**UNITED
                STATES SECURITIES AND**
              **EXCHANGE
                COMMISSION****Washington,
                D.C. 20549****FORM
                10-KSB****Annual
                Report Pursuant to Section 13 or 15(d)**
              **of
                the Securities Exchange Act of 1934**For
                the annual period ended:**December
                31, 2005**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.)**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. Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





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: $424,535





As
      of
      April 17, 2006, there were 45,089,068 common shares outstanding and the
      aggregate market value of the common shares (based upon the close price of
      $.42
      reported by brokers) held by non-affiliates was approximately
      $18,937,408.





Transitional
      Small Business Disclosure Format (check one): Yes o No x





Number
      of
      shares of common stock outstanding as of April 17, 2006:  45,089,068


Number
      of
      shares of preferred stock outstanding as of April 17, 2006:  3,340,500











*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. The Company bases their forward-looking
      statements on information currently available to them, and the Company assumes
      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
            4Item
                2.
            Description
                of Property
            7Item
                3.
            Legal
                Proceedings
            7Item
                4.
            Submission
                of Matters to a Vote of
                Security-Holders
            8**PART
                I**Item
                5.
            Market
                for Common Equity and Related Stockholder
                Matters
            9Item
                6.
            Management's
                Discussion and Analysis or Plan of
                Operation
            11Item
                7.
            Financial
                Statements
            13**PART
                II**Item
                8.
            Changes
                in and Disagreements With Accountants on Accounting and
                Financial Disclosure
            27Item
                8a.
            Controls
                and Procedure
            27Item
                9.
            Directors
                and Executive Officers
            29Item
                10.
            Executive
                Compensation
            31Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management
            31**PART
                III**Item
                12.
            Certain
                Relationships and Related
                Transactions
            32Item
                13.
            Exhibits,
                List and Reports on Form 8-K
            34Item
                14
            Principal
                Accountant Fees & Services
            36Item
                15
            Signatures
            37Index
                to Exhibits




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          of Contents*




**PART
      I**





**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 Company’s subsidiaries
      corporation, Black Chandelier, Inc. ("Black Chandelier"), a Utah corporation
      originally incorporated in September 1987, and Shanxi
      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 the Company 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
      the
      Company’s former president. Bestfood was considered by new management to be a
      burden on the Company and was not considered a viable operating company with
      any
      substantive beneficial future prospects for the Company. The Registrant was
      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 of
      the
      Company. Gold gained a controlling interest in the Company as a result of
      exchanging his 100% interest in Black Chandelier, Inc., for 70,000,000 shares
      (35 post-reverse split shares) of the Company’s 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 the Company into a multifaceted lifestyles
      company. Commensurate with this goal, the Company underwent a series of changes
      including the name change from NCI Holdings, Inc., to Dark Dynamite,
      Inc.





On
      October 3, 2005, the Company 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 of
      the
      Company. 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
      are 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.




On
      March
      17, 2005, the Company 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 the Company’s 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.




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          of Contents*





On
      August
      29, 2005, the Company filed an Amendment to its articles of incorporation
      increasing the number of authorized shares of its 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, the Company was
      authorized to issue 1,000,000,000 shares of common stock, $0.0001 par value
      per
      share.





On
      November 21, 2005, the Company 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 the Company’s 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.





**Subsequent
      Events**




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 DHX tendered a cash purchase price of $100 and as
      well
      as assumption of certain liabilities in
      exchange for all outstanding shares of Black Chandelier,
      Inc. held by the Company. As a result of the transactions consummated at the
      closing, the purchase and issuance will give DHX a
      'controlling interest' in Black Chandelier, Inc. ,
      and
      Black Chandelier will be no longer a wholly-owned subsidiary of the
      Company.





**Business
      Description of the Issuer**




After
      the
      acquisition of Kai Da, management changed the Company's 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”) through Shanxi
      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 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 the Company’s business can be found on the corporate website
      at http://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 3 rd Beltway'
      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.




5
 *Table
          of Contents*




In
      addition,
      the Company is 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 cusine. 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 the Company does not foresee any change in existing regulations, if
      changes should occur, the Company believes that it can adapt to such new
      regulations and that those changes would not have any significant effect on
      revenues or current operations of the Company. 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, operating results or financial
      condition of the Company. 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 the Company 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. The Company believes its theme parks and resorts
      benefit substantially from the Company's 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 the Company a
      competitive advantage over privately held entities having a similar business
      objective in forming strategic partnerships with Chinese companies which have
      significant growth potential.




6
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          of Contents*





**Employees**




The
      Company
      has 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**




The
      Company
      is 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 the
      Company should choose to create an annual report, it will contain audited
      financial statements. The Company intends to file all of its required
      information with the SEC. The Company plans to file its 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 the Company 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 the Company
      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
      at http://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.





Black
      Chandelier has a retail store at Trolley Square Mall in Salt Lake City. The
      store had its grand opening November 26, 2004. The Company entered into a one
      year lease with Trolley Square Mall, for a rental fee of $1,200 a month, and
      6%
      of any gross monthly sales over $20,000.





On
      March
      4, 2005, Black Chandelier opened a second retail store in Seattle Washington.
      The Company entered into a two (2) year lease on January 26, 2005, with Miller
      Apts, LLC for the 625 square foot space. The base monthly rent is $1,200, plus
      a
      4% NNN charge for tax, insurance, water and sewer, which is currently estimated
      at $200 per month. The base rent will increase approximately 5% per year or
      (CPI, whichever is greater) on the anniversary of the commencement
      date.





**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. 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: A 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; 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. 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 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..




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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, 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**





Increase
      in the Number of Authorized Shares of the Common Stock





In
      the
      3 rd Quarter
      of 2005 the Board of Directors and a Majority of the voting rights held by
      shareholders approved an increase in the number of authorized shares of the
      common stock of the Company. On August 29, 2005, the Company filed an Amendment
      to its articles of incorporation increasing the number of authorized shares
      of
      its 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, the Company was authorized
      to
      issue 1,000,000,000 shares of common stock, $0.0001 par value per share. The
      number of authorized preferred shares will remain the same at 5,000,000 shares,
      with a $0.01 par value per share.





