**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, 2006**Commission
                File Number:**001-10559****DARK
                DYNAMITE, INC.**
              (Exact
                name of registrant as specified in its charter.)




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











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





None.





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





Common
      Stock, $.001 par value





Check
      whether the issuer (1) filed all reports required to be filed by Section13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.  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: $834,554.





As
      of
      April 6, 2007, there were 48,591,809 common shares outstanding and the aggregate
      market value of the common shares (based upon the close price of $.11 reported
      by brokers) held by non-affiliates was approximately $5,072,190.





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





Number
      of
      shares of common stock outstanding as of April 6, 2007:  48,591,809


Number
      of
      shares of preferred stock outstanding as of April 6, 2007:  3,295,000









*Table
          of Contents*




CAUTIONARY
      STATEMENT REGARDING FORWARD LOOKING INFORMATION





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




2




**TABLE
                OF CONTE****NTS**Item
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            8Item
                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
            25Item
                8a.
            Controls
                and Procedure
            25Item
                9.
            Directors
                and Executive Officers
            27Item
                10.
            Executive
                Compensation
            29Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management
            29**PART
                III**Item
                12.
            Certain
                Relationships and Related
                Transactions
            30Item
                13.
            Exhibits,
                List and Reports on Form 8-K
            31Item
                14
            Principal
                Accountant Fees & Services
            32Item
                15
            Signatures
            33




3
 *Table
          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 our 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 us by eliminating any lingering management
      issues, liabilities and other complications which may have involved Bestfood.
      The sale of Bestfood to MVC also provides further separation from our former
      president. Bestfood was considered by new management to be a burden on us and
      was not considered a viable operating company with any substantive beneficial
      future prospects for us. We were thus without significant operations for the
      year ended December 31, 2003.





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





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





On
      October 3, 2005, we transferred a total of 4,990,000 shares of convertible
      preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
      related expenses, and issued 100,000 new shares of common stock to Kai Da and/or
      the Kai Da shareholders in exchange for all of their shares of registered
      capital of Kai Da, which then became a wholly-owned subsidiary. After the
      closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the
      4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000 shares
      of common stock, and transferred all of the 40,100,000 shares of common stock
      issued to them at the closing, pursuant to trust arrangements established under
      Chinese law, on a pro rata basis and in a Regulation S offering, to
      approximately 3,601 shareholders of Shanxi E Pang Gong Tourism Development
      Co.,
      Ltd. (“E Pang Gong”), a limited liability company organized under the laws of
      the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and
      certain improvements associated with the E Pang Gong Theme Park in Xi’An, China.
      The E Pang Gong Theme Park and related improvements 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, we approved and submitted for filing with the Nevada Secretary of
      State’s Office a Certificate of Change Pursuant to NRS 78.209 to carry out a
      reverse stock split of our common stock on a one (1) for one thousand (1,000)
      basis. This action reduced the number of authorized shares of common stock
      from
      Five Billion (5,000,000,000) to Five Million (5,000,000), par value $0.0001
      per
      share. All fractional shares that resulted from the reverse split are rounded
      up
      to the next whole share. The effective date of the stock split was March 28,
      2005.




4
 *Table
          of Contents*




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





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





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




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





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





**Subsequent
      Events**




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





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





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





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




5
 *Table
          of Contents*





**Business
      Description of the Issuer**




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





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




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





More
      information about our business can be found on the corporate website
      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.




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.




6
 *Table
          of Contents*




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





RESORTS
      BUSINESS




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




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





MOVIE
      AND TELEVISION REVENUES




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




**Government
      Regulation**





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





**Competition**





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




7
 *Table
          of Contents*





**Employees**




We
      have
      hired approximately 166 full-time employees to operate the Theme Park and the
      Resort, of which 20 persons are on the management team. The other positions
      include waiters, waitresses, landscapers, maids, securities, cleaners, and
      so
      on. All the artists for the shows are subject to their respective performance
      contracts.




**Reports
      to Security Holders**




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




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




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





Kai
      Da is
      currently occupying an office of approximately 10,753 square feet inside the
      Theme Park. As of today’s date, Kai Da doesn’t need to pay for such occupation
      since it’s considered in partial compensation for the management services that
      Kai Da provides to the Theme Park.





