**UNITED
                STATES SECURITIES AND**
              **EXCHANGE
                COMMISSION****Washington,
                D.C. 20549****FORM
                10-KSB/A**
              **Amendment
                No. 1****Annual
                Report Pursuant to Section 13 or 15(d)**
              **of
                the Securities Exchange Act of 1934**For
                the annual period ended:**December
                31,
                2006**Commission
                File Number:**001-10559****DARK
                DYNAMITE, INC.**
              (Exact
                name of registrant as specified in its charter.)


**Nevada**
              (State
                of other jurisdiction of
              incorporation
                or organization)
            **65-1021346**
              (I.R.S.
                Employer Identification No.)**E
                Pang Gong Site, 44 Hong Guang Road,**
              **Xi
                An, P.R.China**
              (Address
                of principal executive offices)
            **710068**
              (Zip
                Code)**(
                8629 ) 8436-8561**
              (Registrant’s
                telephone number including area
                code)









Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $.001 par value





Check
      whether the issuer (1) filed all reports required to be filed by Section13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.YesxNoo





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





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





State
      issuer's net revenues for its most recent fiscal year: $834,554.





As
      of
      June 19, 2007, there were 48,591,809 common shares outstanding and the aggregate
      market value of the common shares (based upon the close price of $.11 reported
      by brokers) held by non-affiliates was approximately $5,072,190.





Transitional
      Small Business Disclosure Format (check one): YesoNox





Number
      of
      shares of common stock outstanding as of June 19, 2007:48,591,809


Number
      of
      shares of preferred stock outstanding as of June 19, 2007:3,295,000









*Table
          of Contents*




CAUTIONARY
      STATEMENT REGARDING FORWARD LOOKING INFORMATION





The
      discussion contained in this 10-KSB under the Securities Exchange Act of 1934,
      as amended, (the "Exchange Act") contains forward-looking statements that
      involve risks and uncertainties. The issuer's actual results could differ
      significantly from those discussed herein. These include statements about our
      expectations, beliefs, intentions or strategies for the future, which the
      Company indicates by words or phrases such as "anticipate," "expect," "intend,"
      "plan," "will," "we believe," "the Company believes," "management believes"
      and
      similar language, including those set forth in the discussion under "Description
      of Business," including the "Risk Factors" described in that section, and
      "Management's Discussion and Analysis or Plan of Operation" as well as those
      discussed elsewhere in this Form 10-KSB. Web base our forward-looking statements
      on information currently available to them, and we assume no obligation to
      update them. Statements contained in this Form 10-KSB that are not historical
      facts are forward-looking statements that are subject to the "safe harbor"
      created by the Private Securities Litigation Reform Act of 1995.




2





**TABLE
                OF CONTE****NTS**Item
                1.
            Description
                of
                Business
            6Item
                2.
            Description
                of
                Property
            10Item
                3.
            Legal
                Proceedings
            10Item
                4.
            Submission
                of Matters to a Vote
                of Security-Holders
            11**PART
                I**Item
                5.
            Market
                for Common Equity and
                Related Stockholder Matters
            11Item
                6.
            Management's
                Discussion and
                Analysis or Plan of Operation
            13Item
                7.
            Financial
                Statements
            16**PART
                II**Item
                8.
            Changes
                in and Disagreements With
                Accountants on Accounting and Financial Disclosure
            31Item
                8a.
            Controls
                and
                Procedure
            31Item
                9.
            Directors
                and Executive
                Officers
            33Item
                10.
            Executive
                Compensation
            35Item
                11.
            Security
                Ownership of Certain
                Beneficial Owners and Management
            35**PART
                III**Item
                12.
            Certain
                Relationships and Related
                Transactions
            36Item
                13.
            Exhibits,
                List and Reports on
                Form 8-K
            37Item
                14
            Principal
                Accountant Fees &
                Services
            38Signatures
            39




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          of Contents*




**PART
      I**





Explanatory
        note: We revised this filing herein in order to reply to SEC comments that
        we
        received based on our initial Form 10-KSB filing. We made specific accounting
        changes to our financial statements herein. The qualitative and quantitative
        effects on our financial condition, results of operation and cash flows for
        the
        periods presented are listed below. We also documented the reasons for the
        changes below. We labeled the financial statements as restated and included
        a
        separate footnote that includes the disclosures required by paragraphs 36
        and 37
        of APB Opinion No. 20.





The
        changes to our Form 10-KSB are as follows:





1.
        We
        revised our filing to include an explanatory note directly before Item 1
        that
        states our substantive reasons for filing an amendment to Form 10-KSB, including
        the nature of each specific accounting change to our financial statements,
        including both the qualitative and quantitative effects on our financial
        condition, results of operation and cash flows for the periods presented
        and the
        reasons for the changes. We also labeled the financial statements as restated
        and included a separate footnote that includes the disclosures required by
        paragraphs 36 and 37 of APB 20.





2.
        We
        revised our disclosure to state that Mr. Richard Surber transferred
        approximately 4.9 million shares of convertible preferred stock, we issued
        100,000 common shares to Kai Da and Mr. Surber received the $495,000 in cash.
        Mr. Surber did not contribute a portion of this consideration to
        us.





3.
        We
        included as exhibit 10.5, a copy of the Contractual Operation Agreement between
        Shaanxi Epang Palace Tourism Development Cp., Ltd. And Shaanxi Kai Da Tourism
        Consultant Co., Ltd.





4.
        We
        updated our discussion to discuss the recapitalization that occurred on October
        3, 2005. We explained that the historical financial statements are those
        of Kai
        Da, the operating entity and not ours. We also stated that the capital structure
        of the consolidated entity is different than that appearing in earlier periods
        due to recapitalization accounting. Finally, we clarified the legal and
        accounting form of the transaction and our current operating efforts to manage
        theme park and travel related businesses.





5.
        We
        added disclosure to the footnotes of the financial statements of how we
        recognize revenue on park admissions, hotel and conference room rentals,
        sales
        of products and management fees.





6.
        We
        expanded our MD&A section to separately explain the comparative results for
        each of our primary business segments, further explained the principal reason
        for the dramatic revenues increase in the fourth quarter of 2005 and explained
        the reason for the above mentioned decrease in salaries in light of the increase
        in employees.





7.
        We
        revised our financial statements to exclude inception to date periods and
        include annual periods as required by Rule 310(a) of Regulation S-B. We also
        revised the discussion in MD&A under the General heading and elsewhere in
        our filing, as applicable.




4
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          of Contents*





8.
        We
        parenthetically disclosed the number of shares issued and outstanding in
        the
        Balance Sheet’s Stockholders’ Equity section for each balance sheet
        presented.





9.
        We
        adjusted our statements of operations to separately present revenue and cost
        of
        sales for tangible products and services for 2005 and 2006.





10.
        We
        adjusted several line items on our 2005 consolidated statement of cash flows
        to
        correct the statement.





11.
        We
        deleted a line from our consolidated statement of cash flows for 2006 and
        adjusted another line item.





12.
        We
        revised the consolidated statements of cash flows by adding supplementary
        non-cash investing and financing activities which include the conversion
        of
        preferred to common shares and the purchase of fixed assets with a related
        party
        lease contract.





13.
        We
        revised our consolidated financial statements to record the $175,000 of closing
        costs contribution made by a related party as a period expense at the date
        of
        the recapitalization.





14.
        We
        added three paragraphs to the end of the business organization paragraph
        in our
        footnotes to the consolidated financial statements.





15.
        We
        adjusted our footnote disclosure to state that the accounting acquirer and
        acquiree is Kai Da and Dark Dynamite, respectively. We also added a sentence
        to
        the effect that the capital structure of the surviving consolidated company
        (the
        accounting acquirer) is now different from that appearing in the historical
        financial statements of the accounting acquiree due to the effects of
        recapitalization accounting.




16.
          We
          expanded our footnote to discuss our accounting policy for all entities
          that we
          control by ownership, through majority voting interest or variable interest
          entities for which we are or are not the primary beneficiary. We also stated
          our
          policy of accounting for significant intercompany accounts and
          transactions.
  17.
            We
            revised our policy note to specifically address current business activities
            including how we recognize revenue for theme park admissions and related
            product
            sales, resort activities, film and television revenues and management
            fees
            recognized under the E Pang Gong Theme Park agreement.
  18.
              We
              clarified the disclosure to plainly state the nature of the services
              provided to
              E Pang Gong, the fees generated by Kai Da under the management agreement
              and the
              recognition method.
  19.
                We
                included a list of our subsidiaries in item 13.
  20.
                  We
                  revised our earnings per share to properly compute the weighted
                  average common
                  shares outstanding.




5
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          of Contents*




**ITEM
      1.** **DESCRIPTION
      OF
      BUSI****NESS**





**History**





As
      used
      in this Annual Report, the terms "we", "us", "our," the “Registrant,” “DDI” and
      the "Company" means, Dark Dynamite, Inc., a Nevada corporation, formerly known
      as NCI Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector
      Aeromotive Corporation. These terms also refer to the our subsidiaries
      corporation, Black Chandelier, Inc. ("Black Chandelier"), a Utah corporation
      originally incorporated in September 1987, andShanxi Kai Da Lv You
      Gu
      Wen You Xian Gong Si ("Kai Da"), a corporation organized under the laws of
      the
      Peoples’ Republic of China (“Kai Da”) acquired in August 2005.





On
      April
      8, 2003, the Company, under prior management, retroactively approved the sale
      of
      its 100% interest in Bestfoodonline.com, Inc. (Bestfood) to Miami Venture
      Capital for $10, effective as of December 30, 2002. The purpose of the
      disposition was to further streamline us by eliminating any lingering management
      issues, liabilities and other complications which may have involved Bestfood.
      The sale of Bestfood to MVC also provides further separation from our former
      president. Bestfood was considered by new management to be a burden on us and
      was not considered a viable operating company with any substantive beneficial
      future prospects for us. We were thus without significant operations for the
      year ended December 31, 2003.





On
      March
      15, 2004, Jared Gold assumed the role of president, director, and C.E.O. Gold
      gained a controlling interest in us as a result of exchanging his 100% interest
      in Black Chandelier, Inc., for 70,000,000 shares (35 post-reverse split shares)
      of our restricted common stock, which constituted approximately 96% of the
      issued and outstanding shares of common stock at the time of
      issuance.





The
      acquisition of Black Chandelier was the first in a series of planned
      transactions designed to grow us into a multifaceted lifestyles company.
      Commensurate with this goal, we underwent a series of changes including the
      name
      change from NCI Holdings, Inc., to Dark Dynamite, Inc.





On
      October 3, 2005, we transferred a total of 4,990,000 shares of convertible
      preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
      related expenses, and issued 100,000 new shares of common stock to Kai Da and/or
      the Kai Da shareholders in exchange for all of their shares of registered
      capital of Kai Da, which then became a wholly-owned subsidiary. After the
      closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the
      4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000 shares
      of common stock, and transferred all of the 40,100,000 shares of common stock
      issued to them at the closing, pursuant to trust arrangements established under
      Chinese law, on a pro rata basis and in a Regulation S offering, to
      approximately 3,601 shareholders of Shanxi E Pang Gong Tourism Development
      Co.,
      Ltd. (“E Pang Gong”), a limited liability company organized under the laws of
      the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and
      certain improvements associated with the E Pang Gong Theme Park in Xi’An, China.
      The E Pang Gong Theme Park and related improvements is the subject of a
      management contract with Kai Da, pursuant to which Kai Da manages the Theme
      Park
      assets and earns most of its revenues.





Mr.
        Richard Surber transferred approximately 4.9 million shares of convertible
        preferred stock, we issued 100,000 common shares to Kai Da and Mr. Surber
        received the $495,000 in cash. Mr. Surber did not contribute a portion of
        this
        consideration to us.




On
      March
      17, 2005, we approved and submitted for filing with the Nevada Secretary of
      State’s Office a Certificate of Change Pursuant to NRS 78.209 to carry out a
      reverse stock split of our common stock on a one (1) for one thousand (1,000)
      basis. This action reduced the number of authorized shares of common stock
      from
      Five Billion (5,000,000,000) to Five Million (5,000,000), par value $0.0001
      per
      share. All fractional shares that resulted from the reverse split are rounded
      up
      to the next whole share. The effective date of the stock split was March 28,
      2005.




6
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          of Contents*





On
      August
      29, 2005, we filed an Amendment to its articles of incorporation increasing
      the
      number of authorized shares of our Common Stock from 5,000,000 to 1,000,000,000,
      with a $0.0001 par value per share. The number of preferred shares authorized
      will remain at 5,000,000, with a $0.01 par value per share. Upon the filing
      of
      the Amended Articles of Incorporation, we were authorized to issue 1,000,000,000
      shares of common stock, $0.0001 par value per share.





On
      November 21, 2005, we approved and submitted for filing with the Nevada
      Secretary of State’s Office a Certificate of Change Pursuant to NRS 78.209 to
      carry out a reverse stock split of our common stock on a one (1) for four (4)
      basis. This action reduced the number of authorized shares of common stock
      from
      One Billion (1,000,000,000) to Two Hundred Fifty Million (250,000,000), par
      value $0.0001 per share. All fractional shares that resulted from the reverse
      split were rounded up to the next whole share.





On
      April
      1, 2006, we executed an agreement between us and Diversified Holdings X, Inc.
      ("DHX"), a Nevada corporation, pursuant to which we agreed to sell our ownership
      of Black Chandelier, Inc. to DHX.