The
      Board
      of Directors believed that it was in the Company’s and the Company’s
      stockholders’ best interest to increase the availability of additional
      authorized but unissued capital stock in order to provide the Company with
      the
      flexibility to issue equity for proper corporate purposes which may be
      identified in the future. Such future activities may include, without
      limitation, raising equity capital, adopting Employee Stock Plans, or making
      acquisitions through the use of stock.





The
      Board
      of Directors believed that the increase in authorized capital would make a
      sufficient number of shares available, should the Company decide to use its
      shares for one or more of such previously mentioned purposes or otherwise.
      The
      Company reserves the right to seek further increases in authorized shares from
      time to time in the future as considered appropriate by the Board of Directors.





The
      increased capital will provide the Board of Directors with the ability to issue
      additional shares of stock without a further vote of the shareholders of the
      Company, except as provided under Nevada corporate law, or under the rules
      of
      any national securities exchange on which shares of stock of the Company are
      listed. Under the Company’s Articles of Incorporation, the Company stockholders
      do not have preemptive rights to subscribe to additional securities which may
      be
      issued by the Company, which means that current stockholders do not have a
      priority right to purchase any new issue of capital stock of the Company in
      order to maintain their proportionate ownership of the Company’s stock. In
      addition, if the Board of Directors elects to issue additional shares of stock,
      such issuance could have a dilutive effect on the earnings per share, voting
      power, and shareholdings of current stockholders.




In
      addition to the corporate purposes discussed above, the authorization of
      additional capital, under certain circumstances, may have an anti-takeover
      effect, although this was not the intent of the Board of Directors. For example,
      it may be possible for the Board of Directors to delay or impede a takeover
      or
      transfer of control of the Company by causing such additional authorized shares
      to be issued to holders who might side with the Board in opposing a takeover
      bid
      that the Board of Directors determines is not in the best interest of the
      Company and our stockholders. The increased authorized capital therefore may
      have the effect of discouraging unsolicited takeover attempts. By potentially
      discouraging initiation of any such unsolicited takeover attempts, the increased
      capital may limit the opportunity for Company stockholders to dispose of their
      shares at the higher price generally available in takeover attempts or that
      may
      be available under a merger proposal. The increased authorized capital may
      have
      the effect of permitting the Company's current management, including the current
      Board of Directors, to retain its position, and place it in a better position
      to
      resist changes that stockholders may wish to make if they are dissatisfied
      with
      the conduct of the Company's business. However, the Board of Directors is not
      aware of any attempt to take control of the Company, and the Board of Directors
      did not approve the increase in the Company's authorized capital with the intent
      that it be utilized as a type of anti-takeover device.




8
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          of Contents*




In
      authorizing additional shares of common stock the potential for dilution of
      existing shareholder interests is increased. If all shares of additional common
      stock to be authorized by the described amendment to the Articles of
      Incorporation were issued, the current shareholders would be diluted to less
      than 0.02% of the common stock issued and outstanding at that point in
      time.





PART
      II





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





The
      Company's common stock is quoted on the Electronic 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, 2004
      and
      2005 are as follows:





**YEAR**
            **QUARTER
                ENDING**
            **LOW**
            **HIGH**2004
            March
                31, 2004
            $0.0120
            $0.2500June
                30, 2004
            $0.0039
            $0.2400September
                30, 2004
            $0.0015
            $0.0065December
                31, 2004(post
                -split)
            $0.0230
            $0.03002005
            March
                28, 2005(post-split)
            $0.0200
            $0.0280June
                30, 2005
            $0.0100
            $0.0100September
                30, 2005
            $0.0600
            $0.0640December
                31, 2005
            $1.9200
            $1.6400







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





Number
      of
      shares of common stock outstanding as of December 31, 2005: 43,601,568 (post
      reverse).





Number
      of
      shares of preferred stock outstanding as of December 31, 2005:
      3,400,000.




9
 *Table
          of Contents*





The
      Company issued a total of 43,601,568 shares of its common stock during fiscal
      year 2005, of which 40,100,000 shares issued in connection with the reverse
      merger of Kai Da.





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. The Company is authorized to issue 5,000,000
      shares of common stock, and 5,000,000 shares of preferred stock. There are
      currently approximately 3,720 record holders of the Company’s common
      stock.





Dividends





The
      Company has 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
      the Company’s earnings, capital requirements, financial condition, and other
      relevant factors. There are no restrictions that currently limit the Company’s
      ability to pay dividends on its 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."




10
 *Table
          of Contents*





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.





Recent
      Sales of Unregistered Securities





On
      October 3, 2005, 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
      Company.





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





General





The
      Company’s plan of operation for the coming year, as discussed above, is to
      pursue Dark Dynamite’s operations beyond the developmental stage. Dark
      Dynamite's president, Jared Gold, has reengineered the Company 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.





RESULTS
      OF OPERATIONS FOR THE PERIOD OF INCEPTION (AUGUST 1, 2005) THORUGH DECEMBER
      31,
      2005.





Revenues





Gross
      revenues for year ended December 31, 2005 were $425,665 due primarily from
      ticket and product sales. There were no comparable operations during the year
      2004. We expect sales to increase during 2006 as we move toward developing
      our
      business plan. Additionally, we expect to generate new revenues in 2006 from
      the
      launch of our dinner show project.





Income
      / Loss





Net
      loss
      for the year ended December 31, 2005 was $2,927,391 primarily attributable
      to
      $2,700,000 in common stock issued for services during the year. 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.





The
      Company expects to incur losses in fiscal year 2006 until traffic is increased
      to the Theme Park and product sales increase. There can be no assurance that
      the
      Company will achieve or maintain profitability, or that any revenue growth
      will
      take place in the future.




Expenses





Selling,
      general and administrative expenses for the year ended December 31, 2005 were
      $3,255,486. We had the following notable expenses during 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 $50,000


·
            Salaries
                and related expenses were $131,205


·
            Maintenance
                expenses were $71,420




11
 *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 period ended December 31, 2005 we had $131,946 in cost of
      sales. Cost of sales as a percentage of sales was 31%.