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




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





Securities
      and Exchange Commission v. David M. Wolfson, et al.  On
      October 16, 2003 a civil complaint was filed by the Securities and Exchange
      Commission in which NCI Holdings, Inc. (nka Dark Dynamite, Inc.) was named
      as a
      respondent. Our former president Gino Carlucci was also named as a respondent.
      The suit was filed in the United States District Court for the District of
      Utah
      and bears the docket number 2:03CV00914DAK and the style of the case
      is:  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. We filed a motion to dismiss the complaint based upon a lack
      of jurisdiction and the failure of the complaint to adequately set forth the
      actions of us which form the basis of a cause of action against us that was
      denied by the Court. We filed an answer disputing the allegations of the
      complaint and has participated in some pre-trial discovery. The Government
      and
      we have agreed upon the terms of a settlement, the terms of which provide for
      us
      to pay the sum of $30,000 to the SEC. The SEC is currently reviewing the terms
      of a proposed consent decree in which we would neither admit nor deny the claims
      made in the complaint and be subject to an injunction prohibiting future
      violations of the securities laws and regulations, this review has been pending
      for more than 18 months with no report of expected action on the proposal and
      without any change in the status of the litigation impacting on Dark Dynamite,
      Inc..




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




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





2006
      Non-Qualified Stock Compensation Plan





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




8
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          of Contents*




PART
      II




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





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




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




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





9
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          of Contents*




Record
      Holders





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





Dividends





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





Limited
      Market for Common Stock.





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





Risks
      of "Penny Stock”





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




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.





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





General





Our
      plan
      of operation for the coming year, as discussed above, is to pursue Dark
      Dynamite’s operations beyond the developmental stage. 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 YEARS ENDED DECEMBER 31, 2006 and 2005.





Revenues





Gross
      revenues for the years ended December 31, 2006 and 2005 were $834,554 and
      $425,665, respectively. The increase of 95% was due primarily to increased
      ticket and product sales in 2006 due to more events held this year and the
      launch of our dinner show project in 2006 as compared to the prior year. We
      expect sales to increase during 2007 as we move toward developing our business
      plan.




Income
      / Loss





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





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




Expenses





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





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




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 years ended December 31, 2006 and 2005 we had $129,873 and
      $131,946, respectively, in cost of sales. Cost of sales as a percentage of
      sales
      was 16% and 31%, respectively. The decrease was due to better management over
      our costs to produce income in 2006 as compared to 2005.





Impact
      of Inflation





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




Liquidity
      and Capital Resources





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





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





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





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





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





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




Trends,
      Events, and Uncertainties





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




12
 *Table
          of Contents*





**ITEM
      7.** **** **** **** **FINANCIAL
      STATEM** **ENTS**


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  To
        the
        Board of Directors and
 Stockholders
        of Dark Dynamite Inc.
   We
        have
        audited the accompanying balance sheet of Dark Dynamite, Inc. and Subsidiary.(a
        Nevada corporation). as of December 31, 2006 and related statements of
        operations, stockholders’ deficit, and cash flows for the year ending December
        31, 2006. These financial statements are the responsibility of the company’s
        management. Our responsibility is to express an opinion on these financial
        statements based on our audit. The financial statements of Dark Dynamite,
        Inc.
        and Subsidiary. as of December 31, 2005, were audited by other auditors whose
        report dated April 14, 2006, expressed an unqualified opinion on those
        statements. We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Dark Dynamite, Inc. and Subsidiary.
        (a Nevada corporation). as of December 31, 2006 and the results of its
        operations and its cash flows for year ended December 31, 2006 in conformity
        with accounting principles generally accepted in the United States of
        America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. The Company has suffered recurring losses and
        has
        yet to generate an internal cash flow that raises substantial doubt about
        its
        ability to continue as a going concern. Management's plans in regard to these
        matters are described in Note J. The financial statements do not include
        any
        adjustments that might result from the outcome of this uncertainty.
 
  
 /s/
        LAKE & ASSOCIATES CPA’S LLC
 LAKE
        & ASSOCIATES CPA’S LLC
  BOCA
        RATON FLORIDA
  March
        31,
        2007






*Table
          of Contents*




**Dark
                  Dynamite, Inc. and
                  Subsidiary****Consolidated
                  Balance Sheets****As
                  of December 31, 2006 and
                  2005**2006
              
              2005**ASSETS****CURRENT
                  ASSETS**Cash
                  and Cash Equivalents
              
              
              
              
              $
              21,333
              
              $
              5,307Accounts
                  Receivable
              
              
              
              
              
              3,621
              
              
              59,587Inventory
              
              
              
              
              
              16,546
              
              
              89,346Prepaid
                  Expenses
              
              
              
              
              
              82,290
              
              
              3,421TOTAL
                  CURRNET ASSETS
              
              
              
              
              
              123,789
              
              
              157,661**FIXED
                  ASSETS**Property,
                  Plant, and Equipment
              
              
              
              
              
              644,390
              
              
              729,738Accumulated
                  Depreciation
              
              
              
              
              
              (141,071
              )
              
              (49,015
              )TOTAL
                  FIXED ASSETS
              
              
              
              
              
              503,319
              
              
              680,723**TOTAL
                  ASSETS**
              
              
              
              
              $
              627,109
              
              $
              838,384**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  Payable and Accrued Liabilities
              