Pursuant
      to and at the closing of the agreement, which occurred as of April 1, 2006,
      DHX
      tendered a cash purchase price of $100 as well as assumption of certain
      liabilities in exchange for all outstanding shares of Black Chandelier, Inc.
      held by us. As a result of the transactions consummated at the closing, the
      purchase and issuance gave DHX a 'controlling interest' in Black Chandelier,
      Inc., and Black Chandelier was no longer our wholly-owned
      subsidiary.





Black
      Chandelier retained the obligation for all liabilities to third parties and
      held
      all rights to receivables as of the date thereof, the parties expressly agreed
      that all liabilities and receivables between us and Black Chandelier were
      extinguished by the parties through this agreement and Black Chandelier hereby
      released us from any third party liabilities arising out of Black Chandelier’s
      operations. DHX assumed any liabilities that may arise after
      closing.





**Subsequent
      Events**




On
      February 2, 2007, our Board of Directors approved to dismiss Traci J. Anderson,
      CPA as its independent auditor, and engage Lake & Associates CPA’s LLC as
      our independent auditor to audit our financial statements for the year ended
      December 31, 2006 and to review our three quarterly reports in 2007. The
      decision to make the change was approved by our Board of Directors. We do not
      have an audit committee.





During
      our two most recent fiscal years ended December 31, 2004 and 2005 and the
      subsequent interim period through February 2, 2007, we did not consult Lake
      & Associates CPA’s LLC with respect to any of the matters described in Item
      304(a)(2) of Regulation S-K.





Traci
      J.
      Anderson, CPA's audit reports regarding our financial statements for the fiscal
      year ended December 31, 2005, contained no adverse opinion or disclaimer of
      opinion nor were they qualified or modified as to the uncertainty, audit scope
      or accounting principles, except that their audit reports for the years ended
      December 31, 2005 contained a going concern qualification.





In
      connection with the prior audit for the fiscal year ended December 31, 2005,
      and
      the review for the interim periods ended March 31, 2006, June 30, 2006 and
      September 30, 2006, there have been no disagreements with Traci J. Anderson,
      CPA
      on any matter of accounting principles or practices, financial statement
      disclosure or auditing scope or procedure, which if not resolved to the
      satisfaction of Traci J. Anderson, CPA would have caused it to make reference
      to
      the subject matter of the disagreement in connection with its report on these
      financial statements for those periods. In addition, Traci J. Anderson, CPA
      had
      no disagreements with us for the interim period from November 30, 2005, the
      date
      of engagement, up to February 2, 2007.




7
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          of Contents*





**Business
      Description of the Issuer**




After
      the
      acquisition of Kai Da, management changed our primary business into theme park
      management and travel related services. We contract and operate the Theme Park
      of Qin E Pang Gong (“Theme Park”) throughShanxi Kai Da Lv You
      Gu
      Wen You Xian Gong Si (“Kai Da”), our wholly owned subsidiary
      in
      China. The Theme Park was built up at the historical address of E Pang Gong,
      the
      most prestigious and largest palace in Chinese history built for Qin Shi Huang,
      the first emperor in the Qin dynasty over 2,200 years ago. E Pang Gong was
      burned down during the war and became a legend as well as the subject of
      numerous historical books. In 1994, the historical address of E Pang Gong was
      appraised by United Nations Educational, Scientific and Cultural Organization
      ("UNESCO") as one of the wonders in the ancient world due to the size of the
      palace and the degree of preservation. The current theme park was built
      imitating the original palace based on historical records and legends, covering
      approximately 5.59 million square feet consisting of several building structure,
      including the Front Palace, Qihe River, Magnetic Gate, Heaven Tower, Earth
      Temple, Lan-Chi Palace and the Shang-Lin Garden. Management believes it’s a
      significant achievement to be able to display such a famous and grand palace
      to
      the domestic and international communities. It is believed to be one of the
      more
      important historical sites in China.





In
      connection with our Theme Park management, we have developed three primary
      business segments:




·
            Theme
                park admission and management·
            Resorts·
            Movie
                and television revenues





More
      information about our business can be found on the corporate website athttp://www.qinepanggong.com.





THEME
      PARK BUSINESS




The
        Theme
        Park is located in a suburban area of Xi'an city, approximately 30 minutes
        away
        from downtown Xi'an. The city recently completed an upgrade of the road
        infrastructure called 'the Western 3rdBeltway'
        which enables our
        customers to travel a more direct and convenient route from the city. Xi'an
        was
        the capital city of six different dynasties in ancient China. The abundant
        cultural heritage is an attraction to a large number of domestic residents
        and
        international visitors. In 2004, there were over 650,000 people who visited
        from
        overseas and approximately 20,840,000 people visiting Xi'an from different
        providences inside China, an increase of 93.0% and 29.1% compared to 2003,
        respectively. The estimated tourism revenues in Xi'an were $1.9 billion during
        2004.




As
      an
      important component to show China's culture in the Qin Dynasty, the Theme Park
      is popular to tourists, similar to the famous Qin Shi Huang’s Terra-cotta
      Warriors and Horses Museum, the Mausoleum of Qin Shi Huang. The Theme Park
      hosts
      a different atmosphere from a museum in that it is interactive and engaging
      for
      our customers. We utilize music and dance as a means to deliver the history
      of
      the site. The theme park was built as a 'to-scale' replica of the original
      palace based on the most reliable historical records and written legends,
      covering approximately 5.59 million square feet and consisting of several
      different structures such as the Front Palace, Qihe River, Magnetic Gate, Heaven
      Tower, Earth Temple, Lan-Chi Palace and Shang-Lin Garden. Each part has its
      own
      significance, which is interpreted by a series of dancing shows, such as the
      Ceremony for Qin Shi Huang’s Coronation, Departure of the Warriors, Battle of
      Unification, Assassination of JingKe, etc.




8
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          of Contents*




In
      addition, we are developing another brand new large-scale outdoor Dinner Show
      Program for the culture of Qin Dynasty, which will be performed in the Front
      Palace area of the Theme Park. The Dinner Show will be designed as an opera
      and
      will reintroduce the Qin Dynasty dancing and songs from over 2,200 years ago.
      All the songs will be conducted by music professional familiar with the history
      of the site. During the show, we will provide tourists with a dinner of
      traditional Chinese cuisine. We hope to transform the Theme Park beyond the
      educational and historical aspects to also include a multi-function
      entertainment center.





RESORTS
      BUSINESS




The
      Six-state Hot Spring Resort (the “Resort”) is located inside the Theme Park and
      built in an ancient Chinese style to match the Theme Park. The Resort includes
      six sections, with approximately 187 suites, 1 conference room with the capacity
      to hold more than 600 persons, 7 middle-size conference rooms, 7 two-story
      buildings, 1 ballroom for 800 persons and 15 small-size banquet rooms. All
      the
      buildings are surrounded by gardens and some of them are connected by covered
      corridors.




As
      is the
      case in many theme parks, it’s convenient for tourists to take a rest following
      their visit. In addition, the unique style and elegant surroundings give the
      Resort a special allure for meetings and events that leave a lasting impression.
      From small meeting rooms to grand-scale conference centers, we bring to every
      event a dedicated focus and unbridled enthusiasm. Whether our clients are
      planning a company strategy session, an intimate cocktail party or a celebratory
      banquet, they can enjoy the facilities of the Resort and always have our
      undivided attention.





MOVIE
      AND TELEVISION REVENUES




The
      Theme
      Park is also a prime location for producing historical TV dramas, films and
      commercials. We have cooperated with TV stations, film studios, and
      advertisement companies and the Theme Park has been picked as the background
      in
      several TV dramas, films and commercials in the past several years,
      including*the
      Master Warrior-Guan Gong in 2000, The New Army of the Emperor in 2002 and
      Challenges for Survival in 2003, etc*.The Theme Park
      is seeking more
      opportunities to cooperate with film production companies in the near future
      to
      further increase its brand recognition.




**Government
      Regulation**





Since
      the
      historical address of E Pang Gong was appraised as culture heritage, its
      preservation needs to comply with the corresponding laws, rules, regulations
      and
      ordinance to preserve the cultural heritage in the People’s Republic of China.
      Although we do not foresee any change in existing regulations, if changes should
      occur, we believe that it can adapt to such new regulations and that those
      changes would not have any significant effect on our revenues or current
      operations. However, no assurance can be made that compliance or failure to
      comply with future regulations will not have a materially adverse effect on
      the
      business, our operating results or financial condition. However, in certain
      circumstances, such as in a new or start-up business activity, it may not be
      possible to predict with any degree of accuracy the impact of governmental
      regulations. The inability to ascertain the effect of government regulations
      on
      prospective business activities will make our business a higher risk
      enterprise.





**Competition**





The
      Theme
      Parks and resorts compete with all other forms of entertainment, lodging,
      tourism and recreational activities, many of which will have a competitive
      edge
      over us by virtue of their stronger financial resources and prior experience
      in
      business. The profitability of the leisure-time industry is influenced by
      various factors which are not directly controllable, such as economic
      conditions, amount of available leisure time, oil and transportation prices
      and
      weather patterns. We believe our theme parks and resorts benefit substantially
      from our reputation in the tourism industry for excellent quality and E Pang
      Gong’s special position in Chinese history. In addition, the status as a
      reporting public entity could give us a competitive advantage over privately
      held entities having a similar business objective in forming strategic
      partnerships with Chinese companies which have significant growth
      potential.




9
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          of Contents*




**Employees**




We
      have
      hired approximately 210 full-time employees to operate the Theme Park and the
      Resort, of which 35 persons are on the management team. The other positions
      include waiters, waitresses, landscapers, maids, securities, cleaners, and
      so
      on. All the artists for the shows are subject to their respective performance
      contracts.




**Reports
      to Security Holders**




We
      are
      not required to deliver an annual report to security holders and will not
      voluntarily deliver a copy of the annual report to security holders. If we
      should choose to create an annual report, it will contain audited financial
      statements. We intend to file all of its required information with the SEC.
      We
      plan to file our 10-KSB, 10-QSB, and all other forms that are or may become
      applicable with the SEC.




The
      public may read and copy any materials that are filed by us with the SEC at
      the
      SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The
      Public may obtain information on the operation of the Public Reference Room
      by
      calling the SEC at 1-800-SEC-0330. The statements and forms filed by us with
      the
      SEC have been filed electronically and are available for viewing or copy on
      the
      SEC maintained Internet site that contains reports, proxy and information
      statements, as well as other information regarding issuers that file
      electronically with the SEC. The Internet address for this site can be found
      athttp://www.sec.gov.





**ITEM
      2.** **DESCRIPTION
      OF
      PROP****ERTY**





Kai
      Da is
      currently occupying an office of approximately 22,000 square feet inside the
      Theme Park. As of today’s date, Kai Da doesn’t need to pay for such occupation
      since it’s considered in partial compensation for the management services that
      Kai Da provides to the Theme Park.





On
      September 15, 2000, a company related through common ownership, Miami Venture
      Capital, filed a Uniform Commercial Code Financing Statement (Form UCC-1) with
      the State of Florida against us as debtor. In addition, on May 23, 2003, this
      company also filed a Uniform Commercial Code Financing Statement (Form UCC-1)
      with the State of Arizona against us as debtor. Lastly, on May 23, 2003, this
      company also filed an Acknowledgement of Filing form with the State of Utah
      against us as debtor. Accordingly, all assets and common stock, whether issued
      or not, of us are alleged security for this alleged debt. As of the date of
      this
      report, all of the liens still exist. In the opinion of management and legal
      counsel, these claims have no validity to them for legal reasons and thus have
      no material effect on our properties and related ownership rights."





**ITEM
      3.** **LEGAL
      PROCEED****INGS**





Securities
      and Exchange Commission v. David M. Wolfson, et al.On October 16, 2003
      a
      civil complaint was filed by the Securities and Exchange Commission in which
      NCI
      Holdings, Inc. (nka Dark Dynamite, Inc.) was named as a respondent. Our former
      president Gino Carlucci was also named as a respondent. The suit was filed
      in
      the United States District Court for the District of Utah and bears the docket
      number 2:03CV00914DAK and the style of the case is:ASecurities
      and Exchange
      Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation;
      Momentous Group, LLC, a Utah limited liability company; Leeward Consulting
      Group, LLC, a Utah limited liability company; Sukumo Limited, a company
      incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara
      Group, First Chartered Capital Corporation, First Colonial Trust, First China
      Capital and International Investment Holding); Michael Sydney Newman (A.K.A.
      Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson;
      Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited liability
      company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon
      R.
      Marple; Grateful Internet Associates, LLC, a Colorado limited liability company;
      Diversified Financial Resources Corporation, a Delaware corporation; John
      Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus;
      Samuel Cohen; NCI Holdings, Inc., a Nevada corporation.The complaint alleges
      that
      NCI failed to accurately and fully disclose the nature of NCI's relationship
      to
      The Sukumo Group, Inc., including the failure of Sukumo to complete the purchase
      of the shares and alleges that Sukumo acted as a selling agent for NCI. The
      complaint also faults The Sukumo Group Inc.'s actions with regard to the sale
      of
      common stock to off shore purchasers for failing to disclose the interest that
      Sukumo had in each sale, reporting that it was taking a 1-2% commission on
      the
      sale rather than keeping 70% or more of the proceeds of each transaction. We
      filed a motion to dismiss the complaint based upon a lack of jurisdiction and
      the failure of the complaint to adequately set forth the actions of us which
      form the basis of a cause of action against us that was denied by the Court.
      We
      filed an answer disputing the allegations of the complaint and has participated
      in some pre-trial discovery. The Government and we have agreed upon the terms
      of
      a settlement, the terms of which provide for us to pay the sum of $30,000 to
      the
      SEC. The SEC is currently reviewing the terms of a proposed consent decree
      in
      which we would neither admit nor deny the claims made in the complaint and
      be
      subject to an injunction prohibiting future violations of the securities laws
      and regulations, this review has been pending for more than 18 months with
      no
      report of expected action on the proposal and without any change in the status
      of the litigation impacting on Dark Dynamite, Inc..