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 operating activities were $67,043 for the year ended December
      31, 2005. Positive cash flows from operations were primarily due to the stock
      issued for services and increases in payables, partially offset by the net
      loss
      for the year.





Cash
      flows used in investing activities were $575,648 for the year ended December
      31,
      2005 which consisted of purchases of fixed assets to refurbish the Them
      Park.





Cash
      flows provided by financing activities were $442,013 for the year ended December
      31, 2005. The Company has an outstanding payable in the amount of $402,263
      which
      relates to the financing/ lease contract for the acquisition of fixed assets.
      The payable requires annual installments of $100,564 to be made beginning in
      2006. Additionally, the company received $39,750 from common stock subscriptions
      receivable during the period.





We
      have
      funded our cash needs for the year ended December 31, 2005 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 $250,000 in working capital
      during 2006 and $100,000 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.




Stock
      and Options to Employees




The
      Company issued 52,270 stock options in the year of 2004 (or 879,423,567 on
      a
      pre-split basis). All of the issuances were carried out pursuant to the S-8
      Registration Statement and the 2004 Benefit Plan of Dark Dynamite, Inc.




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.




12
 *Table
          of Contents*




ITEM
      7.  FINANCIAL STATEM ENTS




CONTENTS
  INDEPENDENT
                    AUDITOR’S REPORT
                14BALANCE
                    SHEET
                15STATEMENT
                    OF OPERATIONS
                16STATEMENT
                    OF CASH FLOWS
                17STATEMENT
                    OF STOCKHOLDERS’ EQUITY
                18NOTES
                    TO FINANCIAL STATEMENTS
                19-29
 
 
  13
 *Table
            of Contents*
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING F****IRM**
  
  To
        the
        Board of Directors and
  Stockholders
        of Dark Dynamite, Inc. and Subsidiaries
  I
        have
        audited the accompanying balance sheets of Dark Dynamite, Inc. and Subsidiaries
        as of December 31, 2005, and the related statements of operation, stockholders’
equity and comprehensive income, and cash flows for the year ended 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 ended 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
 
 14
 *Table
            of Contents*
  **Dark
                  Dynamite, Inc. and Subsidiaries****Balance
                  Sheet****As
                  of December 31, 2005****ASSETS****Current
                  Assets**Cash
                  and cash equivalents
              
              $
              5,307Accounts
                  receivable
              
              
              59,587Inventory
              
              
              89,346Other
              
              
              3,421**Total
                  Current Assets**
              
              
              157,661**Fixed
                  Assets**Property,
                  plant, and equipment
              
              
              729,738Accumulated
                  depreciation
              
              
              (49,015
              )**Total
                  Fixed Assets**
              
              
              680,723**Total
                  Assets**
              
              $
              838,384**LIABILITIES
                  AND EQUITY****Current
                  Liabilities**Accounts
                  payable and accrued liabilities
              
              $
              502,924Taxes
                  Payable
              
              $
              6,759Notes
                  payable--current portion
              
              
              29,611**Total
                  Current Liabilities**
              
              
              539,294**Long-term
                  Liabilities**Notes
                  payable
              
              
              402,263**Total
                  Long-term Liabilities**
              
              
              402,263**Total
                  Liabilities**
              
              
              941,557**Equity**Preferred
                  stock (par $.01, 5,000,000 authorized,
              
              $
              34,0005,000,000
                  issued and outstanding)Common
                  stock (par $.0001, 250,000,000 authorized,
              
              
              4,36043,601,568
                  issued and outstanding)Paid
                  in capital
              
              
              2,785,858Retained
                  deficit
              
              
              (2,927,391
              )**Total
                  Equity**
              
              
              (103,173
              )**Total
                  Liabilities and Equity**
              
              $
              838,384
 
 The
        accompanying notes are an integral part of these financial
        statements.
  15
 *Table
            of Contents*
  **Dark
                  Dynamite, Inc. and Subsidiaries****Statement
                  of Operations****For
                  the period from August 1, 2005 (Inception) through December 31,
                  2005**SALES
                  AND COST OF SALES:Sales,
                  net
              
              $
              425,665Cost
                  of sales
              
              
              131,946Gross
                  profit
              
              
              293,719OTHER
                  REVENUES:Other
                  operating income
              
              
              8,317NET
                  REVENUES
              
              
              302,036OPERATING
                  EXPENSES:Selling,
                  general, and administrative
              
              
              3,255,486OTHER:Debt
                  forgiven
              
              
              26,059NET
                  LOSS
              
              $
              (2,927,391
              )Net
                  loss per common shareBasic
                  & Fully Diluted
              
              $
              (6.54
              )Weighted
                  average commonShares
                  outstanding
              
              
              447,771
  The
        accompanying notes are an integral part of these financial
        statements.
  16
 *Table
            of Contents*
  **Dark
                  Dynamite, Inc.****Statement
                  of Cash Flows****For
                  the period from August 1, 2005 (Inception) through December 31,
                  2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Income after income taxes
              
              $
              (2,927,391
              )Adjustments
                  to reconcile net income to net cashprovided
                  by (used in) operating activities:Depreciation
              
              
              42,703Stock
                  issued for services
              
              
              2,700,000Accounts
                  receivable and other receivables
              
              
              (59,587
              )Prepaid
                  and other assets
              
              
              134,616Inventory
              
              
              (67,800
              )Accounts
                  payable
              
              
              208,132Taxes
                  payable
              
              
              6,759Notes
                  payable--current portion
              
              
              29,611NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              67,043CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of property, plant, and equipment
              
              
              (575,648
              )NET
                  CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
              
              
              (575,648
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Notes
                  payable
              
              
              402,263Stock
                  receivable
              
              
              39,750NET
                  CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              
              
              442,013NET
                  INCREASE IN CASH AND CASH EQUIVALENTS
              
              
              (66,592
              )CASH
                  AND CASH EQUIVALENTS:Beginning
                  of period
              
              
              71,899End
                  of period
              
              $
              5,307
  The
        accompanying notes are an integral part of these financial
        statements.
  17
 *Table
            of Contents*
  **Dark
                  Dynamite, Inc. and Subsidiaries****Statement
                  of Equity****For
                  the period from August 1, 2005 (Inception) through December 31,
                  2005**Preferred
                  Stock $.01 par
              