              
              
              
              $
              218,328
              
              $
              502,924Due
                  to Shareholder
              
              
              
              
              
              7,466
              
              
              -Taxes
                  Payable Payable
              
              
              
              
              
              -
              
              
              6,759Notes
                  Payable - Current Portion
              
              
              
              
              
              -
              
              
              29,611TOTAL
                  CURRENT LIABILITIES
              
              
              
              
              
              225,794
              
              
              539,294**LONG-TERM
                  LIABILITES**Notes
                  Payable
              
              
              
              
              
              -
              
              
              402,263TOTAL
                  LONG-TERM LIABILITES
              
              
              
              
              
              -
              
              
              402,263**TOTAL
                  LIABILITIES**
              
              
              
              
              
              225,794
              
              
              941,557**COMMITMENTS
                  AND CONTINGENCIES**Redeemable
                  Preferred Stock (par value $.01,
              
              
              
              
              
              32,950
              
              
              34,0005,000,000
                  Shares Authorized, 3,295,000 SharesIssued
                  and Outstanding**STOCKHOLDERS'
                  EQUITY**Common
                  Stock (par $.0001, 250,000,000
              
              
              
              
              
              4,860
              
              
              4,360Authorized,
                  48,596,568 Issued and OutstandingPaid
                  in Capital
              
              
              
              
              
              3,617,895
              
              
              2,785,858Accumulated
                  Other Comprehensive Income
              
              
              
              
              
              2,858
              
              
              1,132Retained
                  Earnings (Deficit)
              
              
              
              
              
              (3,257,248
              )
              
              (2,928,523
              )**TOTAL
                  STOCKHOLDERS' EQUITY**
              
              
              
              
              
              368,365
              
              
              (137,173
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              
              
              
              $
              627,109
              
              $
              838,384The
                  accompanying notes are an integral part of these financial
                  statements.




13
 *Table
          of Contents*


**Dark
                  Dynamite, Inc. and Subsidiary****Consolidated
                  Statement of Operations****For
                  the year ended December 31, 2006 and****for
                  the period from August 1, 2005 (Inception) through December 31,
                  2005**2006
              
              2005**REVENUE**Sales
              
              $
              834,554
              
              $
              425,665Cost
                  of Sales
              
              
              129,873
              
              
              131,946GROSS
                  PROFIT
              
              
              704,681
              
              
              293,719**OTHER
                  REVENUES:**Other
                  Operating Income
              
              
              -
              
              
              8,317**OPERATING
                  INCOME**
              
              
              704,681
              
              
              302,036**OPERATING
                  EXPENSES**Selling,
                  General , and Administrative
              
              
              1,053,496
              
              
              3,256,618INCOME
                  (LOSS) FROM OPERATIONS
              
              
              (348,815
              )
              
              (2,954,582
              )**OTHER
                  INCOME / (EXPENSES):**Debt
                  Forgiven
              
              
              -
              
              
              26,059Finance
                  Costs
              
              
              (807
              )
              
              -Non-Operating
                  Income
              
              
              2,127
              
              
              -Total
                  Other Income (Expense)
              
              
              1,320
              
              
              26,059NET
                  INCOME (LOSS) BEFORE TAXES
              
              
              (347,495
              )
              
              (2,928,523
              )INCOME
                  TAX EXPENSE
              
              
              (8,553
              )
              
              -NET
                  INCOME (LOSS) FROM CONTUNUED OPERATIONS
              
              $
              (356,048
              )
              $
              (2,928,523
              )GAIN
                  ON DISPOSAL OF SUBSIDIARY
              
              
              27,322**NET
                  INCOME (LOSS)**
              
              
              (328,725
              )
              
              (2,928,523
              )**OTHER
                  COMPREHENSIVE INCOME (LOSS)**Foreign
                  Currency Translation (Loss) Gain
              
              
              1,727
              
              
              1,132**COMPREHENSIVE
                  INCOME (LOSS)**
              
              $
              (326,998
              )
              $
              (2,927,391
              )**NET
                  LOSS PER COMMON SHARE**Basically
                  and Fully Dilluted
              
              $
              **
              
              $
              (6.54
              )****Less
                  the .01****WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING**
              
              
              45,337,314
              
              
              447,771The
                  accompanying notes are an integral part of these financial
                  statements.