10
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          of Contents*





Dark
      Dynamite, Inc. and Diversified Holdings X, Inc. v. Allen E. Weintraub and Miami
      Venture Capital, Inc.Civil complaint
      filed in
      the Third District Court of the State of Utah, Salt Lake County, Civil No.
      050905249. A default judgment was entered against the defendants on March 15,
      2006 after a hearing before the court, the judgment awarded damages in the
      sums
      of $267,892, and an award for costs and attorneys fees has not yet been
      calculated. Mr. Weintraub has filed an affidavit with the court attacking the
      sufficiency of service in the case, Plaintiffs have filed a response to that
      affidavit and no reply has been received from Weintraub nor has any ruling
      been
      made by the court.





**ITEM
      4.********SUBMISSION
      OF
      MATTERS TO A VOTE OF SECURITY H****OLDERS**





2006
      Non-Qualified Stock Compensation Plan





In
      the
      4th Quarter of 2006 the Board of Directors and a Majority of the voting rights
      held by shareholders approved a 2006 Non-Qualified Stock Compensation Plan
      for
      our employees and consultants. We also filed a related Form S-8 with the
      SEC.




PART
      II




**ITEM
        5.********MARKET
        FOR COMMON
        EQUITY AND RELATED STOCKHOLDER
        MA****TTERS**





Our
      common stock is quoted on the Electronic Over the Counter Bulletin Board under
      the symbol, “DKDY.OB”. Trading in the common stock in the over-the-counter
      market has been limited and sporadic and the quotations set forth below are
      not
      necessarily indicative of actual market conditions. Furthermore, these prices
      reflect inter-dealer prices without retail mark-up, mark-down, or commission,
      and may not necessarily reflect actual transactions. The high and low bid prices
      for the common stock for each quarter of the years ended December 31, 2006
      and
      2005 are as follows:





**QUARTER
                ENDING**
            **LOW**
            **HIGH**March
                31, 2006
            $0.65
            $2.10June
                30, 2006
            $0.26
            $0.66September
                30, 2006
            $0.23
            $0.32December
                31, 2006
            $0.15
            $0.26March
                31, 2005
            $0.02
            $0.03June
                30, 2005
            $0.01
            $0.01September
                30, 2005
            $0.06
            $0.06December
                31, 2005
            $1.64
            $1.92




On
      March
      28, 2005, there was a 1 for 1,000 reverse split. On November 3, 2005, there
      was
      a 1 for 4 reverse split.





11
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Record
      Holders





The
      holders of the Common Stock are entitled to one vote for each share held of
      record on all matters submitted to a vote of stockholders. Holders of the Common
      Stock have no preemptive rights and no right to convert their Common Stock
      into
      any other securities. There are no redemption or sinking fund provisions
      applicable to the Common Stock. We are authorized to issue 250,000,000 shares
      of
      common stock, and 5,000,000 shares of preferred stock. There are currently
      approximately 4,503 record holders of our common stock.





Dividends





We
      have
      not declared any dividends since its inception and does not anticipate paying
      any dividends in the foreseeable future. The payment of dividends is within
      the
      discretion of the Board of Directors, and will depend on our earnings, capital
      requirements, financial condition, and other relevant factors. There are no
      restrictions that currently limit our ability to pay dividends on our Common
      Stock, other than those generally imposed by applicable state law.





Limited
      Market for Common Stock.





There
      is
      currently a limited trading market for our shares of common stock, and there
      can
      be no assurance that a more substantial market will ever develop or be
      maintained. Any market price for shares of common stock of Dark Dynamite, Inc.
      is likely to be very volatile, and numerous factors beyond our control may
      have
      a significant adverse effect on that market price. In addition, the stock
      markets generally have experienced, and continue to experience, extreme price
      and volume fluctuations which have affected the market price of many small
      capital companies, and which have often been unrelated to the operating
      performance of these companies. These broad market fluctuations, as well as
      general economic and political conditions, may also adversely affect the market
      price of our common stock. Further, there is no correlation between the present
      limited market price of our common stock and our revenues, book value, assets
      or
      other established criteria of value. The present limited quotations of our
      common stock should not be considered indicative of the actual value of Dark
      Dynamite, Inc., or our common stock.





Risks
      of "Penny Stock”





Dark
      Dynamite, Inc.'s common stock (OTC BB: DKDY) may be deemed to be "penny stock,"
      as that term is defined in Rule 3a51-1 of the Securities and Exchange
      Commission. Penny stocks are stocks (i) with a price of less than $5.00 per
      share; (ii) that are not traded on a "recognized" national exchange; (iii)
      whose
      prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed
      stocks must still meet requirement (i) above); or (iv) in issuers with net
      tangible assets less than $2,000,000 (if the issuer has been in continuous
      operation for at least three years) or $5,000,000 (if in continuous operation
      for less than three years), or with average sales of less than $6,000,000 for
      the last three years. Until recently, there had been no "established public
      market" for our common stock during the last five years. While our stock has
      traded between $0.0001 and $14.00 per share over the past several years, there
      is no assurance that this price level will continue. Section 15(g) of the
      Securities Exchange Act of 1934, as amended, and Rule 15g-2 of the Securities
      and Exchange Commission require broker/dealers dealing in penny stocks to
      provide potential investors with a document disclosing the risks of penny stocks
      and to obtain a manually signed and dated written receipt of the document before
      effecting any transaction in a penny stock for the investor's account. Potential
      investors in our common stock are urged to obtain and read this disclosure
      carefully before purchasing any shares that are deemed to be a "penny
      stock."




12
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Moreover,
      Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers
      in
      penny stocks to approve the account of any investor for transactions in such
      stocks before selling any penny stocks to that investor. This procedure requires
      the broker/dealer to (i) obtain from the investor information concerning his
      or
      her financial situation, investment experience and investment objectives; (ii)
      reasonably determine, based on that information, that transactions in penny
      stocks are suitable for the investor and that the investor has sufficient
      knowledge and experience as to be reasonably capable of evaluating the risks
      of
      penny stock transactions; (iii) provide the investor with a written statement
      setting forth the basis on which the broker/dealer made the determination in
      (iv) above; and (v) receive a signed and dated copy of such statement from
      the
      investor, confirming that it accurately reflects the investor's financial
      situation, investment experience and investment objectives. Compliance with
      these requirements may make it more difficult for investors in our common stock
      to resell their shares to third parties or to otherwise dispose of
      them.





**ITEM
      6.****************MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPER****ATIONS**





General





Our
      plan
      of operation for the coming year, as discussed above, is to pursue Dark
      Dynamite’s operations beyond the developmental stage. Our former president,
      Jared Gold, formerly reengineered us as a lifestyle company that intends to
      produce clothing, candles, body products, and various confections. Dark Dynamite
      will endeavor to set itself apart from its competition by offering a highly
      stylized product at a very competitive price.





Please
        note that our recapitalization occurred on October 3, 2005, thus the historical
        financial statements are those of Kai Da, the operating entity and not ours.
        The
        capital structure of the consolidated entity is different than that appearing
        in
        earlier periods due to recapitalization accounting. The legal and accounting
        form of the transaction are different. Our current operating efforts are
        to
        manage theme park and travel related businesses and we are no longer a lifestyle
        company as mentioned in the previous paragraph.





The
        transaction was treated for accounting purposes as a capital transaction
        and
        recapitalization by the accounting acquirer and as a re-organization by the
        accounting acquiree.





Accordingly,
        the consolidated financial statements include the following:





(1)
              The
                  balance sheet consists of the net assets of the acquirer at historical
                  cost and the net assets of the acquiree at historical
                  cost.(2)
              The
                  statement of operations includes the operations of the acquirer
                  for the
                  periods presented and the operations of the acquiree from the date
                  of the
                  merger.





We
        are
        now principally engaged in the theme park management in the
        PRC.





RESULTS
      OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005.





Revenues





Gross
      revenues for the years ended December 31, 2006 and 2005 were $834,554 and
      $426,665, respectively. The increase of 95% was due primarily to increased
      ticket and product sales in 2006 due to more events held this year and the
      launch of our dinner show project in 2006 as compared to the prior year. We
      expect sales to increase during 2007 as we move toward developing our business
      plan.




13
 *Table
          of Contents*





Furthermore,
      we conduct contracted management of the E'Pang palace theme park and resorts
      since only August 1, 2005. China's national holiday is from October 1st to
      October 7th which boosts up the revenue during the fourth quarter
      period.





Of
      the
      $834,554 in gross revenues for 2006, $3,962 was for product sales that are
      immaterial to our financial statements taken as a whole. We had no revenues
      earned from movie and television for 2005 and 2006. The majority of our revenue
      came from theme park sales of which ticket sales were $609,366, restaurant
      sales
      were $2,178 and Cicerone was $7,017.





Due
      to
      the different peak season timing for the theme park and most of our tours are
      a
      one-day trip to the theme park, the revenue appears to be diversified. The
      theme
      park is not the only resource of revenue. The peak season for the theme park
      tickets is from March to October, compared to the peak season for the resorts
      is
      the first quarter.





Income
      / Loss





Net
      loss
      for the years ended December 31, 2006 and 2005 were $326,998 and $2,927,391,
      respectively. The 2005 net loss is primarily attributable to $2,700,000 in
      common stock issued for services during the year. In 2005, we issued a total
      of
      3 million shares to several consultants for services rendered, including product
      development, development of the dinner show program, development of strategic
      relationships with travel agents, SEC compliance and general corporate
      consulting. The shares were valued at the market price on the date of issuance,
      or $.90 per share, yielding an aggregate market value of $2,700,000. These
      expenses were included in the accompanying consolidated statement of
      operations.





We
      expect
      to incur losses in fiscal year 2007 until traffic is increased to the Theme
      Park
      and product sales increase. There can be no assurance that we will achieve
      or
      maintain profitability, or that any revenue growth will take place in the
      future.




Expenses





Selling,
      general and administrative expenses for the years ended December 31, 2006 and
      2005 were $1,053,496 and $3,256,618, respectively. We had the following notable
      expenses during 2006 and 2005:





·
            In
                2005, we issued a total of 3 million shares to several consultants
                for
                services rendered, including product development, development of
                the
                dinner show program, development of strategic relationships with
                travel
                agents, SEC compliance and general corporate consulting. The shares
                were
                valued at the market price on the date of issuance, or $.90 per share,
                yielding an aggregate market value of $2,700,000. These expenses
                were
                included in the accompanying statement of operations.·
            Auditing
                expenses were $28,000 and $11,243, respectively.·
            Salaries
                and related expenses were $117,576 and $131,205,
                respectively.·
            Maintenance
                expenses were $21,483 and $71,420,
                respectively.





Salary
        related expenses decreased from $131,205 in fiscal 2005 to $117,576 in fiscal
        2006. We were able to reduce labor expense when we increased the number of
        employees by 166 people. The mix of our employees changes in that lesser
        expensive employees were paid in 2006 versus 2005.




14
 *Table
          of Contents*




Cost
      of Sales





Cost
      of
      sales included expenses directly related to delivering our product or services
      Travel agents' commissions and direct labor would be examples of cost of sales
      items. During the years ended December 31, 2006 and 2005 we had $129,873 and
      $131,946, respectively, in cost of sales. Cost of sales as a percentage of
      sales
      was 16% and 31%, respectively. The decrease was due to better management over
      our costs to produce income in 2006 as compared to 2005.





Impact
      of Inflation





We
      believe that inflation has had a negligible effect on operations during this
      period. We believe that we can offset inflationary increases in the cost of
      sales by increasing sales and improving operating efficiencies.





Liquidity
      and Capital Resources





Cash
      flows provided by (used in) operating activities were $(46,446) and $36,300
      for
      the years ended December 31, 2006 and 2005, respectively. Positive cash flows
      from operations in 2005 were primarily due to the stock issued for services
      and
      increases in payables, partially offset by the net loss for the
      year.





Cash
      flows provided by (used in) investing activities were $82,167 and $(143,774)
      for
      the years ended December 31, 2006 and 2005, respectively. Negative cash flows
      from investing activities in 2005 were primarily attributable to the purchase
      of
      fixed assets consisting of leasehold improvements, machinery and
      equipment.  Most of the disbursements refurbished the theme
      park.





Cash
      flows provided by (used in) financing activities were $(21,421) and $39,750
      for
      the years ended December 31, 2006 and 2005, respectively. We had an outstanding
      note payable which relates to the financing/ lease contract for the acquisition
      of fixed assets and this was paid off in 2006. Additionally, we received total
      monetary capital contributions of $402,987 in 2006.





Furthermore,
        we received the $402,987 equally from Ke Xianyan, President and shareholder
        of
        Kai Da and Chen Bing, shareholder of Kai Da. These capital contributions
        were in
        the form of monetary cash consideration received during 2006. The capital
        contributions were recorded as credits to our equity section of the balance
        sheet in the form of additional paid in capital with debits to the cash
        account.





We
      have
      funded our cash needs for the year ended December 31, 2006 with a series of
      debt
      and equity transactions.





We
      project that we will need additional capital to fund operations over the next
      12
      months. We anticipate we will need an additional $100,000 in working capital
      during 2007 and $50,000 for the two years thereafter.