              Common
                  Stock $.0001 par
              
              AdditionalPreferred
              
              Preferred
              
              Common
              
              Common
              
              Paid
                  In
              
              RetainedShares
              
              Stock
              
              Shares
              
              Stock
              
              Capital
              
              Deficit
              
              TotalBalances,
                  January 1, 2005
              
              
              5,000,000
              
              $
              50,000
              
              
              100,000
              
              $
              10
              
              $
              74,208
              
              $
              -
              
              $
              124,208Preferred
                  stock conversion
              
              
              (1,600,000
              )
              
              (16,000
              )
              
              40,000,000
              
              
              4,000
              
              
              12,000
              
              
              -
              
              
              -recapitalization
              
              
              -
              
              
              -
              
              
              501,568
              
              
              50
              
              
              (50
              )
              
              -
              
              
              -Common
                  stock for services
              
              
              -
              
              
              -
              
              
              3,000,000
              
              
              300
              
              
              2,699,700
              
              
              -
              
              
              2,700,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,927,391
              )
              
              -Balances,
                  December 31, 2005
              
              
              3,400,000
              
              $
              34,000
              
              
              43,601,568
              
              $
              4,360
              
              $
              2,785,858
              
              $
              (2,927,391
              )
              $
              2,824,208
  The
        accompanying notes are an integral part of these financial
        statements**.**
  18
 *Table
            of Contents*
  **DARK
        DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 FOR
        THE
        PERIOD ENDED DECEMBER 31, 2005
 
  **NOTE
        A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Business
        Activity —
Dark
        Dynamite, Inc. (The Company), a Nevada corporation, has 2 subsidiaries, Black
        Chandelier and Kaida. Through its subsidiary, Black Chandelier Inc., the
        Company
        offers apparel, including skate and snowboard apparel, T-shirts, pants skirts,
        jackets, and accessories for children, and women and men in the age group
        of 20
        to 35. The Company’s newly acquired subsidiary, Shanxi Kai Da Tourism Company,
        Ltd. (Kai Da) was established on July 4, 2005 and began operations in August
        of
        2005. Kai Da is in the business of tourism information consulting, tourism
        project planning and management in China.
 
 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.  Revenue
        from Black Chandelier sales is recognized when the products are shipped and
        invoiced to the customer, provided collection of the resulting receivable
        is
        probable and the earnings process is complete. 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 - revenue is recognized when sales are made. They are
        paid by
        cash or credit card.
 
 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.
 
 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 as a separate
        component of accumulated other comprehensive income.
 
 19
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
 
 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.
 
 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.
 
 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.
 
 Accounts
        Receivable —Accounts
        deemed uncollectible are written off in the year they become uncollectible.
        No
        receivables were deemed uncollectible as of December 31, 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 November 30, 2004 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. 123. 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.
  20
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
 
 **NOTE
        A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 Recent
        Accounting Pronouncements —In
        June
        2001, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards (SFAS) No. 143, *“Accounting
        for Asset Retirement Obligations”* which
        addresses the accounting and reporting for obligations associated with the
        retirement of tangible long-lived assets and the associated retirement costs.
        SFAS No. 143 requires that the fair value of a liability for an asset retirement
        obligation be recognized in the period in which it is incurred if a reasonable
        estimate of fair value cannot be made. SFAS No. 143 is effective for financial
        statements issued for fiscal years beginning after June 15, 2002. The Company
        does not expect SFAS No. 143 to have a material effect on its financial
        condition or cash flows.
 
 In
        August
        2001, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards (SFAS) No. 144, *“Accounting
        for the Impairment or Disposal of Long-Lived Assets”.* SFAS No.
        144 generally establishes a standard framework to measure the impairment
        of
        long-lived assets and expands the Accounting Principles Board (“APB”) 30,
“Reporting the Results of Operations—Reporting the Effects of Disposal of a
        Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
        Events and Transactions” to include a component of the entity (rather than a
        segment of the business). SFAS No.144 is effective for financial statements
        issued for fiscal years beginning after December 15, 2001. The Company does
        not
        expect SFAS No. 144 to have a material effect on its financial condition
        and
        cash flows.
 
 In
        April
        of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was issued
        which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and contained
        technical corrections. As a result of SFAS No. 145, gains and losses from
        extinguishments of debt will be classified as extraordinary items only if
        they
        meet the criteria in APB Opinion No. 30, that they are unusual and infrequent
        and not part of an entity’s recurring operations. The Company does not expect
        SFAS No. 145 to have a material effect on its financial condition or cash
        flows.
 
 In
        July
        of 2002, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standard (SFAS) No. 146, which addresses significant issues regarding
        the recognition, measurement, and reporting of costs that are associated
        with
        exit and disposal activities, including restructuring activities that are
        currently accounted for pursuant to the guidance that the Emerging Issues
        Task
        Force (EITF) has set forth in EITF Issue No. 94-3, *“Liability
        Recognition for Certain Employee Termination Benefits and Other Costs to
        Exit an
        Activity (Including Certain Costs Incurred in a Restructuring)”* .
        SFAS
        No. 146 revises the accounting for certain lease termination costs and employee
        termination benefits, which are generally recognized in connection with
        restructuring charges. The provisions of SFAS 146 are effective for exit
        or
        disposal activities that are initiated after December 31, 2002. The adoption
        of
        this standard will not have an impact on the Company’s financial
        statements.
 
 In
        November 2002, the Financial Accounting Standards Board issued Interpretation
        No. 45 (FIN 45), “ *Guarantor’s
        Accounting and Disclosure Requirements for Guarantee, Including Indirect
        Guarantees or Indebtedness of Others”* ,
        which
        addresses the disclosures to be made by a guarantor in its interim and annual
        financial statements about its obligations under guarantees. FIN 45 also
        requires the recognition of a liability by a guarantor at the inception of
        certain guarantees that are entered into or modified after December 31,
        2002.
 