14
 *Table
          of Contents*


**Dark
                  Dynamite, Inc. and Subsidiary****Consolidated
                  Statement of Cash Flows****For
                  the year ended December 31, 2006 and****for
                  the period from August 1, 2005 (Inception) through December 31,
                  2005**2006
              
              2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  Income(loss) after income tax
              
              $
              (328,725
              )
              $
              (2,928,523
              )Adjustments
                  to reconcile net income tonet
                  cash provided by (used in) operating activities:Depreciation
              
              
              95,055
              
              
              42,703Stock
                  for Services
              
              
              428,500
              
              
              2,700,000Accounts
                  Receivable and Other Receivables
              
              
              55,966
              
              
              (59,587
              )Prepaid
                  and Other Assets
              
              
              (78,687
              )
              
              134,616Inventory
              
              
              72,800
              
              
              (67,800
              )Accounts
                  Payable
              
              
              (284,596
              )
              
              208,132Tax
                  Payable
              
              
              (6,759
              )
              
              6,759**NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES**
              
              
              (46,446
              )
              
              36,300**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Disposal
                  of property, plant, and equipment
              
              
              102,227
              
              
              28,440Capital
                  loss due to preferred stock conversion
              
              
              (1,050
              )Purchase
                  of property, plant, and equipment
              
              
              (19,010
              )
              
              (172,214
              )**NET
                  CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES**
              
              
              82,167
              
              
              (143,774
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Payments
                  on notes payable
              
              
              (431,874
              )
              
              -Proceeds
                  from shareholder loan
              
              
              79,841
              
              
              -Payment
                  on shareholder loan
              
              
              (72,375
              )
              
              -Capital
                  contribution
              
              
              402,987
              
              
              -Payment
                  received for Stock Receivable
              
              
              -
              
              
              39,750**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              (21,421
              )
              
              39,750FOREIGN
                  CURRENCY TRANSLATION ADJUSTMENT
              
              
              1,726
              
              
              1,132**NET
                  INCREASE IN CASH AND CASH EQUIVALENTS**
              
              
              16,026
              
              
              (66,592
              )**CASH
                  AND CASH EQUIVALENTS:**Beginning
                  of period
              
              
              5,307
              
              
              71,899End
                  of period
              
              
              21,333
              
              
              5,307**SUPPLEMENTARY
                  CASH FLOW INFORMATION OF**Common
                  stock issued for services
              
              $
              428,500
              
              $
              2,700,000The
                  accompanying notes are an integral part of these financial
                  statements.




15
 *Table
          of Contents*


**Dark
                  Dynamite, Inc. and Subsidiary****Consolidated
                  Statement of Equity****For
                  the year ended December 31, 2006 and****For
                  the period from August 1, 2005 (Inception) through December 31,
                  2005**AccumulatedCommon
                  Stock ($.0001 par)
              
              Additional
              
              
              
              OtherPaid-in
              
              Retained
              
              ComprehensiveShares
              
              Amount
              
              Capital
              
              (Deficit)
              
              Income
              
              TotalBalances,
                  January 1, 2005
              
              
              100,000
              
              $
              10
              
              $
              74,208
              
              $
              -
              
              
              
              
              $
              74,218Peferred
                  stock conversion
              
              
              40,000,000
              
              
              4,000
              
              
              12,000
              
              
              
              
              
              
              
              
              16,000Recapitalization
              
              
              501,568
              
              
              50
              
              
              (50
              )
              
              -Issuance
                  of stock for services
              
              
              3,000,000
              
              
              300
              
              
              2,699,700
              
              
              -
              
              
              
              
              
              2,700,000Other
                  Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,132
              
              
              1,132Net
                  Income(Loss) for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,928,523
              )
              
              -
              
              
              (2,928,523
              )Balances,
                  December 31, 2005
              
              
              43,601,568
              
              $
              4,360
              
              $
              2,785,858
              
              $
              (2,928,523
              )
              $
              1,132
              
              $
              (137,173
              )Peferred
                  stock conversion
              
              
              1,237,500
              
              
              124
              
              
              371
              
              
              -
              
              
              
              
              
              495Peferred
                  stock conversion
              
              
              250,000
              
              
              25
              
              
              75
              
              
              -
              
              
              
              
              
              100Contributed
                  Capital
              
              
              -
              
              
              -
              
              
              402,987
              
              
              -
              
              
              
              
              
              402,987Peferred
                  stock conversion
              
              
              1,137,500
              
              
              114
              
              
              341
              
              
              -
              
              
              
              
              
              455Issuance
                  of stock for services
              
              
              2,370,000
              
              
              237
              
              
              428,263
              
              
              -
              
              
              
              
              
              428,500Other
                  Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,726
              
              
              1,726Net
                  Income(Loss) for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              (328,725
              )
              
              -
              
              
              (328,725
              )Balances,
                  December 31, 2006
              
              
              48,596,568
              
              $
              4,860
              
              $
              3,617,895
              
              $
              (3,257,248
              )
              $
              2,858
              
              $
              368,365The
                  accompanying notes are an integral part of these financial
                  statements.