On
      a
      long-term basis, liquidity is dependent on continuation and expansion of
      operations, receipt of revenues, additional infusions of capital and debt
      financing. However, there can be no assurance that we will be able to obtain
      additional equity or debt financing in the future, if at all. If we are unable
      to raise additional capital, our growth potential will be adversely affected.
      Additionally, we will have to significantly modify our business
      plan.




Trends,
      Events, and Uncertainties





The
      success of our business depends in large part on our ability to identify tourist
      trends as well as to react to changing customer demand in a timely manner.
      Consequently, we depend in part upon the continuing favorable market response
      to
      the creative efforts of our purchasing, design and marketing team’s ability to
      anticipate products and services that appeal to our consumer base. Failure
      on
      our part to anticipate, identify and respond effectively to changing consumer
      demands and trends will adversely affect our sales.




15
 *Table
          of Contents*




**ITEM
      7. FINANCIAL
      STATEMENTS**





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**




To
      the
      Board of Directors and




Stockholders
      of Dark Dynamite, Inc. and Subsidiaries




I
      have
      audited the accompanying balance sheet of Dark Dynamite, Inc. and Subsidiaries
      as of December 31, 2005, and the related statement of operations, stockholders’
deficit, and cash flows for the year ending December 31, 2005.




These
      financial statements are the responsibility of the company’s management. My
      responsibility is to express an opinion on these financial statements based
      on
      my audit.




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




In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Dark Dynamite, Inc. and
      Subsidiaries as of December 31, 2005, and the results of its operations and
      its
      cash flows for the year ending December 31, 2005, 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. The Company has suffered recurring losses and
      has
      yet to generate an internal cash flow that raises substantial doubt about its
      ability to continue as a going concern. Management's plans in regard to these
      matters are described in Note J. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.






/s/
      Traci J. Anderson


Traci
      J.
      Anderson, CPA


Huntersville,
      NC





April
      14,
      2006




16
 *Table
          of Contents*
  REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To
          the
          Board of Directors and
   Stockholders
          of Dark Dynamite Inc.
   We
          have
          audited the accompanying balance sheet of Dark Dynamite, Inc. and Subsidiary.(a
          Nevada corporation). as of December 31, 2006 and related statements of
          operations, stockholders’ deficit, and cash flows for the year ending December
          31, 2006. These financial statements are the responsibility of the company’s
          management. Our responsibility is to express an opinion on these financial
          statements based on our audit. The financial statements of Dark Dynamite,
          Inc.
          and Subsidiary. as of December 31, 2005, were audited by other auditors
          whose
          report dated April 14, 2006, expressed an unqualified opinion on those
          statements. 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 audit 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 control over financial reporting. Our audit included consideration
          of
          internal control 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 Dark Dynamite, Inc. and Subsidiary.
          (a Nevada corporation). as of December 31, 2006 and the results of its
          operations and its cash flows for year ended December 31, 2006 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. The Company has suffered recurring losses
          and has
          yet to generate an internal cash flow that raises substantial doubt about
          its
          ability to continue as a going concern. Management's plans in regard to
          these
          matters are described in Note J. The financial statements do not include
          any
          adjustments that might result from the outcome of this uncertainty.
   /s/
          LAKE & ASSOCIATES CPA’S LLC
 LAKE
          & ASSOCIATES CPA’S LLC
 BOCA
          RATON FLORIDA
  March
          31,
          2007
   17
 *Table
            of Contents*


**Dark
                    Dynamite, Inc. and Subsidiary****Consolidated
                    Balance Sheets****As
                    of December 31, 2006 and 2005**Restated2006
                
                
                2005**ASSETS****CURRENT
                    ASSETS**Cash
                    and Cash Equivalents
                
                $
                21,333
                
                
                $
                5,307Accounts
                    Receivable
                
                
                3,621
                
                
                
                59,587Inventory
                
                
                16,546
                
                
                
                89,346Prepaid
                    Expenses
                
                
                82,290
                
                
                
                3,421TOTAL
                    CURRNET ASSETS
                
                
                123,789
                
                
                
                157,661**FIXED
                    ASSETS**Property,
                    Plant, and Equipment
                
                
                644,390
                
                
                
                729,738Accumulated
                    Depreciation
                
                
                (141,071
                )
                
                
                (49,015
                )TOTAL
                    FIXED ASSETS
                
                
                503,319
                
                
                
                680,723**TOTAL
                    ASSETS**
                
                $
                627,109
                
                
                $
                838,384**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****CURRENT
                    LIABILITIES**Accounts
                    Payable and Accrued Liabilities
                
                $
                218,328
                
                
                $
                502,924Due
                    to Shareholder
                
                
                7,466
                
                
                
                -Taxes
                    Payable Payable
                
                
                -
                
                
                
                6,759Notes
                    Payable - Current Portion
                
                
                -
                
                
                
                29,611TOTAL
                    CURRENT LIABILITIES
                
                
                225,794
                
                
                
                539,294**LONG-TERM
                    LIABILITES**Notes
                    Payable
                
                
                -
                
                
                
                402,263TOTAL
                    LONG-TERM LIABILITES
                
                
                -
                
                
                
                402,263**TOTAL
                    LIABILITIES**
                
                
                225,794
                
                
                
                941,557**COMMITMENTS
                    AND CONTINGENCIES**Redeemable
                    Preferred Stock (par value $.01,
                
                
                32,950
                
                
                
                34,0005,000,000
                    Shares Authorized, 3,295,000 SharesIssued
                    and Outstanding**STOCKHOLDERS'
                    EQUITY**Common
                    Stock (par $.0001, 250,000,000
                
                
                4,860
                
                
                
                4,360Authorized,
                    48,596,568 and 43,601,568 sharesissued
                    and outstanding, respectively.Paid
                    in Capital
                
                
                3,792,895
                
                
                
                2,960,858Accumulated
                    Other Comprehensive Income
                
                
                2,858
                
                
                
                1,132Retained
                    Earnings (Deficit)
                
                
                (3,432,248
                )
                
                
                (3,103,523
                )**TOTAL
                    STOCKHOLDERS' EQUITY**
                
                
                368,365
                
                
                
                (137,173
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY**
                
                $
                627,109
                
                
                $
                838,384The
                    accompanying notes are an integral part of these financial
                    statements.





18
 *Table
          of Contents*


**Dark
                    Dynamite, Inc. and Subsidiary****Consolidated
                    Statement of Operations****For
                    the year ended December 31, 2006 and****for
                    the period from August 1, 2005 (Inception) through December 31,
                    2005**Restated
                
                2006
                
                
                2005**REVENUE**Services
                    Sales
                
                $
                830,592
                
                
                $
                425,665Product
                    Sales
                
                
                3,962
                
                
                
                -Cost
                    of Services Sales
                
                
                127,036
                
                
                
                131,946Cost
                    of Product Sales
                
                
                2,837
                
                
                
                -GROSS
                    PROFIT
                
                
                704,681
                
                
                
                293,719**OTHER
                    REVENUES:**Other
                    Operating Income
                
                
                -
                
                
                
                8,317**OPERATING
                    INCOME**
                
                
                704,681
                
                
                
                302,036**OPERATING
                    EXPENSES**Selling,
                    General , and Administrative
                
                
                1,053,496
                
                
                
                3,431,618INCOME
                    (LOSS) FROM OPERATIONS
                
                
                (348,815
                )
                
                
                (3,129,582
                )**OTHER
                    INCOME / (EXPENSES):**Debt
                    Forgiven
                
                
                -
                
                
                
                26,059Finance
                    Costs
                
                
                (807
                )
                
                
                -Non-Operating
                    Income
                
                
                2,127
                
                
                
                -Total
                    Other Income (Expense)
                
                
                1,320
                
                
                
                26,059NET
                    INCOME (LOSS) BEFORE TAXES
                
                
                (347,495
                )
                
                
                (3,103,523
                )INCOME
                    TAX EXPENSE
                
                
                (8,553
                )
                
                
                -NET
                    (LOSS) FROM CONTUNUED OPERATIONS
                
                $
                (356,048
                )
                
                $
                (3,103,523
                )GAIN
                    ON  DISPOSAL OF DISCONTINUED OPERATIONS
                    SUBSIDIARY
                
                
                27,322
                
                
                
                -**NET
                    (LOSS)**
                
                
                (328,725
                )
                
                
                (3,103,523
                )**OTHER
                    COMPREHENSIVE INCOME (LOSS)**Foreign
                    Currency Translation (Loss) Gain
                
                
                1,727
                
                
                
                1,132**COMPREHENSIVE
                    INCOME (LOSS)**
                
                $
                (326,998
                )
                
                $
                (3,102,391
                )**NET
                    LOSS PER COMMON SHARE**Basically
                    and Fully Dilluted
                
                $
                (.01
                )
                
                $
                (.07
                )**WEIGHTED
                    AVERAGE COMMON SHARES OUTSTANDING**
                
                
                45,337,314
                
                
                
                41,800,784The
                    accompanying notes are an integral part of these financial
                    statements.




19
 *Table
          of Contents*


**Dark
                    Dynamite, Inc. and Subsidiary****Consolidated
                    Statement of Cash Flows****For
                    the year ended December 31, 2006 and****for
                    the period from August 1, 2005 (Inception) through December 31,
                    2005**Restated
                
                2006
                
                
                2005**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    (loss)
                
                $
                (328,725
                )
                
                $
                (3,103,523
                )Adjustments
                    to reconcile net loss tonet
                    cash (used in) operating activities:Depreciation
                
                
                95,055
                
                
                
                42,703Contributed
                    closing costs by related party
                
                
                -
                
                
                
                175,000Stock
                    for Services
                
                
                428,500
                
                
                
                2,700,000Accounts
                    Receivable and Other Receivables
                
                
                55,966
                
                
                
                (59,587
                )Prepaid
                    and Other Assets
                
                
                (78,687
                )
                
                
                (1,216
                )Inventory
                
                
                72,800
                
                
                
                (67,800
                )Accounts
                    Payable
                
                
                (285,646
                )
                
                
                208,132Tax
                    Payable
                
                
                (6,759
                )
                
                
                6,759**NET
                    CASH (USED IN) OPERATING ACTIVITIES**
                
                
                (47,496
                )
                
                
                (99,532
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Disposal
                    of property, plant, and equipment
                
                
                102,227
                
                
                
                28,440Purchase
                    of property, plant, and equipment
                
                
                (19,010
                )
                
                
                (428,506
                )**NET
                    CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES**
                
                
                83,217
                
                
                
                (400,066
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Borrowings
                    of notes payable
                
                
                -
                
                
                
                431,874Principal
                    repayments on notes payable
                
                
                (431,874
                )
                
                
                -Proceeds
                    from shareholder loan
                
                
                79,841
                
                
                
                -Payment
                    on shareholder loan
                
                
                (72,375
                )
                
                
                -Capital
                    contribution
                
                
                402,987
                
                
                
                -**NET
                    CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES**
                
                
                (21,421
                )
                
                
                431,874FOREIGN
                    CURRENCY TRANSLATION ADJUSTMENT
                
                
                1,726
                
                
                
                1,132**NET
                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
                
                
                16,026
                
                
                
                (66,592
                )**CASH
                    AND CASH EQUIVALENTS:**Beginning
                    of period
                
                
                5,307
                
                
                
                71,899End
                    of period
                
                
                21,333
                
                
                
                5,307**SUPPLEMENTARY
                    NON-CASH FINANCING INFORMATION:**Common
                    stock issued for services
                
                $
                428,500
                
                
                $
                2,700,000Preferred
                    stock conversion into common stock
                
                $
                1,050
                
                
                $
                16,000Purchase
                    of fixed assets with a related party lease contract
                
                $
                -
                
                
                $
                147,142The
                    accompanying notes are an integral part of these financial
                    statements.




20
 *Table
          of Contents*


**Dark
                    Dynamite, Inc. and Subsidiary****Consolidated
                    Statement of Equity****For
                    the year ended December 31, 2006 and****For
                    the period from August 1, 2005 (Inception) through December 31,
                    2005**Restated
                
                
                
                
                
                
                
                
                
                
                
                
                
                AccumulatedCommon
                    Stock ($.0001 par)
                
                
                Additional
                
                
                
                
                
                OtherPaid-in
                
                
                Retained
                
                
                ComprehensiveShares
                
                
                Amount
                
                
                Capital
                
                
                (Deficit)
                
                
                Income
                
                
                TotalBalances,
                    January 1, 2005
                
                
                100,000
                
                
                $
                10
                
                
                $
                74,208
                
                
                $
                -
                
                
                
                
                
                $
                74,218Preferred
                    stock conversion
                
                
                40,000,000
                
                
                
                4,000
                
                
                
                12,000
                
                
                
                
                
                
                
                
                
                
                16,000Recapitalization
                
                
                501,568
                
                
                
                50
                
                
                
                (50
                )
                
                
                -Contributed
                    closing costs by related party
                
                
                -
                
                
                
                -
                
                
                
                175,000
                
                
                
                
                
                
                
                
                
                
                175,000Issuance
                    of stock for services
                
                
                3,000,000
                
                
                
                300
                
                
                
                2,699,700
                
                
                
                -
                
                
                
                
                
                
                2,700,000Other
                    comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,132
                
                
                
                1,132Net
                    (loss) for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (3,103,523
                )
                
                
                -
                
                
                
                (3,103,523
                )Balances,
                    December 31, 2005
                
                
                43,601,568
                
                
                $
                4,360
                
                
                $
                2,960,858
                
                
                $
                (3,103,523
                )
                
                $
                1,132
                
                
                $
                (137,173
                )Preferred
                    stock conversion
                
                
                1,237,500
                
                
                
                124
                
                
                
                371
                
                
                
                -
                
                
                
                
                
                
                
                495Preferred
                    stock conversion
                
                
                250,000
                
                
                
                25
                
                
                
                75
                
                
                
                -
                
                
                
                
                
                
                
                100Contributed
                    capital, which from a related party
                
                
                -
                
                
                
                -
                
                
                
                402,987
                
                
                
                -
                
                
                
                
                
                
                
                402,987Peferred
                    stock conversion
                
                
                1,137,500
                
                
                
                114
                
                
                
                341
                
                
                
                -
                
                
                
                
                
                
                
                455Issuance
                    of stock for services
                
                
                2,370,000
                
                
                
                237
                
                
                
                428,263
                
                
                
                -
                
                
                
                
                
                
                
                428,500Other
                    comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,726
                
                
                
                1,726Net
                    (loss) for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (328,725
                )
                
                
                -
                
                
                
                (328,725
                )Balances,
                    December 31, 2006
                
                
                48,596,568
                
                
                $
                4,860
                
                
                $
                3,792,895
                
                
                $
                (3,432,248
                )
                
                $
                2,858
                
                
                $
                368,365The
                    accompanying notes are an integral part of these financial
                    statements.




