of our financial statements that are not reported as Audit Fees, and
(iii) services rendered in connection with tax preparation, compliance, advice
and assistance.





SERVICES
                
                2008
                
                
                2007Audit
      fees
                
                $
                5,399
                
                
                $
                5,094Audit-related
      fees
                
                
                -
                
                
                
                -Tax
      fees
                
                
                300
                
                
                
                600All
      other fees
                
                
                
                
                
                
                -Total
      fees
                
                $
                5,699
                
                
                $
                5,694





EXHIBITS





Exhibit
      Number
            Name
      and/or Identification of Exhibit3
            Articles
      of Incorporation & By-Laws(a)
      Articles of Incorporation (1)(b)
      By-Laws (1)31
            Rule
      13a-14(a)/15d-14(a) Certifications32
            Certification
      under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
      1350)


(1)
            Incorporated
      by reference to the Registration Statement on Form SB-2, as amended,
      previously filed with the SEC.







33


SIGNATURES





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





MIDNIGHT
      CANDLE COMPANY(Registrant)By:
      /s/ Helen C. Cary, President &
CEO





In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:





Signature
              Title
              Date/s/
      Helen C. Cary
              Chief
      Executive Officer and
              March
      31, 2009Helen
      C. Cary
              President/s/
      Patrick Deparini
              Chief
      Financial Officer
              March
      31, 2009Patrick
      Deparini/s/
      Patrick Deparini
              Principal
      Accounting Officer
              March
      31, 2009Patrick
      Deparini
































34