16
 *Table
          of Contents*


**DARK
        DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 FOR
        THE
        YEAR ENDED DECEMBER 31, 2006 AND
 FOR
        THE
        PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005


**NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Business
        Organization - Dark
        Dynamite, Inc. (the “Company” or “DKDY”) was incorporated in the State of Nevada
        on December 23, 1988, formerly known as NCI Holdings, Inc., Vector Holding,
        Inc., and prior to June 26, 2002, Vector Aeromotive Corporation. On
        August
        29, 2005, DKDY (acquiree) executed a Plan of Exchange with Shanxi Kai Da
        Lv You
        Gu Wen You Xian Gong Si, a corporation organized under the laws of the Peoples'
        Republic of China (“Kai Da” or "acquirer"), the Shareholders of Kai Da,
        Diversified Holdings X, Inc., a Nevada corporation (“Diversified Holdings”), and
        the majority shareholder of DKDY, pursuant to which, and the First Amendment
        of
        Plan of Exchange signed on September 29, 2005, the majority shareholder of
        DKDY
        and Diversified Holdings transferred a total of 4,990,000 shares of convertible
        preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
        related expenses. Each share of convertible preferred stock is convertible
        into
        twenty-five (25) shares of common stock, and each share votes together with
        the
        common stock on all matters presented for a vote on an “as converted” basis. In
        addition, the Company issued 100,000 new shares of common stock to Kai Da
        and/or
        the Kai Da shareholders in exchange for all of their shares of registered
        capital of Kai Da, which then became a wholly-owned subsidiary of the
        Registrant. On October 3, 2005, DKDY consummated the Plan of Exchange with
        Kai
        Da. As a result of the Plan of Exchange, Kai Na will become a wholly-owned
        subsidiary of DKDY. The transaction was treated for accounting purposes as
        a
        capital transaction and recapitalization by the accounting acquirer and as
        a
        re-organization by the accounting acquiree.
 
 Accordingly,
        the consolidated financial statements include the following:
 
 (1)
              The
                  balance sheet consists of the net assets of the acquirer at historical
                  cost and the net assets of the acquiree at historical
                  cost.
  (2)
              The
                  statement of operations includes the operations of the acquirer
                  for the
                  periods presented and the operations of the acquiree from the date
                  of the
                  merger.
 
 Kai
        Da is
        principally engaged in the theme park management in the PRC.
 
 DKDY
        and
        its wholly-owned subsidiary Kai Da are hereafter referred to as (the
“Company”).
 
 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.
 
 17
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 Revenue
        Recognition - The
        Company's policy is to recognize income when it is earned. Kai Da's revenue
        is
        derived from ticket sales, and hotel and restaurant income. Revenues are
        booked
        net of any cash discounts. If any material contingencies are present,
        revenue recognition is delayed until all material contingencies are eliminated.
        Material contingencies are circumstances in which there are any potential
        uncertainties as to the completion of the revenue process being complete.
        Further, no revenue is recognized unless collection of the applicable
        consideration is probable. Probable collection is determined at the time
        collection occurs or is more than reasonably possible it will be collected.
        Retail store sales - 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.
 
 Loss
        Per Share - Loss
        per share is reported in accordance with Statement of Financial Accounting
        Standard (SFAS) No. 128. This statement required dual presentation of basic
        and
        diluted earnings (loss) with a reconciliation of the numerator and denominator
        of the loss per share computations. Basic earnings per share amounts are
        based
        on the weighted average shares of common stock outstanding. If applicable,
        diluted earnings per share would assume the conversion, exercise or issuance
        of
        all potential common stock instruments such as options, warrants and convertible
        securities, unless the effect is to reduce a loss or increase earnings per
        share. There were no adjustments required to net loss for the period presented
        in the computation of diluted loss per share.
  Foreign
        Currencies (KAI DA-Foreign Subsidiary) - The
        assets and liabilities denominated in respective functional currencies are
        translated into United States Dollars at the exchange rate as of the balance
        sheet date. The share capital and retained earnings are translated at exchange
        rates prevailing at the time of the transactions. Revenues, costs, and expenses
        denominated in respective functional currencies are translated into United
        States Dollars at the weighted average exchange rate for the period. The
        effects
        of foreign currencies translation adjustments are included as a separate
        component of accumulated other comprehensive income.
 
 Property,
        Plant, and Equipment -
        Property, plant, and equipment are recorded at cost less accumulated
        depreciation and impairment. Repairs and maintenance expenditures, which
        are not
        considered improvements and do not extend the useful life of property, plant,
        and equipment, are expensed as incurred. The cost and related accumulated
        depreciation applicable to property, plant, and equipment sold or no longer
        in
        service are eliminated from the accounts and any gain or loss is included
        in the
        statement of operations.
 