21
 *Table
          of Contents*


**DARK
            DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 FOR
            THE
            YEARS ENDED DECEMBER 31, 2006 AND 2005
 **NOTE
        A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Business
        Organization - Dark Dynamite, Inc. (the “Company” or “DKDY”) was
        incorporated in the State of Nevada on December 23, 1988, formerly known
        as NCI
        Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector
        Aeromotive Corporation.
 
 On
        August
        29, 2005, DKDY (acquiree) executed a Plan of Exchange with Shanxi Kai Da
        Lv You
        Gu Wen You Xian Gong Si, a corporation organized under the laws of the Peoples'
        Republic of China (“Kai Da” or "acquirer"), the Shareholders of Kai Da,
        Diversified Holdings X, Inc., a Nevada corporation (“Diversified Holdings”), and
        the majority shareholder of DKDY, pursuant to which, and the First Amendment
        of
        Plan of Exchange signed on September 29, 2005, the majority shareholder of
        DKDY
        and Diversified Holdings transferred a total of 4,990,000 shares of convertible
        preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
        related expenses. Each share of convertible preferred stock is convertible
        into
        twenty-five (25) shares of common stock, and each share votes together with
        the
        common stock on all matters presented for a vote on an “as converted” basis. In
        addition, the Company issued 100,000 new shares of common stock to Kai Da
        and/or
        the Kai Da shareholders in exchange for all of their shares of registered
        capital of Kai Da, which then became a wholly-owned subsidiary of the
        Registrant. On October 3, 2005, DKDY consummated the Plan of Exchange with
        Kai
        Da. As a result of the Plan of Exchange, Kai Na will become a wholly-owned
        subsidiary of DKDY. The transaction was treated for accounting purposes as
        a
        capital transaction and recapitalization by the accounting acquirer and as
        a
        re-organization by the accounting acquiree.
 
 Accordingly,
        the consolidated financial statements include the following:
 
 (1)
              The
                  balance sheet consists of the net assets of the acquirer at historical
                  cost and the net assets of the acquiree at historical
                  cost.
 
 
 (2)
              The
                  statement of operations includes the operations of the acquirer
                  for the
                  periods presented and the operations of the acquiree from the date
                  of the
                  merger.
 
 The
        accounting acquirer and acquiree are Kai Da and Dark Dynamite,
        respectively. In addition, the capital structure of the surviving
        consolidated company (the accounting acquirer) is now different from that
        appearing in the historical financial statements of the accounting acquiree
        due
        to the effects of recapitalization accounting.
 
 Kai
        Da is
        principally engaged in the theme park management in the PRC.
 
 DKDY
        and
        its wholly-owned subsidiary Kai Da are hereafter referred to as (the
“Company”).
 
 After
        the
        acquisition of Kai Da, the Company changed its primary business into theme
        park
        management and travel related services. The Company contracts and operates
        the
        Theme Park of Qin E Pang Gong (“Theme Park”) throughShanxi Kai Da Lv You
        Gu
        Wen You Xian Gong Si (“Kai Da”), its wholly owned
        subsidiary in
        China. The Theme Park was built up at the historical address of E Pang Gong,
        the
        most prestigious and largest palace in Chinese history built for Qin Shi
        Huang,
        the first emperor in the Qin dynasty over 2,200 years ago. E Pang Gong was
        burned down during the war and became a legend as well as the subject of
        numerous historical books. In 1994, the historical address of E Pang Gong
        was
        appraised by United Nations Educational, Scientific and Cultural Organization
        ("UNESCO") as one of the wonders in the ancient world due to the size of
        the
        palace and the degree of preservation. The current theme park was built
        imitating the original palace based on historical records and legends, covering
        approximately 5.59 million square feet consisting of several building structure,
        including the Front Palace, Qihe River, Magnetic Gate, Heaven Tower, Earth
        Temple, Lan-Chi Palace and the Shang-Lin Garden. Management believes it’s a
        significant achievement to be able to display such a famous and grand
        palace
  22
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
  **NOTE
        A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 Business
        Organization(Cont.) - to the domestic and international communities.
        It is believed to be one of the more important historical sites in
        China.
 
 In
        connection with the Company’s Theme Park management, it has currently developed
        three primary business segments:
  ·
              Theme
                  park admission and management·
              Resorts·
              Movie
                  and television revenues
 
 More
        information about the Company’s
        business can be found on its corporate website on the Internet athttp://www.qinepanggong.com.
 
 Basis
        of Presentation - The financial statements included herein were prepared
        under the accrual basis of accounting.
 
 Cash
        and Cash Equivalents - For purposes of the Statement of Cash Flows, the
        Company considers liquid investments with an original maturity of three months
        or less to be cash equivalents.
 
 Management’s
        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 financial statements and the reported amounts
        of
        revenues and expenses during the reporting period.  Such estimates
        include but are not limited to depreciation, taxes, and
        contingencies.  Actual results could differ from those
        estimates.  The financial statements above reflect all of the costs of
        doing business.
 
 Revenue
        Recognition - The Company's policy is to recognize income when it is earned.
        Kai Da's revenue is derived from ticket sales, and hotel and restaurant income.
        Revenues are booked net of any cash discounts. If any material
        contingencies are present, revenue recognition is delayed until all material
        contingencies are eliminated. Material contingencies are circumstances in
        which
        there are any potential uncertainties as to the completion of the revenue
        process being complete. Further, no revenue is recognized unless collection
        of
        the applicable consideration is probable. Probable collection is determined
        at
        the time collection occurs or is more than reasonably possible it will be
        collected. Retail store sales of products- revenue is recognized when sales
        are
        made. They are paid by cash or credit card. Park admissions- revenues from
        advance theme park ticket sales are recognized when the tickets are used.
        Management fees- revenues from management fees E Pang Gong Theme Park agreement
        are recognized as earned over the related period of time of the management
        services. Hotel and conference room rentals- revenues are recognized as earned
        at the conclusion of the nightly stay or conference room rental.
 
 Comprehensive
        Income (Loss)- The Company adopted Financial Accounting Standards Board
        Statement of Financial Accounting Standards (SFAS) No. 130, *“Reporting
        Comprehensive Income”*, which establishes standards for the reporting and
        display of comprehensive income and its components in the financial
        statements.  There were no items of comprehensive income (loss)
        applicable to the Company during the period covered in the financial
        statements.
  23
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
 
 **NOTE
        A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
  Principles
        of Consolidation - The consolidated financial statements include the
        financial information of the Company and its subsidiaries. The results of
        subsidiaries acquired or disposed of during the period are consolidated from
        or
        to their effective dates of acquisition or disposal, respectively. All material
        intercompany balances and transactions have been eliminated on
        consolidation.
  Loss
        Per Share - Loss per share is reported in accordance with Statement of
        Financial Accounting Standard (SFAS) No. 128. This statement required dual
        presentation of basic and diluted earnings (loss) with a reconciliation of
        the
        numerator and denominator of the loss per share computations. Basic earnings
        per
        share amounts are based on the weighted average shares of common stock
        outstanding. If applicable, diluted earnings per share would assume the
        conversion, exercise or issuance of all potential common stock instruments
        such
        as options, warrants and convertible securities, unless the effect is to
        reduce
        a loss or increase earnings per share. There were no adjustments required
        to net
        loss for the period presented in the computation of diluted loss per
        share.
  Foreign
        Currencies (KAI DA-Foreign Subsidiary) - The assets and liabilities
        denominated in respective functional currencies are translated into United
        States Dollars at the exchange rate as of the balance sheet date. The share
        capital and retained earnings are translated at exchange rates prevailing
        at the
        time of the transactions. Revenues, costs, and expenses denominated in
        respective functional currencies are translated into United States Dollars
        at
        the weighted average exchange rate for the period. The effects of foreign
        currencies translation adjustments are included in the definition of the
        changes
        included in comprehensive income.
 
 Property,
        Plant, and Equipment - Property, plant, and equipment are recorded at cost
        less accumulated depreciation and impairment. Repairs and maintenance
        expenditures, which are not considered improvements and do not extend the
        useful
        life of property, plant, and equipment, are expensed as incurred. The cost
        and
        related accumulated depreciation applicable to property, plant, and equipment
        sold or no longer in service are eliminated from the accounts and any gain
        or
        loss is included in the statement of operations.
  Depreciation
        is calculated to write-off the cost or basis of the property, plant, and
        equipment over their estimated useful lives for the date on which they become
        fully operational and after taking into account their estimated residual
        values
        (salvage value), using the straight-line method, at the following rates per
        year:
  Equipment Straight-line
        for 5 to 20 years with a 5% salvage value
 Furniture Straight-line
        for 5 to 10 years with a 5% salvage value
 Autos Straight-line
        for 5 to 10 years with a 5% salvage value
 
 When
        assets are sold or retired, their costs and accumulated depreciation are
        eliminated from the accounts and any gain or loss resulting from their disposal
        is included in the Statement of Operations.
  The
        Company recognizes an impairment loss on property, plant, and equipment when
        evidence, such as the sum of expected future cash flows (undiscounted and
        without interest charges), indicates that future operations will not produce
        sufficient revenue to cover the related future costs, including depreciation,
        and when the carrying amount of the asset cannot be realized through sale.
        Measurement of the impairment loss is based on the fair value of the
        assets.
 
 Fair
        Value of Financial Instruments - The carrying amounts reported in the
        balance sheet for cash, accounts receivable and payable approximate fair
        value
        based on the short-term maturity of these instruments.
  24
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
 
 **NOTE
        A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 Deferred
        Taxes
 Income
        taxes are provided in accordance with Statement of Financial Accounting
        Standards No. 109 (SFAS No. 109), *“Accounting for Income Taxes.”* A
        deferred tax asset or liability is recorded for all temporary differences
        between financial and tax reporting and net operating loss-carry
        forwards.
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that, some portion or all of the deferred
        tax asset will not be realized. Deferred tax assets and liabilities are adjusted
        for the effect of changes in tax laws and rates on the date of
        enactment.
 
 Accounts
        Receivable - Accounts deemed uncollectible are written off in the year they
        become uncollectible.  No receivables were deemed uncollectible as of
        December 31, 2006 or 2005.
 
 Impairment
        of Long-Lived Assets - The Company evaluates the recoverability of its fixed
        assets and other assets in accordance with Statement of Financial Accounting
        Standards No. 144, “*Accounting for the Impairment or Disposal of Long-Lived
        Assets” (“SFAS 144’).* SFAS 144 requires recognition of impairment of
        long-lived assets in the event the net book value of such assets exceeds
        its
        expected cash flows, it is considered to be impaired and is written down
        to fair
        value, which is determined based on either discounted future cash flows or
        appraised values. The Company adopted the statement on inception. No impairments
        of these types of assets were recognized during the period ended December
        31,
        2006 based upon a management review of such assets.
 
 Stock-Based
        Compensation - The Company accounts for stock-based compensation using the
        fair value method of Financial Accounting Standard No. 123R. Common shares
        issued for services rendered by a third party (both employees and non-employees)
        are recorded at the fair value of the shares issued or services rendered,
        whichever is more readily determinable.
 