 21
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
 
 **NOTE
        A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 Recent
        Accounting Pronouncements (cont.)
 In
        December 2002, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standard (SFAS) No. 148, *“Accounting
        for Stock-Based Compensation Transition and Disclosure”* —an
        amendment to SFAS No. 123 (SFAS No. 148), which provides alternative methods
        of
        transition for companies voluntarily planning on implementing the fair value
        recognition provisions of SFAS No. 123. SFAS No. 148 also revises the disclosure
        provisions of SFAS No. 123 to require more prominent disclosure of the method
        of
        accounting for stock-based compensation, and requiring disclosure of pro
        forma
        net income and earnings per share as if the fair value recognition provisions
        of
        SFAS No. 123 had been applied from the original effective date of SFAS No.
        123.
 
 In
        January 2003, Financial Accounting Standards Board issued FIN No. 46, *“Consolidation
        of Variable Interest Entities”* .
        FIN No.
        46 requires the consolidation of entities that cannot finance their activities
        without the support of other parties and that lack certain characteristics
        of a
        controlling interest, such as the ability to make decisions about the entity’s
        activities via voting rights or similar rights. The entity that consolidates
        the
        variable interest entity is the primary beneficiary of the entity’s activities.
        FIN No. 46 applies immediately to variable interest entities created after
        January 31, 2003, and must be applied in the first period beginning after
        June
        15, 2003 for entities in which an enterprise holds a variable interest entity
        that it acquired before February 1, 2003.
 
 In
        January 2003, the EITF released Issue No. 00-21, (EITF 00-21), *“Revenue
        Arrangements with Multiple Deliveries”* ,
        which
        addressed certain aspects of the accounting by a vendor for arrangement under
        which it will perform multiple revenue-generating activities. Specifically,
        EITF
        00-21 addresses whether an arrangement contains more than one unit of accounting
        and the measurement and allocation to the separate units of accounting in
        the
        arrangement. EITF 00-21 is effective for revenue arrangements entered into
        in
        fiscal periods beginning after June 15, 2003. The adoption of this standard
        will
        not have an impact on the Company’s financial statements.
 
 In
        May
        2003, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards (SFAS) No. 149, *“Amendment
        of Statement 133 on Derivative Instruments and Hedging
        Activities.”* SFAS No.
        149 amends and clarifies accounting for derivative instruments, including
        certain derivative instruments embedded in other contracts, and for hedging
        activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered
        into or modified after June 30, 2003 and for hedging relationships designated
        after June 30, 2003. The Company does not believe that there will be any
        impact
        on its financial statements.
 
 In
        May
        2003, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards (SFAS) No. 150, *“Accounting
        for Certain Financial Instruments with Characteristics of both Liabilities
        and
        Equity.”* SFAS No.
        150 establishes standards for how companies classify and measure certain
        financial with characteristics of both liabilities and equity. It requires
        companies to classify a financial instrument that is within its scope as
        a
        liability (or an asset in some characteristics). SFAS No. 150 is effective
        for
        financial instruments entered into or modified after May 31, 2003. The standard
        will not impact the Company’s financial statements.
 
 22
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
 
 **NOTE
        B—SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
        disclosures of cash flow information for the period ended December 31, 2005
        is
        summarized as follows:
 
 Cash
        paid
        during the period ended December 31, 2005 for interest and income
        taxes:
  Income
        Taxes    $
        ---
 Interest     $
        ---
 
 **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, 2005.
 
 **NOTE
        D—INCOME TAXES**
 
 The
        Company has approximately $2,927,391 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, 2005.
 
 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, 2005 consists of net operating loss
        carryforward calculated using federal and state effective tax rates equating
        to
        approximately $995,000 less a valuation allowance in the amount of $995,000.
        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 $2,927,391 for the year ended December 31,
        2005.
 
 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, 2005 is as
        follows:
 
 Net
        operating loss carryforwards   $
        995,000
 Valuation
        Allowance (
        995,000)
 --------------
 $   
        -0-
 ========
 
 23
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
 
 **NOTE
        E—NOTES PAYABLE**
 
 **Notes
        payable at December 31, 2005 consist of the following:**
 
 Secured
        note payable to an unrelated party.
 Bearing
        10% interest.         $
        10,350
 
 Unsecured
        note payable to an unrelated party.
 Bearing
        10%
        interest. 9,261
 
 Secured
        note payable to an unrelated party.
 Bearing
        0%
        interest. 10,000
 _______
 
 Total $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 100,564.00
 2007 100,564.00
 2008 100,564.00
 2009 100,571.00
 
 Total $402,263.00
  
 
 Land
        and
        building was provided rent-free to the Company. The Company had no other
        commitments or contingencies.
 
 **NOTE
        G - 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.
  24
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
 
 **NOTE
        H—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
        I—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
        J - GOING CONCERN**
 
 As
        shown
        in the accompanying audited financial statements, the Company has incurred
        losses from operations, has a deficit book value, has received numerous liens
        from related parties, has all of its assets and common stock fully pledged,
        has
        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 enter strategic acquisitions.
  **NOTE
        K - 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.
  25
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARIES**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          PERIOD ENDED DECEMBER 31, 2005
  **NOTE
        L—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 (see Note
        F).
  **NOTE
        M—SUBSEQUENT EVENTS**
 
 On
        January 6, 2006, the Company’s 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.
 
 The
        Dinner Show contemplates a large-scale outdoor Qin Cultural Dinner Show Program,
        which will be performed on the square in the front-palace area of the Theme
        Park. The Dinner Show will reintroduce the Qin Dynasty dancing and songs
        of 2200
        years ago, and provide tourists with a dinner of Chinese
        delicacies.
 
 According
        to the Contract for Cooperative Dinner Show, a copy of which is attached
        hereto
        as Exhibit 10, Greentree Financial Group China will make an initial investment
        into the joint venture of US$296,000, and will be entitled to a transfer
        by the
        controlling shareholders of the Registrant of 95,000 shares of the Registrant’s
        convertible preferred stock, which is convertible into common shares at the
        rate
        of one share of convertible preferred stock for each twenty-five common shares,
        representing 2,375,000 restricted common shares. In addition, Greentree
        Financial Group China will be entitled to 50% of the profits of the joint
        venture. Kai Da and Shan Xi Qin will split the remaining half of the profits.
        Revenues for the joint venture are projected to come from ticket sales to
        patrons and sales of souvenirs to patrons and the public.
 