 Depreciation
        is calculated to write-off the cost or basis of the property, plant, and
        equipment over their estimated useful lives for the date on which they become
        fully operational and after taking into account their estimated residual
        values
        (salvage value), using the straight-line method, at the following rates per
        year:
  Equipment Straight-line
        for 5 to 20 years with a 5% salvage value
 Furniture Straight-line
        for 5 to 10 years with a 5% salvage value
 Autos Straight-line
        for 5 to 10 years with a 5% salvage value
 
 When
        assets are sold or retired, their costs and accumulated depreciation are
        eliminated from the accounts and any gain or loss resulting from their disposal
        is included in the Statement of Operations.
  18
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 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,
        2006
        or 2005.
 
 Impairment
        of Long-Lived Assets - The
        Company evaluates the recoverability of its fixed assets and other assets
        in
        accordance with Statement of Financial Accounting Standards No. 144,
“ *Accounting
        for the Impairment or Disposal of Long-Lived Assets” (“SFAS
        144’).* SFAS 144
        requires recognition of impairment of long-lived assets in the event the
        net
        book value of such assets exceeds its expected cash flows, it is considered
        to
        be impaired and is written down to fair value, which is determined based
        on
        either discounted future cash flows or appraised values. The Company adopted
        the
        statement on inception. No impairments of these types of assets were recognized
        during the period ended December 31, 2006 based upon a management review
        of such
        assets.
 
 Stock-Based
        Compensation - The
        Company accounts for stock-based compensation using the fair value method
        of
        Financial Accounting Standard No. 123R. Common shares issued for services
        rendered by a third party (both employees and non-employees) are recorded
        at the
        fair value of the shares issued or services rendered, whichever is more readily
        determinable.
 
 Recently
        Issued Accounting Pronouncements
 In
        February 2006, FASB issued SFAS No. 155, *“Accounting
        for Certain Hybrid Financial Instruments.”* SFAS No.
        155 amends SFAS No 133, *“Accounting
        for Derivative Instruments and Hedging Activities,”* and SFAF
        No. 140, *“Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities.”* SFAS No.
        155, permits fair value re-measurement for any hybrid financial instrument
        that
        contains an embedded derivative that otherwise would require bifurcation,
        clarifies which interest-only strips and principal-only strips are not subject
        to the requirements of SFAS No. 133, establishes a requirement to evaluate
        interest in securitized financial assets to identify interests that are
        freestanding derivatives or that are hybrid financial instruments that contain
        an embedded derivative requiring bifurcation, clarifies that concentrations
        of
        credit risk in the form of subordination are not embedded derivatives, and
        amends SFAS No. 140 to eliminate the prohibition on the qualifying
        special-purpose entity from holding a derivative financial instrument that
        pertains to a beneficial interest other than another derivative financial
        instrument. This statement is effective for all financial instruments acquired
        or issued
  19
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 after
        the
        beginning of the Company’s first fiscal year that begins after September 15,
        2006. The adoption of SFAS No. 155 is not expected to have a material impact
        on
        the Company’s results of operations or financial position.
  In
        June
        2006, the FASB issued Interpretation No. 48, “ *Accounting
        for Uncertainty in Income Taxes - an interpretation of FASB Statement No.
        109”* (“FIN
        48”) which prescribes a recognition threshold and measurement attribute, as
        well
        as criteria for subsequently recognizing, derecognizing and measuring uncertain
        tax positions for financial statement purposes. FIN 48 also requires expanded
        disclosure with respect to the uncertainty in income tax assets and liabilities.
        FIN 48 is effective for fiscal years beginning after December 15, 2006, which
        will be the Company’s calendar year 2007, and is required to be recognized as a
        change in accounting principle through a cumulative-effect adjustment to
        retained earnings as of the beginning of the year of adoption. The adoption
        of
        FIN 48 is not expected to have a material impact on the Company’s consolidated
        results of operations or financial position.
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions
        of Emerging Issues Task Force (“EITF”) Issue No. 06-3, *“How
        Taxes Collected from Customers and Remitted to Governmental Authorities Should
        Be Presented in the Income Statement (That Is, Gross versus Net
        Presentation).”* EITF
        Issue No. 06-3 requires that the presentation of taxes within revenue-producing
        transactions between a seller and a customer, including but not limited to
        sales, use, value added, and some excise taxes, should be on either a gross
        (included in revenue and cost) or a net (excluded from revenue) basis. In
        addition, for any such taxes that are reported on a gross basis, a company
        should disclose the amounts of those taxes in interim and annual financial
        statements for each period for which an income statement is presented if
        those
        amounts are significant. The disclosure of those taxes can be done on an
        aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning
        after December 15, 2006, which will be the Company’s calendar year 2007. The
        adoption of EITF Issue No. 06-3 is not expected to have a material impact
        on the
        Company’s results of operations or financial position.
  In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No.108 (“SAB No. 108”), “ *Considering
        the Effects of Prior Year Misstatements when Quantifying Current Year
        Misstatements.”* SAB No.
        108 requires analysis of misstatements using both an income statement (rollover)
        approach and a balance sheet (iron curtain) approach in assessing materiality
        and provides for a one-time cumulative effect transition adjustment. SAB
        No. 108
        is effective for the fiscal year beginning November 15, 2006. The adoption
        of
        SAB No. 108 is not expected to have a material impact on the Company’s results
        of operations or financial position.
  In
        March
        2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement
        No.
        140, Accounting for Transfers and Servicing of Financial Assets and
        Extinguishments of Liabilities, with respect to the accounting for separately
        recognized servicing assets and servicing liabilities. This Statement is
        effective as of the beginning of its first fiscal year that begins after
        September 15, 2006.
  An
        entity
        should apply the requirements for recognition and initial measurement of
        servicing assets and servicing liabilities prospectively to all transactions
        after the effective date of this Statement.
  In
        September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement
  20
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 does
        not
        require any new fair value measurements. However, for some entities, the
        application of this Statement will change current practice.
  Statement
        No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It
        improves financial reporting by requiring an employer to recognize the over
        funded or under funded status of a defined benefit postretirement plan (other
        than a multiemployer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets of a not-for-profit organization. This
        Statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. The Company does not expect
        application of SFAS No. 156, 157 and 158 to have a material affect on its
        financial statements.
 