 Recently
        Issued Accounting Pronouncements -In February 2006, FASB issued
        SFAS No. 155, *“Accounting for Certain Hybrid Financial Instruments.”*
        SFAS No. 155 amends SFAS No 133, *“Accounting for Derivative Instruments and
        Hedging Activities,”* and SFAF No. 140, *“Accounting for Transfers and
        Servicing of Financial Assets and Extinguishments of Liabilities.”* SFAS No.
        155, permits fair value re-measurement for any hybrid financial instrument
        that
        contains an embedded derivative that otherwise would require bifurcation,
        clarifies which interest-only strips and principal-only strips are not subject
        to the requirements of SFAS No. 133, establishes a requirement to evaluate
        interest in securitized financial assets to identify interests that are
        freestanding derivatives or that are hybrid financial instruments that contain
        an embedded derivative requiring bifurcation, clarifies that concentrations
        of
        credit risk in the form of subordination are not embedded derivatives, and
        amends SFAS No. 140 to eliminate the prohibition on the qualifying
        special-purpose entity from holding a derivative financial instrument that
        pertains to a beneficial interest other than another derivative financial
        instrument. This statement is effective for all financial instruments acquired
        or issued after the beginning of the Company’s first fiscal year that begins
        after September 15, 2006. The adoption of SFAS No. 155 is not expected to
        have a
        material impact on the Company’s results of operations or financial
        position.
  In
        June
        2006, the FASB issued Interpretation No. 48, “*Accounting for Uncertainty in
        Income Taxes - an interpretation of FASB Statement No. 109”* (“FIN 48”)
        which prescribes a recognition threshold and measurement attribute, as well
        as
        criteria for subsequently recognizing, derecognizing and measuring uncertain
        tax
        positions for financial statement purposes. FIN 48 also requires expanded
        disclosure with respect to the uncertainty in income tax assets and liabilities.
        FIN 48 is effective for fiscal years beginning after December 15, 2006, which
        will be the Company’s calendar year 2007, and is required to be recognized as a
        change in accounting principle through a cumulative-effect adjustment to
        retained earnings as of the beginning of the year of adoption. The adoption
        of
        FIN 48 is not expected to have a material impact on the Company’s consolidated
        results of operations or financial position.
  25
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
  **NOTE
        A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions
        of Emerging Issues Task Force (“EITF”) Issue No. 06-3, *“How Taxes Collected
        from Customers and Remitted to Governmental Authorities Should Be Presented
        in
        the Income Statement (That Is, Gross versus Net Presentation).”* EITF Issue
        No. 06-3 requires that the presentation of taxes within revenue-producing
        transactions between a seller and a customer, including but not limited to
        sales, use, value added, and some excise taxes, should be on either a gross
        (included in revenue and cost) or a net (excluded from revenue) basis. In
        addition, for any such taxes that are reported on a gross basis, a company
        should disclose the amounts of those taxes in interim and annual financial
        statements for each period for which an income statement is presented if
        those
        amounts are significant. The disclosure of those taxes can be done on an
        aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning
        after December 15, 2006, which will be the Company’s calendar year 2007. The
        adoption of EITF Issue No. 06-3 is not expected to have a material impact
        on the
        Company’s results of operations or financial position.
  In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No.108 (“SAB No. 108”), “*Considering the Effects of Prior Year
        Misstatements when Quantifying Current Year Misstatements.”* SAB No. 108
        requires analysis of misstatements using both an income statement (rollover)
        approach and a balance sheet (iron curtain) approach in assessing materiality
        and provides for a one-time cumulative effect transition adjustment. SAB
        No. 108
        is effective for the fiscal year beginning November 15, 2006. The adoption
        of
        SAB No. 108 is not expected to have a material impact on the Company’s results
        of operations or financial position.
  In
        March
        2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement
        No.
        140, Accounting for Transfers and Servicing of Financial Assets and
        Extinguishments of Liabilities, with respect to the accounting for separately
        recognized servicing assets and servicing liabilities. This Statement is
        effective as of the beginning of its first fiscal year that begins after
        September 15, 2006.
  An
        entity
        should apply the requirements for recognition and initial measurement of
        servicing assets and servicing liabilities prospectively to all transactions
        after the effective date of this Statement.
  In
        September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice.
  Statement
        No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It
        improves financial reporting by requiring an employer to recognize the over
        funded or under funded status of a defined benefit postretirement plan (other
        than a multiemployer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets of a not-for-profit organization. This
        Statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. The Company does not expect
        application of SFAS No. 156, 157 and 158 to have a material affect on its
        financial statements.
  26
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
 
 **NOTE
        B – SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
        disclosures of cash flow information for the period ended December 31, 2006
        and
        2005 are summarized as follows:
 
 Cash
        paid during the period ended December 31, 2006 and 2005 for interest and
        income
        taxes:
 
 2006                      2005
 Income
        Taxes                         $15,499                   $
        ---
 Interest                                  $  
          806                   $
        ---
 
 **NOTE
        C – SEGMENT REPORTING**
 
 In
        June
        1997, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 131, *“Disclosures about Segments of an Enterprise
        and Related Information.”* This statement requires companies to report
        information about operating segments in interim and annual financial statements.
        It also requires segment disclosures about products and services, geographic
        areas and major customers. The Company determined that it did not have any
        separately reportable operating segments as of December 31, 2006 or
        2005.
 
 **NOTE
        D – INCOME TAXES**
 
 The
        Company has approximately $3,272,391 of federal and state net operating losses
        available that expire in various years through the year 2025.
 
 Due
        to
        operating losses, there was no provision for current federal or state income
        taxes for the year ended December 31, 2006.
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting purposes
        and
        the amount used for federal and state income tax purposes.
 
 The
        Company’s deferred tax asset at December 31, 2006 consists of net operating loss
        carry-forward calculated using federal and state effective tax rates equating
        to
        approximately $1,090,000 less a valuation allowance in the amount of $1,090,000.
        Because of the Company’s lack of earnings history, the deferred tax asset has
        been fully offset by a valuation allowance. The valuation allowance increased
        (decreased) by approximately $95,000 for the year ended December 31,
        2006.
 
 Utilization
        of the net operating losses may be subject to certain annual limitations
        due to
        changes in control. This may result in the expiration of net operating losses
        before full utilization.
 
 The
        Company’s total deferred tax asset as of December 31, 2006 is as
        follows:
  2006                              
2005
 Net
        operating loss
        carry-forwards                $1,090,000                       $995,000
 Valuation
        Allowance                                  
(
        1,090,000)                     
(995,000)
 $          -0-                      $        -0-
   27
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
 **NOTE
        E – NOTES PAYABLE**
 
 Notes
        payable at December 31, 2006 and 2005 consist of the following:
  **2006**
                
                ****
                **2005**Secured
                    note payable to an unrelated party.Bearing
                    10% interest. $
                
                
                -0-
                
                
                $
                10,350Unsecured
                    note payable to an unrelated party.Bearing
                    10% interest.
                
                
                -0-
                
                
                
                9,261Secured
                    note payable to an unrelated party.Bearing
                    0% interest.
                
                
                -0-
                
                
                
                10,000Total
                
                $
                -0-
                
                
                $
                29,611
 
 **NOTE
        F – PAYABLES, COMMITMENTS AND CONTIGENCIES**
 
 As
        of
        December 31, 2005, the Company’s subsidiary Kai Da had a Payable outstanding in
        the amount of $402,263 to a related party (see note L).  The payable
        is set-up as a financial purchase/lease contract for the acquisition of the
        fixed assets.  Payments are to be made in installments over five
        years.  Future total payments by year will be made as
        follows:
 
 2006                                 $100,564
 2007                                   100,564
 2008                                   100,564
 2009                                   100,571
 Total                       $402,263
 
 
 As
        of
        December 31, 2006, the note payable of $402,263 was fully paid. Land and
        building was provided rent-free to the Company.  The Company had no
        other commitments or contingencies.
 
 **NOTE
        G – PREFERRED STOCK**
 
 During
        the quarter ended March 31, 2006, 59,500 shares of preferred stock were
        converted into 1,487,500 common shares by the Company's consultants and former
        owner, resulting in a balance of 3,340,500 preferred shares as of March 31,
        2006.
 
 During
        the quarter ended December 31, 2006, 45,500 shares of preferred stock were
        converted into 1,137,500 common shares by the Company's consultants and former
        owner, resulting in a balance of 3,295,000 preferred shares as of December
        31,
        2006.
 
 28
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
 
 **NOTE
        H – COMMON STOCK**
 
 During
        the quarter ended March 31, 2005, The Company issued 1,608,500 shares of
        its
        post reverse split common stock pursuant to the Company’s S-8 Registration
        Statement. There were no restricted shares of common stock issued during
        the
        same period.
 
 During
        the quarter ended June 30, 2005, the Company issued 200,000 shares of its
        post
        reverse split common stock pursuant to the Company’s 8-K Statement. The shares
        are restricted, and they were issued in a private transaction pursuant to
        Section 4(2) of the Securities Act of 1933.
 
 During
        the quarter ended September 30, 2005, the Company issued 184,890 shares of
        post
        reverse split common stock.
 
 During
        the quarter ended December 31, 2005, the Company issued 9,402 shares of post
        reverse split common stock.
 
 During
        the quarter ended December 31, 2006, the Company issued 428,500 shares of
        post
        reverse split common stock as payment for services to companies and
        individuals.
 
 **NOTE
        I – REVERSE STOCK SPLITS**
 
 A
        common
        stock reverse split of 1 for 1,000 was effective March 28, 2005. All common
        stock amounts in the accompanying financial statements issued on or before
        the
        date of the reverse stock split have been restated retroactively to reflect
        this
        capitalization change.
 
 A
        common
        stock reverse split of 1 for 4 was effective November 3, 2005. All common
        stock
        amounts have been restated to reflect this capitalization change.
  **NOTE
        J – CONTROL OF THE CORPORATION**
 
 On
        August
        29, 2005, the Company and its majority shareholder, Richard Surber, signed
        a
        Plan of Exchange agreement (“Agreement”) with Shanxi Kai Da LV You Xian Gong SI
        (“Kai Da”), a corporation formed according to the laws of the Peoples Republic
        of China. The agreement set forth the terms and conditions under which control
        of the Company would be acquired by the shareholders of Kai Da through the
        purchase of 4,990,000 shares of the convertible preferred stock of the Company
        from Surber or companies under his control.
 
 The
        Agreement called for the exchange to be completed on or about September 28,
        2005. The shares of convertible preferred stock were to be deposited into
        escrow
        in exchange for a total cash payment of $495,000 and making Kai Da a wholly
        owned subsidiary of Dark Dynamite, Inc. At the conclusion of the exchange,
        the
        shareholders of Kai Da would hold approximately 98% of the voting control
        of the
        Company.
 
 **NOTE
        K – GOING CONCERN**
 
 As
        shown
        in the accompanying audited financial statements, the Company has a deficit
        book
        value and a negative cash flow from operations that have placed substantial
        doubt as to whether the Company can continue as a going concern. The ability
        of
        the Company to continue as a going concern is dependent on developing
        operations, increasing revenues, and obtaining new capital. Management has
        enacted a plan to raise capital and increase profitability.
  29
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEARS ENDED DECEMBER 31, 2006 AND 2005
 **NOTE
        L – LITIGATION**
 
 **Securities
        and Exchange Commission v. David M. Wolfson, et al.** On October 16,
        2004 a civil complaint was filed by the Securities and Exchange Commission
        in
        which Dark Dynamite, Inc. was named as a respondent. The Company's former
        president Gino Carlucci was also named as a respondent. The suit was filed
        in
        the United States District Court for the District of Utah and bears the docket
        number 2:03CV00914DAK and the style of the case is: “Securities and Exchange
        Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation;
        Momentous Group, LLC, a Utah limited liability company; Leeward Consulting
        Group, LLC, a Utah limited liability company; Sukumo Limited, a company
        incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara
        Group, First Chartered Capital Corporation, First Colonial Trust, First China
        Capital and International Investment Holding); Michael Sydney Newman (A.K.A.
        Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson;
        Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited liability
        company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake;
        Jon R.
        Marple; Grateful Internet Associates, LLC, a Colorado limited liability company;
        Diversified Financial Resources Corporation, a Delaware corporation; John
        Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus;
        Samuel Cohen; Dark Dynamite, Inc., (The Company) a Nevada corporation. The
        complaint alleges that the Company failed to accurately and fully disclose
        the
        nature of its relationship to The Sukumo Group, Inc., including the failure
        of
        Sukumo to complete the purchase of the shares and alleges that Sukumo acted
        as a
        selling agent for the Company. The complaint also faults The Sukumo Group
        Inc.'s
        actions with regard to the sale of common stock to off shore purchasers for
        failing to disclose the interest that Sukumo had in each sale, reporting
        that it
        was taking a 1-2% commission on the sale rather than keeping 70% or more
        of the
        proceeds of each transaction. The Company filed a motion to dismiss the
        complaint based upon a lack of jurisdiction and the failure of the complaint
        to
        adequately set forth the actions of the Company which form the basis of a
        cause
        of action against the Company that was denied by the Court. The Company filed
        an
        answer disputing the allegations of the complaint and has participated in
        some
        pre-trial discovery. The Company and the Government have agreed upon the
        terms
        of a settlement, the terms of which provide for the Company to pay the sum
        of
        $30,000 to the SEC. The SEC is currently reviewing the terms of a proposed
        consent decree in which the Company would neither admit or deny the claims
        made
        in the complaint and be subject to an injunction prohibiting future violations
        of the securities laws and regulations, this review has been pending for
        more
        than 18 months with no report of expected action on the proposal and without
        any
        change in the status of the litigation impacting the Company.
  The
        Company believes that adequate provision has been made for all other judgments
        that may be awarded against the Company. None of the other lawsuits have
        yet
        been resolved.
 
 **NOTE
        M – RELATED PARTY TRANSACTIONS**
 
 The
        Company's subsidiary Kai Da signed a management contract with Shanxi Qin
        E'Pang
        Tourism Development Co., Ltd. According to the contract, the Company will
        manage
        the A'Pang palace tourist, hotel, and restaurant from August 1, 2005 to July
        31,
        2010 and hold 90% of the net profits. The remaining 10% of the net profit
        will
        be returned to Shanxi Qin E'Pang Tourism Development Co., Ltd. In September
        2005, the Company purchased the fixed assets from Shanxi Qin E'Pang Tourism
        Development Co., Ltd. by executing a financial leasing contract.
 
 As
        of
        December 31, 2006, the Company has a balance due to a shareholder of
        $7,466.
 