 The
        Dinner Show is projected to open in April 2006.
 
 The
        Registrant discloses that Greentree Financial Group China is an independent
        financial consultant to the Registrant, which is based in China, and its
        principals currently own approximately 400,000 shares of the Registrant’s common
        stock, representing approximately 1% of the total outstanding shares of common
        stock of the Registrant, before the effects of this transaction.
 
 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.
        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 the Company. As a result of the transactions consummated at
        the
        closing, the purchase and issuance will give DHX a 'controlling interest'
        in
        Black Chandelier, Inc., and Black Chandelier will be no longer a wholly-owned
        subsidiary of the Company. DHX agreed to assume all known or potential
        liabilities of Black Chandelier to the Company as of the closing date. This
        will
        include, but is not limited to, any inter-company accounts payable and accrued
        expenses, as well as any liabilities shown on its last quarterly report filed
        with the Securities and Exchange Commission prior to the Closing. Black
        Chandelier will retain the obligation for all liabilities to third parties
        and
        will hold all rights to receivables as of the date hereof, the parties expressly
        agree that all liabilities and receivables between the Company and Black
        Chandelier are extinguished by the parties through this agreement and Black
        Chandelier hereby releases the Company from any third party liabilities arising
        out of Black Chandelier’s operations. DHX will also assume any liabilities that
        may arise after closing.


26
 *Table
          of Contents*





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





On
      August
      12, 2005, Bongiovanni & Associates, P.A. of Pompano Beach, Florida
      ("Bongiovanni") resigned as the certifying accountant engaged to audit the
      Company's financial statements effective immediately.





The
      audit
      reports of Bongiovanni on the Company's financial statements for the fiscal
      year
      ending December 31, 2004 did not contain any adverse opinion or disclaimer
      of
      opinion, nor were they qualified or modified as to uncertainty, audit scope,
      or
      accounting principles.





In
      connection with the audits of the fiscal year ending December 31, 2004 and
      the
      subsequent interim periods of March 31, 2005, through August 12, 2005 the date
      of Bongiovanni's resignation, the Company had no disagreements with Bongiovanni
      on any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedures, which disagreements, if not
      resolved to their satisfaction, would have caused Bongiovanni to make reference
      in connection with their opinion to the subject matter of the disagreement.
      In
      addition, during that time there were no reportable events (as defined in Item
      304(a)(1)(iv) of Regulation S-B).





On
      November 30, 2005, the Company retained Traci J. Anderson, a Certified Public
      Accountant of Charlotte, North Carolina (“Anderson”) as the certifying
      accountant to audit the Company’s financial statements effective
      immediately.





Prior
      to
      making the decision to retain Traci J. Anderson, CPA, the Company has had no
      prior relationship with Traci J. Anderson, CPA's or any of its
      members





**ITEM
      8A. CONTROLS AND PROCED** **URES**





**Quarterly
      Evaluation of Controls**




As
      of the end
      of the period covered by this annual report on Form 10-KSB, the Company
      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 the Company's President and Chief Executive Officer, Lei,
      Ming
      ("CEO") and by Wang, Xiaojun, the Company's Chief Financial Officer ("CFO").
      In
      this section, the Company presents the conclusions of their 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.




27
 *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 the Company's 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
      the Company 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) the Company's transactions are properly
      authorized, (ii) the Company’s assets are safeguarded against unauthorized or
      improper use, and (iii) the Company's 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.





**Limitations
      on the Effectiveness of Controls**




The
      Company's
      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 the Company 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 the Company's 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 the Company's 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
      the Company's Disclosure Controls and the Company's Internal Controls, and
      to
      make modifications if and as necessary. The Company's external auditors also
      review Internal Controls in connection with their audit and review activities.
      The Company's 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, the Company 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 the Company's ability to record,
      process, summarize and report financial information, or whether the Company
      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 the Company's
      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. The Company also sought to deal with other
      controls matters in the Evaluation, and in each case, if a problem was
      identified, the Company considered what revisions, improvements and/or
      corrections to make in accordance with the Compan's ongoing
      procedures.




28
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          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 the Company
      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. 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.





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





Identification
      of Directors and Executive Officers and Significant Employees.




The
      following
      table identifies all current executive officers, directors and significant
      employees of Dark Dynamite, Inc. 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
            40
            CEO,
                President,
            10/13/2005*Wang,
                Xiao Jun
            40
            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 President and CEO of the
      company.





**Business
      Experience and Personal Background**





Mr.
      Lei
      is 40 years of age, majored in Economics and Management with a bachelors 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 40 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 the Company 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.




29
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          of Contents*





**Audit
      Committee Financial Expert**




The
      Company
      does 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 the financial statements of the Company.
      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, the Company's 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. The Company has had minimal operations for the
      past
      two (2) years. Presently, there are only two (2) directors serving on the
      Company's Board, and the Company is 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 the Company intends
      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 the Company's
      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, the Company believes that its current directors capably fulfill
      the
      duties and responsibilities of an audit committee in the absence of such an
      expert.





Code
      of
      Ethics




The
      Company
      is presently working with its legal counsel to prepare and adopt a code of
      ethics that applies to the Company’s 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 as Exhibit
      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
      the Company’s common stock. In making this statement, the Company has 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.




30
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          of Contents*





**ITEM
      10. EXECUTIVE COMPENSATION**




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
            2005
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            02003
            0
            0
            0
            0
            0
            0
            0Wang,
                Xiao Jun
              Chief
                Financial Officer
            2005
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            02003
            0
            0
            0
            0
            0
            0
            0





The
      Company has not entered into any other employment agreements with their
      employees, Officers or Directors. The Company has no standard arrangements
      under
      which the Company 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, 2005, 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
            Wu,
                Lian She
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            4,307,143
            9.9%Common
            Lei,
                Ming
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            2,480,994
            5.7%Common
            Lei,
                Ming Hui
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            2,380,952
            5.5%Common
            Lei,
                Wei Ping
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            2,380,952
            5.5%Preferred
            Lei,
                Ming
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            3,295,000
            65.9%







31
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          of Contents*




Security
      Ownership of Officers and Directors (2) .