 **NOTE
        B - SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
        disclosures of cash flow information for the period ended December 31, 2006
        and
        2005 are summarized as follows:
 
 Cash
        paid
        during the period ended December 31, 2006 and 2005 for interest and income
        taxes:
  2006   2005
 Income
        Taxes $15,499 $
        ---
 Interest $
         806 $
        ---
 
 **NOTE
        C - SEGMENT REPORTING**
 
 In
        June
        1997, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 131, *“Disclosures
        about Segments of an Enterprise and Related Information.”* This
        statement requires companies to report information about operating segments
        in
        interim and annual financial statements. It also requires segment disclosures
        about products and services, geographic areas and major customers. The Company
        determined that it did not have any separately reportable operating segments
        as
        of December 31, 2006 or 2005.
 
 **NOTE
        D - INCOME TAXES**
  The
        Company has approximately $3,272,391 of federal and state net operating losses
        available that expire in various years through the year 2025.
 
 Due
        to
        operating losses, there was no provision for current federal or state income
        taxes for the year ended December 31, 2006.
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting purposes
        and
        the amount used for federal and state income tax purposes.
 
 The
        Company’s deferred tax asset at December 31, 2006 consists of net operating loss
        carry-forward calculated using federal and state effective tax rates equating
        to
        approximately $1,090,000 less a valuation allowance in the amount of $1,090,000.
        Because of the Company’s lack of earnings history, the deferred tax asset has
        been fully
  21
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 
 **NOTE
        D - INCOME TAXES (CONT.)**
 
 offset
        by
        a valuation allowance. The valuation allowance increased (decreased) by
        approximately $95,000 for the year ended December 31, 2006.
 
 Utilization
        of the net operating losses may be subject to certain annual limitations
        due to
        changes in control. This may result in the expiration of net operating losses
        before full utilization.
 
 The
        Company’s total deferred tax asset as of December 31, 2006 is as
        follows:
 2006
                
                2005Net
                    operating loss carry-forwards
                
                $
                1,090,000
                
                $
                995,000Valuation
                    Allowance
                
                
                (
                    1,090,000
                )
                
                (995,000
                )$
                -0-
                
                $
                -0-**NOTE
                    E - NOTES PAYABLE**Notes
                    payable at December 31, 2006 and 2005 consist of the
                    following:2006
                
                
                2005Secured
                    note payable to an unrelated party.Bearing
                    10% interest. $
                
                
                -0-
                
                $
                10,350Unsecured
                    note payable to an unrelated party.Bearing
                    10% interest.
                
                
                -0-
                
                
                9,261Secured
                    note payable to an unrelated party.Bearing
                    0% interest.
                
                
                -0-
                
                
                10,000Total
                
                $
                -0-
                
                $
                29,611
 
 **NOTE
        F - PAYABLES, COMMITMENTS AND CONTIGENCIES**
 
 As
        of
        December 31, 2005, the Company’s subsidiary Kai Da had a Payable outstanding in
        the amount of $402,263 to a related party (see note L). The payable is set-up
        as
        a financial purchase/lease contract for the acquisition of the fixed assets.
        Payments are to be made in installments over five years. Future total payments
        by year will be made as follows:
 
 2006 $100,564
 2007 100,564
 2008 100,564
 2009 100,571
 Total $402,263
 
 As
        of
        December 31, 2006, the note payable of $402,263 was fully paid. Land
        and
        building was provided rent-free to the Company. The Company had no other
        commitments or contingencies.
  22
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 
 **NOTE
        G - PREFERRED STOCK**
 
 During
        the quarter ended March 31, 2006, 59,500 shares of preferred stock were
        converted into 1,487,500 common shares by the Company's consultants and former
        owner, resulting in a balance of 3,340,500 preferred shares as of March 31,
        2006.
 