 The
        President and shareholders of Kai Da contributed cash in the approximate
        amount
        of $400,000 to the Company during 2006.
  **NOTE
        N – DISPOSAL OF SUBSIDIARY**
 
 On
        April
        1, 2006, the Company executed an Agreement (the “Agreement”) between the Company
        and Diversified Holdings X, Inc. ("DHX"), a Nevada corporation, pursuant
        to
        which the Company agreed to sell its ownership of Black Chandelier, Inc.
        (“BCI”)
        to DHX. The gains on disposal of subsidiary are as follows:
  December
                  31, 2006(Loss)
                  from investment in BCI
              
              $
              (9,900)Write
                  off the liabilities due from subsidiary to parent
              
              
              37,222Gains
                  on disposal of subsidiary
              
              $
              27,322
  **NOTE
        O – DISCONTINUED OPERATIONS**
 
 As
        noted
        in Note N above, the Company’s operating subsidiary ceased operations due to an
        agreement and related sale thereto. The discontinued operations are reported
        in
        these financial statements for the two reporting years, at December 31, 2006
        and
        2005 as follows:
 
 2006
              
              
              2005Revenues
              
              $
              -
              
              
              $
              -Costs
                  and Expenses
              
              
              -
              
              
              
              -Loss
                  from discontinued operations
              
              $
              -
              
              
              $
              -


30
 *Table
          of Contents*




**ITEM
      8.** **CHANGES
      WITH AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DIS****CLOSURE**





On
      February 2, 2007, our Board of Directors
      approved to dismiss Traci J. Anderson, CPA as its independent auditor, and
      engage Lake & Associates CPA’s LLC as our independent auditor to audit our
      financial statements for the year ended December 31, 2006 and to review our
      three quarterly reports in 2007. The decision to make the change was approved
      by
      our Board of Directors. We do not have an audit committee.





During
      our two most recent fiscal years ended December 31, 2004 and 2005 and the
      subsequent interim period through February 2, 2007, we did not consult Lake
      & Associates CPA’s LLC with respect to any of the matters described in Item
      304(a)(2) of Regulation S-K.





Traci
      J.
      Anderson, CPA's audit reports regarding our financial statements for the fiscal
      year ended December 31, 2005, contained no adverse opinion or disclaimer of
      opinion nor were they qualified or modified as to the uncertainty, audit scope
      or accounting principles, except that their audit reports for the years ended
      December 31, 2005 contained a going concern qualification.





In
      connection with the prior audit for the fiscal year ended December 31, 2005,
      and
      the review for the interim periods ended March 31, 2006, June 30, 2006 and
      September 30, 2006, there have been no disagreements with Traci J. Anderson,
      CPA
      on any matter of accounting principles or practices, financial statement
      disclosure or auditing scope or procedure, which if not resolved to the
      satisfaction of Traci J. Anderson, CPA would have caused it to make reference
      to
      the subject matter of the disagreement in connection with its report on these
      financial statements for those periods. In addition, Traci J. Anderson, CPA
      had
      no disagreements with us for the interim period from November 30, 2005, the
      date
      of engagement, up to February 2, 2007.





**ITEM
      8A. CONTROLS AND PROCEDURES**





**Quarterly
      Evaluation of Controls**




As
      of the
      end of the period covered by this annual report on Form 10-KSB, we evaluated
      the
      effectiveness of the design and operation of (i) their disclosure controls
      and
      procedures ("Disclosure Controls"), and (ii) their internal control over
      financial reporting ("Internal Controls"). This evaluation ("Evaluation") was
      performed by our President and Chief Executive Officer, Lei, Ming ("CEO") and
      by
      Wang, Xiaojun, our Chief Financial Officer ("CFO"). In this section, we present
      the conclusions of our CEO and CFO based on and as of the date of the Evaluation
      (i) with respect to the effectiveness of their Disclosure Controls and (ii)
      with
      respect to any change in their Internal Controls that occurred during the most
      recent fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect their Internal Controls.





**CEO
      and CFO Certifications**




Attached
      to this annual report, as Exhibits 31.1 and 31.2, are certain certifications
      of
      the CEO and CFO, which are required in accordance with the Exchange Act and
      the
      Commission’s rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
      Certifications"). This section of the annual report contains the information
      concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
      Certifications. This information should be read in conjunction with the Rule
      13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
      topic presented.




31
 *Table
          of Contents*




**Disclosure
      Controls and Internal Controls**




Disclosure
      Controls are procedures designed with the objective of ensuring that information
      required to be disclosed in our reports filed with the Securities and Exchange
      Commission under the Securities Exchange Act, such as this annual report, is
      recorded, processed, summarized and reported within the time period specified
      in
      the Commission’s rules and forms. Disclosure Controls are also designed with the
      objective of ensuring that material information relating to us is made known
      to
      the CEO and the CFO by others, particularly during the period in which the
      applicable report is being prepared. Internal Controls, on the other hand,
      are
      procedures which are designed with the objective of providing reasonable
      assurance that (i) our transactions are properly authorized, (ii) our assets
      are
      safeguarded against unauthorized or improper use, and (iii) our transactions
      are
      properly recorded and reported, all to permit the preparation of complete and
      accurate financial statements in conformity with accounting principals generally
      accepted in the United States of America.





**Limitations
      on the Effectiveness of Controls**




Our
      management does not expect that their Disclosure Controls or their Internal
      Controls will prevent all error and all fraud. A control system, no matter
      how
      well developed and operated, can provide only reasonable, but not absolute
      assurance that the objectives of the control system are met. Further, the design
      of the control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances so of
      fraud, if any, within us have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the control. The design of a system
      of controls also is based in part upon certain assumptions about the likelihood
      of future events, and there can be no assurance that any design will succeed
      in
      achieving its stated objectives under all potential future conditions. Over
      time, control may become inadequate because of changes in conditions, or because
      the degree of compliance with the policies or procedures may deteriorate.
      Because of the inherent limitations in a cost-effective control system,
      misstatements due to error or fraud may occur and not be detected.





**Scope
      of the Evaluation**




The
      CEO
      and CFO’s evaluation of our Disclosure Controls and Internal Controls included a
      review of the controls’ (i) objectives, (ii) design, (iii) implementation, and
      (iv) the effect of the controls on the information generated for use in this
      annual report. In the course of the Evaluation, the CEO and CFO sought to
      identify data errors, control problems, acts of fraud, and they sought to
      confirm that appropriate corrective action, including process improvements,
      was
      being undertaken. This type of evaluation is done on a quarterly basis so that
      the conclusions concerning the effectiveness of our controls can be reported
      in
      their quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The
      overall goals of these various evaluation activities are to monitor our
      Disclosure Controls and our Internal Controls, and to make modifications if
      and
      as necessary. Our external auditors also review Internal Controls in connection
      with their audit and review activities. Our intent in this regard is that the
      Disclosure Controls and the Internal Controls will be maintained as dynamic
      systems that change (including improvements and corrections) as conditions
      warrant.




Among
      other matters, we sought in their Evaluation to determine whether there were
      any
      significant deficiencies or material weaknesses in our Internal Controls, which
      are reasonably likely to adversely affect our ability to record, process,
      summarize and report financial information, or whether we had identified any
      acts of fraud, whether or not material, involving management or other employees
      who have a significant role in their Internal Controls. This information was
      important for both the Evaluation, generally, and because the Rule
      13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO
      disclose that information to our Board (audit committee), and to our independent
      auditors, and to report on related matters in this section of the annual report.
      In the professional auditing literature, "significant deficiencies" are referred
      to as "reportable conditions". These are control issues that could have
      significant adverse affect on the ability to record, process, summarize and
      report financial data in the financial statements. A "material weakness" is
      defined in the auditing literature as a particularly serious reportable
      condition where the internal control does not reduce, to a relatively low level,
      the risk that misstatement cause by error or fraud may occur in amounts that
      would be material in relation to the financial statements and not be detected
      within a timely period by employee in the normal course of performing their
      assigned functions. We also sought to deal with other controls matters in the
      Evaluation, and in each case, if a problem was identified, we considered what
      revisions, improvements and/or corrections to make in accordance with our
      ongoing procedures.




32
 *Table
          of Contents*




**Conclusions**




Based
      upon the Evaluation, our disclosure controls and procedures are designed to
      provide reasonable assurance of achieving our objectives. Our CEO and CFO have
      concluded that our disclosure controls and procedures are effective at that
      reasonable assurance level to ensure that material information relating to
      us is
      made known to management, including the CEO and CFO, particularly during the
      period when our periodic reports are being prepared, and that our Internal
      Controls are effective at that assurance level to provide reasonable assurance
      that our financial statements are fairly presented inconformity with accounting
      principals generally accepted in the United States of America. Additionally,
      there has been no change in our Internal Controls that occurred during our
      most
      recent fiscal quarter that has materially affected, or is reasonably likely
      to
      affect, our Internal Controls.





Evaluation
      of Disclosure Controls and Procedures – our Chief Executive Officer and Chief
      Financial Officer, after evaluating the effectiveness of our disclosure controls
      and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange
      Act) as of the end of the period covered by this report, have concluded that,
      based on the evaluation of these controls and procedures, our disclosure
      controls and procedures were effective.





**ITEM
      9.** **DIRECTORS
      AND
      EXECUTIVE OFFICERS OF THE REGISTRANT**





Identification
      of Directors and Executive Officers and Significant Employees.




The
      following table identifies all of our current executive officers, directors
      and
      significant employees. The officers and directors will serve until the next
      annual meeting of the stockholders, or until their successors are elected or
      appointed and qualified, or they resign or are terminated.




**Name**
            **Age**
            **Position**
            **Commenced**Lei,
                Ming
            41
            CEO,
                President,
            10/13/2005*Wang,
                Xiao Jun
            41
            CFO
            10/13/2005




All
      executive officers are elected by the Board and hold office until the next
      Annual Meeting of stockholders and until their successors are elected and
      qualify.





*
      Mr. Lei
      was appointed to the board effective as of October 13, 2005, the effective
      date
      of the resignation of Mr. Jared Gold as former President and CEO.





**Business
      Experience and Personal Background**





Mr.
      Lei
      is 41 years of age, majored in Economics and Management with a bachelor’s
      degree. He started his career in the tourism industry in 1990, acting as the
      General Manager of Shanxi Qian Ling Travel Service Ltd., a corporation organized
      and existing under the laws of the Peoples’ Republic of China. In 1998, he began
      working at the E Pang Gong Theme Park, located in Xi’an, China, and he was
      responsible for operations and management of the theme park. Beginning in 2002,
      he served as the General Manager of Qin Epanggong Lv You Gong Si, the corporate
      entity which holds the lease and owns certain leasehold improvements at the
      theme park. Mr. Lei has a great deal of experience in theme park management
      and
      marketing. He was responsible for consistent growth in E Pang Gong’s business
      while the theme park was under his management.





Mr.
      Wang,
      Xiaojun is 41 years of age, graduated from Shenzhen Radio and TV University
      in
      1991. During the period from 1987 to 1992, Mr. Wang worked as the manager of
      the
      Accounting Department of Shenzhen Huajun Industrial Co, Ltd. From 1992 to 1993,
      he was the accounting officer for Liquan Commerce and Trade Company. From 1993
      to 1998, he was the Accounting manager in the Liquan Outtrade Company. In 1998,
      Mr. Xiaojun was retained by Shannxi Qin Epanggong Tourism Development Co, Ltd
      as
      the Chief Financial Officer.





**Significant
      Employees**




The
      Company has no significant employees in the United States.





**Legal
      Proceedings**




No
      officer, director, or persons nominated for such positions and no promoter
      or
      significant employee of us has been involved in legal proceedings that would
      be
      material to an evaluation of the management.




There
      are
      no arrangements or understandings pursuant to which any were elected as
      officers.




33
 *Table
          of Contents*




**Audit
      Committee Financial Expert**




We
      do not
      have a separately designated standing audit committee. Pursuant to Section
      3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit
      committee for the purpose of overseeing the accounting and financial reporting
      processes, and audits of our financial statements. The Commission recently
      adopted new regulations relating to audit committee composition and functions,
      including disclosure requirements relating to the presence of an "audit
      committee financial expert" serving on its audit committee. In connection with
      these new requirements, our Board of Directors examined the Commission's
      definition of "audit committee financial expert" and concluded that the Company
      does not currently have a person that qualifies as such an expert. We have
      had
      minimal operations for the past two (2) years. Presently, there are only two
      (2)
      directors serving on our Board, and we are not in a position at this time to
      attract, retain and compensate additional directors in order to acquire a
      director who qualifies as an "audit committee financial expert", but we intend
      to retain an additional director who will qualify as such an expert, as soon
      as
      reasonably practicable. While neither of our current directors meets the
      qualifications of an "audit committee financial expert", each of our directors,
      by virtue of his past employment experience, has considerable knowledge of
      financial statements, finance, and accounting, and has significant employment
      experience involving financial oversight responsibilities. Accordingly, we
      believe that its current directors capably fulfill the duties and
      responsibilities of an audit committee in the absence of such an
      expert.





