UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 2010
| MIDNIGHT CANDLE COMPANY |
| (Exact name of Registrant as specified in charter) |
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| Nevada | 000-51842 | 20-1763307 |
(State of Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 79013 Bayside Court | |
| Indio, CA | 92203 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| Registrant’s telephone number, including area code: | (760) 772-1872 | |
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| ______________________ |
| (Former Name or Former Address, if Changed Since Last Report) |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On December 31, 2009, Bagell, Josephs, Levine & Company, LLC merged with and into Friedman, LLP. As a result of this transaction, on January 1, 2010, the Board of Directors of the Registrant approved the dismissal of Bagell, Josephs, Levine & Company, LLC, as its certifying independent registered public accountants. On such same date, the Registrant dismissed Bagell, Josephs, Levine & Company, LLC, as its independent registered public accountants. None of the reports of Bagell, Josephs, Levine & Company, LLC on the financial statements of the Registrant contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern paragraph in Bagell, Josephs, Levine & Company, LLC's report on our financial statements as of and for the years ended December 31, 2008 and 2007.
During the Registrant’s two most recent fiscal years and during any subsequent interim periods preceding the date of termination, there were no disagreements with Bagell, Josephs, Levine & Company, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to Bagell, Josephs, Levine & Company, LLC's satisfaction, would have caused them to refer to the subject matter of the disagreement(s) in connection with their report; and there were no "reportable events" as defined in Item 304 (a)(1) of the Securities and Exchange Commission's Regulation S-K.
On January 1, 2010, the Board of Directors of the Registrant approved the engagement of, and the Registrant did on such same date engage, Friedman, LLP, 406 Lippincott Drive, Suite J, Marlton, New Jersey 08053, as its independent registered public accounting firm commencing January 1, 2010, for the fiscal year ended December 31, 2009. During the two most recent years and the subsequent interim period through the date of engagement, neither the Registrant nor anyone engaged on its behalf has consulted with Friedman, LLP regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)( iv) or (v) of Regulation S-K).
The Registrant has furnished Bagell, Josephs, Levine & Company, LLC with a copy of the disclosures under this Item 4.01 and has requested that Bagell, Josephs, Levine & Company, LLC provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree. The letter from Bagell, Josephs, Levine & Company, LLC is filed herewith.
ITEM 9.01 EXHIBITS
| Exhibit Number | Name and/or Identification of Exhibit |
| 16 | Letter from Bagell, Josephs, Levine & Company, LLC |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDNIGHT CANDLE COMPANY |
| (Registrant) |
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| Signature | Title | Date |
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| /s/ Helen C. Cary | President and CEO | June 17, 2010 |
| Helen C. Cary | | |
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| /s/ Patrick Deparini | Principal Accounting Officer | June 17, 2010 |
| Patrick Deparini | | |
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| /s/ Patrick Deparini | Principal Financial Officer | June 17, 2010 |
| Patrick Deparini | | |