Title
                of Class
            Name
                and Address
            #
                of Shares
            Percentage
                of ClassCommon
            Lei,
                Ming
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            2,480,994
            5.7%Common
            All
                Officers and Directors as a Group (2)
            2,480,994
            5.7%Preferred
            Lei,
                Ming
              Pang
                Gong Site, 44 Hong Guang Road, Xi An, P.R.China
            3,295,000
            65.9%Preferred
            All
                Officers and Directors as a Group (2)
            3,295,000
            65.9%







Changes
      in Control.




Pursuant
      to and at the closing of the Agreement, which occurred as of October 3, 2005,
      the Registrant authorized the Standard Register & Transfer Company, Inc.,
      its transfer agent, to issue to the shareholders of Kai Da (the “Kai Da
      Shareholders”), 40,000,000 shares of common stock of the Registrant, 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 common stock of the Registrant 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 are 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
      the
      Registrant’s 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
      the Registrant. Upon completion of the physical exchange of the share
      certificates, Kai Da will become a wholly-owned subsidiary of the Registrant.





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 common stock of the
      Registrant. There has not been a change in control of a majority of the Board
      of
      Directors of the Registrant, 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 the Registrant’s 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 the Company has been party to the following material
      transactions or series of transactions with the below named Directors, Executive
      Officers, or nominees for election as a Director of the Company, or a beneficial
      owner of 5% or more of the Company’s outstanding common stock:





On
      March
      16, 2004, the Company entered into a Stock Exchange Agreement with current
      president, Jared Gold, wherein the Company agreed to issue to Gold 70,000,000
      shares (35 post-reverse) of the Company's restricted common stock. In return,
      Jared Gold, president and sole shareholder of Black Chandelier, Inc., exchanged
      100% of his common stock in Black Chandelier to the Company. The number of
      shares Gold received in the exchange constituted approximately 96% of the issued
      and outstanding shares of the Company. Black Chandelier's assets include an
      electric clothing pattern data base, screen printing library, and historic
      design archives.





On
      May
      13, 2004, Dark Dynamite, Inc., and Jared Gold entered into an Employment
      Contract. Gold had been employed with the Company, and desired to continue
      and
      memorialize such employment. The Company hired Mr. Gold to function as its
      President, Chief Executive Officer and Chief Financial Officer. Mr. Gold’s
      duties involve management of the operations and finances of the company,
      executive governance of the Company as required by the Office of President
      under
      the By-Laws of the Company and as directed by the Board of Directors. As
      compensation for his services, Mr. Gold will receive the following compensation:
      A base salary of $5,000 per month, payable in cash, common or preferred stock
      of
      the Company, the form to be at the election of Mr. Gold. The employment
      agreement shall continue for five (5) years from the effective date of the
      employment agreement.




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On
      August
      4, 2004, the Company entered into a lease agreement with Wasatch Capital
      Corporation, effective July 1, 2004, for a five year period, expiring July
      1,
      2009. The Agreement allows the Company to lease the premises located at 61
      West
      100 South, Salt Lake City, Utah, Second Floor, of the Wallace Bennett Building.
      The monthly rent during the term is to be $ 4,704.00. Richard Surber, a majority
      shareholder in the Company, is CEO of Wasatch Capital Corporation.





On
      September 24, 2004 the Company reported a September 21, 2004, resolution of
      the
      Board of Directors of the Company authorized the issuance of 3,745,143
      restricted shares of the Registrant’s preferred stock to be issued to Richard
      Surber.





These
      shares have been issued as compensation to Surber in exchange for his services
      provided to the Company related to certain litigation matters, his review of
      filings with the Securities and Exchange Commission by the Company, providing
      business and general advisory services, locating legal counsel for the Company,
      and other services, including review of press releases and other marketing
      material. The shares were issued to Surber in a private transaction, pursuant
      to
      Section 4(2) of the Securities Act of 1993.




On
      October 5, 2004, Hamlin K. Elrod received 250,000 shares of the Company's
      restricted common stock pursuant to Section 4(2) of the Securities Act of 1933
      for services rendered as former president and director of the
      Company.





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.





On
      October 3, 2005, the Company 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 of
      the
      Company. 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.




33
 *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-SB10.1Plan
                of Exchange, dated August 29, 2005,
                filed as an Exhibit to the Company’sForm
                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 Exhibitto
                the Company's Form 8-K, as filed with the Commission on September
                30,
                200510.3Contractual
                Operation Agreement dated July 5, 2005, filed as an Exhibit to theCompany's
                Form 8-K, as filed with the Commission on January 4,
                200610.4Contract
                for Cooperative Dinner Show, dated January 6, 2005,filed
                as an Exhibit tothe
                Company's Form 8-K, as filed with the Commission on January 25,
                200610.5  
                Performing Agreement with Hongchun Li, dated
                October
                5, 2005 *10.6 
                 Construction Agreement with Lianshe Wu, dated
                September 25, 2005 *10.7 
                 Consulting Services Agreement, dated September
                15, 2005 *10.8 
                 Technical Service Agreement, dated September
                20, 2005 *10.9  
                Marketing Services Agreement, dated August
                26, 2005
                *10.10
                Consultancy Service Engagement Contract, dated
                September 30, 2005 *14.1  
                Code of Ethics*31.1  
                Rule 13a-14(a)/15d-14(a) Certifications of
                Chief
                Executive Officer*31.2  
                Rule 13a-14(a)/15d-14(a) Certifications of
                Chief
                Financial Officer*32.1  
                Section 1350 Certifications of Chief Executive
                Officer*32.2  
                Section 1350 Certifications of Chief Financial
                Officer*





*
      Filed
      herewith.








(b)
      Reports on Form 8-K.





(1)
            In
                an 8-K filed on January 28, 2005 the Company reported that on January
                27,
                2005, in three resolutions, the Board of Directors of the Company
                authorized the issuance of 809,500,000 shares of the Registrant's
                common
                stock registered under its S-8 Registration Statement. All of the
                issuances were carried out pursuant to the S-8 Registration Statement
                and
                The 2005 Benefit Plan of Dark Dynamite, Inc.