Code
      of
      Ethics




We
      are
      presently working with its legal counsel to prepare and adopt a code of ethics
      that applies to our principal chief executive officer, principal financial
      officer, and principal accounting officer or controller, or persons performing
      similar functions (the Code of Ethics"). A draft of the Code of Ethics is
      attached hereto asExhibit 14.1.
      The Code of Ethics is
      being designed with the intent to deter wrongdoing, and to promote the
      following:





·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships




·
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that a small business issuer files with, or submits to,
                the
                Commission and in other public communications made by the small business
                issuer




·
            Compliance
                with applicable governmental laws, rules and
                regulations




·
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the
                code




·
            Accountability
                for adherence to the code





Section
      16(a) Beneficial Ownership Reporting Compliance





Under
      Section 16(a) of the Exchange Act, all executive officers, directors, and each
      person who is the beneficial owner of more than 10% of the common stock of
      a
      company that files reports pursuant to Section 12 of the Exchange Act, are
      required to report the ownership of such common stock, options, and stock
      appreciation rights (other than certain cash-only rights) and any changes in
      that ownership with the Commission. Specific due dates for these reports have
      been established, and the Company is required to report, in this Form 10-KSB,
      any failure to comply therewith during the fiscal year ended December 2003.
      The
      Company believes that all of these filing requirements were satisfied by its
      executive officers, directors and by the beneficial owners of more than 10%
      of
      our common stock. In making this statement, we have relied solely on copies
      of
      any reporting forms received by it, and upon any written representations
      received from reporting persons that no Form 5 (Annual Statement of Changes
      in
      Beneficial Ownership) was required to be filed under applicable rules of the
      Commission.




34
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          of Contents*





**ITEM
      10. EXECUTIVE COMPENSAT ION**




Summary
                Compensation TableAnnual
                Compensation
            Long
                Term CompensationName
                and Principal
              Position
            Year
            Salary
                ($)
            Bonus
                ($)
            Other
                Annual Compensation ($)
            Restricted
              Stock
                Award(s) ($)
            Securities
                Underlying
              Options
                (#)
            LTIP
                Payouts ($)
            Other
                ($)Lei,
                Ming
              President,
                Chief Executive Officer and Director
            2006
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            0Wang,
                Xiao Jun
              Chief
                Financial Officer
            2006
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            0







We
      have
      not entered into any other employment agreements with their employees, Officers
      or Directors. We have no standard arrangements under which we will compensate
      their directors for their services provided to them.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND** **MANAGEMENT**




The
      following tables set forth the ownership, as of December 31, 2006, of our common
      stock (a) by each person known by us to be the beneficial owner of more than
      5%
      of our outstanding common stock, and (b) by each of our directors, by all
      executive officers and our directors as a group. To the best of our knowledge,
      all persons named have sole voting and investment power with respect to such
      shares, except as otherwise noted.




Security
      Ownership of Certain Beneficial Owners(Pursuant
      to Rule 13-d-3 under the
      Securities Exchange Act of 1934, as amended, beneficial ownership of a security
      consists of sole or shared voting power (including the power to vote or direct
      the voting) and/or sole or shared investment power (including the power to
      dispose or direct the disposition) with respect to a security whether through
      a
      contract, arrangement, understanding, relationship or otherwise. Unless
      otherwise indicated, each person indicated above has sole power to vote, or
      dispose or direct the disposition of all shares beneficially owned. The Company
      is unaware of any shareholders whose voting rights would be affected by
      community property laws. 1)( 2).




Title
                of Class
            Name
                and Address
            #
                of Shares
            Percentage
                of ClassCommon
            Lei,
                Ming, President
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            2,480,994
            5.1%Preferred
            Lei,
                Ming
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            3,295,000
            67.8%




35
 *Table
          of Contents*




Security
      Ownership of Officers and Directors(2).





Title
                of Class
            Name
                and Address
            #
                of Shares
            Percentage
                of ClassCommon
            Lei,
                Ming, President
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            2,480,994
            5.1%Common
            All
                Officers and Directors as a Group (2)
            2,480,994
            5.7%Preferred
            Lei,
                Ming, President
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            3,295,000
            67.8%Preferred
            All
                Officers and Directors as a Group (2)
            3,295,000
            67.8%




2005
      Changes in Control.




Pursuant
      to and at the closing of the Agreement, which occurred as of October 3, 2005,
      we
      authorized the Standard Register & Transfer Company, Inc., our former
      transfer agent, to issue to the shareholders of Kai Da (the “Kai Da
      Shareholders”), 40,000,000 shares of our common stock, upon conversion of
      1,600,000 of the 4,990,000 shares of its convertible preferred stock purchased
      by the Kai Da Shareholders at closing for $495,000, and 100,000 shares of our
      common stock issued to the Kai Da Shareholders in exchange for all of the issued
      and outstanding registered capital of Kai Da. Further, the Kai Da Shareholders
      have agreed pursuant to a trust arrangement established under Chinese law to
      transfer all of the 40,100,000 shares of common stock which will be issued
      to
      them as a result of the closing, on a pro rata basis, to approximately 3,000
      shareholders of E Pang Gong, the Chinese company that owns the leasehold
      interest and improvements of the E Pang Gong theme park. The theme park and
      hotel located on the premises is the subject of a management contract with
      Kai
      Da from which Kai Da derives most of its revenues. As a result of the
      transactions consummated at the closing, shares representing 93.3% of our
      post-issuance outstanding shares of common stock were issued to the Kai Da
      shareholders, and all of the registered capital of Kai Da was acquired by us.
      Upon completion of the physical exchange of the share certificates, Kai Da
      will
      become our wholly-owned subsidiary.





As
      a result of the transactions consummated at the closing, there has
      been a change in control of the ownership of the outstanding shares of our
      common stock. There has not been a change in control of a majority of our Board
      of Directors, although Kai Da intends, at some future date, to file an
      Information Statement on Schedule 14F-1 and appoint its own directors. At such
      time there will be a change in control of our Board of Directors within the
      meaning of Section 14(f) of the Exchange Act.




**ITEM
      12.** **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIO****NS**





During
      the past two years we have been party to the following material transactions
      or
      series of transactions with the below named Directors, Executive Officers,
      or
      nominees for election as our Director, or a beneficial owner of 5% or more
      of
      our outstanding common stock:





During
      the quarter ended March 31, 2005, we issued 1,608,500 shares of its post reverse
      split common stock pursuant to our Form S-8 Registration Statement. There were
      no restricted shares of common stock issued during the same period.





During
      the quarter ended June 30, 2005, we issued 200,000 shares of its post reverse
      split common stock pursuant to our 8-K Statement. The shares are restricted,
      and
      they were issued in a private transaction pursuant to Section 4(2) of the
      Securities Act of 1933.





During
      the quarter ended September 30, 2005, we issued 184,890 shares of post reverse
      split common stock.





During
      the quarter ended December 31, 2005, we issued 9,402 shares of post reverse
      split common stock.




On
      October 3, 2005, we transferred a total of 4,990,000 shares of convertible
      preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
      related expenses, and issued 100,000 new shares of common stock to Kai Da and/or
      the Kai Da shareholders in exchange for all of their shares of registered
      capital of Kai Da, which then became our wholly-owned subsidiary. After the
      closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the
      4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000 shares
      of common stock, and transferred all of the 40,100,000 shares of common stock
      issued to them at the closing, pursuant to trust arrangements established under
      Chinese law, on a pro rata basis and in a Regulation S offering, to
      approximately 3,601 shareholders of Shaanxi E Pang Gong Tourism Development
      Co.,
      Ltd. (“E Pang Gong”), a limited liability company organized under the laws of
      the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and
      certain improvements associated with the E Pang Gong Theme Park in Xi’An,
      China.





On
      January 4, 2006, 49,500 shares of preferred stock were converted into 1,237,500
      common shares by our consultants.





On
      January 10, 2006, 10,000 shares of preferred stock were converted into 250,000
      common shares by our former owner.




36
 *Table
          of Contents*




**ITEM
      13. EXHIBITS, LIST AND REPORTS ON FORM****8-K**





(a)
      Exhibits.





3.1   
                 Articles of incorporation, as amended are hereby incorporated by
                reference info Form 10-SB3.2   
                 Bylaws are hereby incorporated by reference into Form
                10-SB10.1 
                 Plan of
                Exchange, dated August 29, 2005, filed as
                an
                Exhibit to ourForm 8-K,
                as filed
                with the Commission on August 30, 200510.2 
                 First Amendment to Plan of Exchange, dated September 29, 2005, filed
                as an Exhibit to our Form
                8-K, as
                filed with the Commission on September 30, 200510.3   Letter
                Agreement dated April 1, 2006, filed as an Exhibit to our Form 8-K,
                as
                filed with the Commission on April 18, 2006.10.4   Letter
                from Traci J. Anderson dated February 2, 2007, filed as an Exhibit
                to our
                Form 8-K, as filed with the Commission on February 5,
                2007.10.5   Contractual
                Obligation Agreement, dated July 5, 2005.
                *14.1Code
                of
                Ethics*31.1Rule
                13a-14(a)/15d-14(a) Certifications of Chief Executive Officer*31.2Rule
                13a-14(a)/15d-14(a) Certifications of Chief Financial Officer*32.1Section
                1350 Certifications of Chief Executive Officer*32.2Section
                1350 Certifications of Chief Financial Officer*





*
      Filed
      herewith.





(b)
      Reports on Form 8-K.





(1)
            On
                January 4, 2006, we filed an 8-K report to announce that we will
                be
                beneficial at a municipal engineering project relating to the Western
                3rdBeltway
                of Xi’an
                City, which will increase the attractiveness and accessibility of
                the
                Theme Park for tourists traveling from the downtown areas after the
                completion of this project.




(2)
            On
                January 24, 2006 we filed an 8-K report to announce that our wholly
                owned
                subsidiary, Shan Xi Kai Da Lv You Gu Wen You Xian Gong Si, a corporation
                organized and existing under the laws of the Peoples’ Republic of China
                (“Kai Da”), Shan Xi Qin Epanggong Lv You Fa Zhan Gu Fen You Xian Gong Si,
                a corporation organized and existing under the laws of the Peoples’
                Republic of China (“Shan Xi Qin”), and Guangzhou Lv Rong Shu Tou Zi Gu Wen
                You Xian Gong Si, a corporation organized and existing under the
                laws of
                the Peoples’ Republic of China (“Greentree Financial Group China”), have
                entered into a Contract for a Cooperative Dinner Show at the E-pang
                Palace
                Theme Park located in Xi’An, China, which Theme Park is managed by Kai Da
                pursuant to a Contractual Operation
                Agreement.





(3)
            On
                January 31, 2006, we filed an 8-K report amending our 8-K report
                filed on
                October 3, 2005.




(4)
            On
                April 18, 2006, we filed an 8-K report announcing the sale of Black
                Chandelier, Inc. to DHX.




**Subsequent
      Events**





(5)
            On
                February 2, 2007, our Board of Directors approved to dismiss Traci
                J.
                Anderson, CPA as its independent auditor, and engage Lake & Associates
                CPA’s LLC as our independent auditor to audit our financial statements
                for
                the year ended December 31, 2006 and to review our three quarterly
                reports
                in 2007. The decision to make the change was approved by our Board
                of
                Directors.





List
      of
      Subsidiaries:


1.
            Black
                Chandelier, Inc.


2.
            Shanxi
                Kai Da Lv You Gu Wen You Xian Gong Si ("Kai
                Da”)





37
 *Table
          of Contents*




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVI****CES**




The
      following table represents the aggregate fees billed for professional audit
      services rendered to the independent auditor, Traci J. Anderson, CPA
      (“Anderson”) and Lake & Associates (“Lake”) for our audit of the annual
      financial statements for the years ended December 31, 2005 and 2006,
      respectively. Audit fees and other fees of auditors are listed as
      follows:





Year
                  Ended December 31
              2006
              2005Lake
              AndersonAudit
                  Fees(1)
              $28,000
              $11,243Audit-Related
                  Fees(2)
              --
              --Tax
                  Fees(3)
              --
              --All
                  Other Fees(4)
              --
              --Total
                  Accounting Fees and Services
              $28,000
              $11,243







(1)
            *Audit
                Fees*.
                These are fees for professional services for our audit of the annual
                financial statements, and for the review of the financial statements
                included in our filings on Form 10-QSB, and for services that are
                normally
                provided in connection with statutory and regulatory filings or
                engagements.




(2)
            *Audit-Related
                Fees*.
                These are fees for the assurance and related services reasonably
                related
                to the performance of the audit or the review of our financial
                statements.




(3)
            *Tax
                Fees*.
                These are fees for professional services with respect to tax compliance,
                tax advice, and tax planning.




(4)
            *All
                Other Fees*. These
                are fees for
                permissible work that does not fall within any of the other fee
                categories, i.e., Audit Fees, Audit-Related Fees, or Tax
                Fees.





**Pre-approved
      Policy for Audit and Non-Audit Services**





We
      not
      have a standing audit committee and the full board of directors performs all
      functions of an audit committee, including the pre-approval of all audit and
      non-audit services prior to the Company engaging an accountant. All of the
      services rendered for us by the auditors were pre-approved by our board of
      directors.




38
 *Table
          of Contents*




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      we
      caused this Annual Report and any subsequent amendments thereto to be signed
      on
      its behalf by the undersigned, there unto duly authorized.








**Dark
                Dynamite, Inc.**
              (Registrant)Date: June
                21, 2007
            By:
            /s/ Lei,
                MingLei,
                Ming
              President
                and Chief Executive Officer





Pursuant
      to the requirements of the Securities Act of 1934, this Annual Report has been
      signed below by the following persons in their respective capacities with us
      and
      on the dates indicated.





**SIGNATURE**
            **TITLE**
            **DATE**/s/
                Lei, Ming
            President,
                Director
            June
                21, 2007Lei,
                Ming/s/
                Wang, Xiaojun
            Chief
                Financial Officer, Director
            June
                21, 2007Wang,
                Xiaojun







39