These
      shares were issued as compensation to employees and contractors of the Company.
      These issuances result in the total number of authorized and issued shares
      of
      common stock for the Company to be One Billion Forty Six Million Eight Hundred
      Thirty Nine Thousand Three Hundred Fifty Five (1,046,839,355) (pre-reverse
      March
      2005 shares).





(2)
            In
                an 8-K filed on March 22, 2005 the Company reported that effective
                as of
                March 28, 2005, Dark Dynamite, Inc. (the Company) will effect a 1
                for 1000
                reverse-split of its common stock, such that every current shareholder
                of
                the Company's common stock will hold 1 share for every 1,000 shares
                they
                held prior to the reverse split. All fractional shares have been
                rounded
                up to the nearest whole share. As of the date of this report the
                number of
                authorized shares is Five billion (5,000,000,000), effective March
                28,
                2005 the number of authorized shares after the reverse split will
                be Five
                million (5,000,000) with the par value remaining at $.001 per share.
                The
                number of issued and outstanding shares prior to the reverse split
                is Nine
                Hundred Sixty Two Million Seven Hundred Fifty One Thousand (962,751,000)
                the number of shares effective March 28, 2005 is estimated to be
                Nine
                Hundred Sixty Two Thousand Seven Hundred Fifty One (962,751). The
                Board of
                Directors effected the reverse split in compliance with NRS 78.207
                and
                does not require the approval of the Company's stockholders.





(3)
            On
                July 29, 2005 the Company filed an 8-K report under Item 3.02,
                Unregistered Sales of Equity Securities reporting that the company
                had
                issued 200,000 restricted shares of the Company’s common stock to
                Diversified Holdings I, Inc. in exchange for a cash investment in
                the sum
                of $4,002. The restricted shares were issued in a private transaction
                pursuant to Section 4(2) of the Securities Act of
                1933.




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(4)
            On
                August 17, 2005, the Company filed an 8-K report under Item 1.01,
                Entry
                into a Material Definitive Agreement reporting that the Company and
                its
                majority shareholder had entered into a binding Letter of Intent
                to
                transfer 4,990,000 shares of the Company’s preferred
                stock.





(5)
            On
                August 23, 2005, the Company filed an 8-K report under Item 4.01,
                Changes
                in Registrant’s Certifying Accountant reporting the resignation of the
                Company’s certifying accountant.





(6)
            On
                August 30, 2005, the Company filed an 8-K report under Item 1.01,
                Entry
                into a Material Definitive Agreement reporting that the Company and
                its
                majority shareholder had entered into a Plan of Exchange to transfer
                4,990,000 shares of the Company’s preferred
                stock.





(7)
            On
                September 8, 2005, the Company filed an amendment of current report
                on
                Form 8-K/A under Item 4.01, Changes in Registrant’s Certifying Accountant
                reporting the resignation of the Company’s certifying
                accountant.





(8)
            On
                September 30, 2005, the Company filed an 8-K report under Item 1.01,
                Amendment of a Material Definitive Agreement reporting that the Company
                and its majority shareholder had entered into an amendment of the
                Plan of
                Exchange obligating the Company to operate the Black Chandelier,
                Inc.
                subsidiary in the ordinary course of business after the closing for
                a
                period of at least 90 days.





(9)
            On
                October 12, 2005, the Company filed an 8-K report under Item 2.01,
                Completion of Acquisition or Disposition of Assets reporting the
                closing
                of Plan of Exchange, date August 29, 2005 and changes in control
                of the
                Company.





(10)
            On
                October 20, 2005, the Company filed an 8-K report under Item 5.02,
                Departure of Directors or Principal Officers; Election Of Directors;
                Appointment of Principal Officers reporting the appointment of the
                Company’s President, Chief Executive Officer and Director, and the
                resignation of the Company’s former
                President.





(11)
            On
                November 29, 2005, the Company filed an amendment to current report
                on
                Form 8-K/A to report pro forma financial statements for Black Chandelier
                Inc., as of December 31, 2003. Financial statement required by 8-K
                filed
                March, 23, 2004





(12)
            On
                December 14, 2005, the Company filed an 8-K report under Item 4.01,
                Changes in Registrant’s Certifying Accountant reporting to retain Traci J.
                Anderson, a Certified Public Accountant of Charlotte, North Carolina
                (“Anderson”) as the certifying accountant to audit the Company’s financial
                statements effective immediately.




**Subsequent
      Events**





(13)
            On
                January 4, 2006, the Company filed an 8-K report to announce that
                the
                Company 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.





(14)
            On
                January 25, 2006, the Company filed an 8-K report under Item 1.01,
                Entry
                into a Material Definitive Agreement reporting that the Company 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 Theme
                Park.





(15)
            On
                February 1, 2006, the Company filed an amendment to current report
                on Form
                8-K/A to report the audited financial statements of Kai
                Da.




35
 *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, Bongiovanni & Associates, PA,
      ("Bongiovanni") for our audit of the annual financial statements for the year
      ended December 31, 2004 and first quarter of 2005. From the second quarter
      of
      2005, we have changed our independent auditor to Traci J. Anderson, CPA
      (“Anderson”). Audit fees and other fees of auditors are listed as
      follows:





Year
                Ended December 31
            2005
            
            2004
                and
              1stQ
                2005Anderson
            
            BongiovanniAudit
                Fees(1)
            $50,000
            
            $11,243Audit-Related
                Fees(2)
            --
            
            --Tax
                Fees(3)
            --
            
            --All
                Other Fees(4)
            --
            
            --Total
                Accounting Fees and Services
            $50,000
            
            $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**





The
      Company does 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 the Company by Bongiovanni & Associates, PA, were
      pre-approved by the board of directors of the Company.




36
 *Table
          of Contents*




**SIGNATU** **RES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant 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: April
                15, 2006
            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 the
      Registrant and on the dates indicated.







**SIGNATURE**
            **TITLE**
            **DATE**/s/
                Lei, Ming
            President,
                Director
            April
                15, 2006Lei,
                Ming/s/
                Wang, Xiaojun
            Chief
                Financial Officer, Director
            April
                15, 2006Wang,
                Xiaojun







37