 During
        the quarter ended December 31, 2006, 45,500 shares of preferred stock were
        converted into 1,137,500 common shares by the Company's consultants and former
        owner, resulting in a balance of 3,295,000 preferred shares as of December
        31,
        2006.
 
 **NOTE
        H - COMMON STOCK**
 
 During
        the quarter ended March 31, 2005, The Company issued 1,608,500 shares of
        its
        post reverse split common stock pursuant to the Company’s S-8 Registration
        Statement. There were no restricted shares of common stock issued during
        the
        same period.
 
 During
        the quarter ended June 30, 2005, the Company issued 200,000 shares of its
        post
        reverse split common stock pursuant to the Company’s 8-K Statement. The shares
        are restricted, and they were issued in a private transaction pursuant to
        Section 4(2) of the Securities Act of 1933.
 
 During
        the quarter ended September 30, 2005, the Company issued 184,890 shares of
        post
        reverse split common stock.
 
 During
        the quarter ended December 31, 2005, the Company issued 9,402 shares of post
        reverse split common stock.
 
 During
        the quarter ended December 31, 2006, the Company issued 428,500 shares of
        post
        reverse split common stock as payment for services to companies and individuals.
 
 **NOTE
        I - REVERSE STOCK SPLITS**
 
 A
        common
        stock reverse split of 1 for 1,000 was effective March 28, 2005. All common
        stock amounts in the accompanying financial statements issued on or before
        the
        date of the reverse stock split have been restated retroactively to reflect
        this
        capitalization change.
 
 A
        common
        stock reverse split of 1 for 4 was effective November 3, 2005. All common
        stock
        amounts have been restated to reflect this capitalization change.
  **NOTE
        J - CONTROL OF THE CORPORATION**
 
 On
        August
        29, 2005, the Company and its majority shareholder, Richard Surber, signed
        a
        Plan of Exchange agreement (“Agreement”) with Shanxi Kai Da LV You Xian Gong SI
        (“Kai Da”), a corporation formed according to the laws of the Peoples Republic
        of China. The agreement set forth the terms and conditions under which control
        of the Company would be acquired by the shareholders of Kai Da through the
        purchase of 4,990,000 shares of the convertible preferred stock of the Company
        from Surber or companies under his control.
 
 The
        Agreement called for the exchange to be completed on or about September 28,
        2005. The shares of convertible preferred stock were to be deposited into
        escrow
        in exchange for a total cash payment of $495,000 and making Kai Da a wholly
        owned subsidiary of Dark Dynamite, Inc. At the conclusion of the exchange,
        the
        shareholders of Kai Da would hold approximately 98% of the voting control
        of the
        Company.
  23
 *Table
            of Contents*
 **DARK
          DYNAMITE, INC. AND SUBSIDIARY**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 FOR
          THE
          YEAR ENDED DECEMBER 31, 2006 AND
 FOR
          THE
          PERIOD AUGUST 1, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005
 **NOTE
        K - GOING CONCERN**
 
 As
        shown
        in the accompanying audited financial statements, the Company has a deficit
        book
        value and a negative cash flow from operations that have placed substantial
        doubt as to whether the Company can continue as a going concern. The ability
        of
        the Company to continue as a going concern is dependent on developing
        operations, increasing revenues, and obtaining new capital. Management has
        enacted a plan to raise capital and increase profitability.
  **NOTE
        L - LITIGATION**
 
 **Securities
        and Exchange Commission v. David M. Wolfson, et al.** On
        October 16, 2004 a civil complaint was filed by the Securities and Exchange
        Commission in which Dark Dynamite, Inc. was named as a respondent. The Company's
        former president Gino Carlucci was also named as a respondent. The suit was
        filed in the United States District Court for the District of Utah and bears
        the
        docket number 2:03CV00914DAK and the style of the case is: “Securities and
        Exchange Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada
        corporation; Momentous Group, LLC, a Utah limited liability company; Leeward
        Consulting Group, LLC, a Utah limited liability company; Sukumo Limited,
        a
        company incorporated in the British Virgin Islands (a.k.a. Sukumo Group,
        Ltd.,
        Fujiwara Group, First Chartered Capital Corporation, First Colonial Trust,
        First
        China Capital and International Investment Holding); Michael Sydney Newman
        (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard
        H.
        Robertson; Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited
        liability company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary
        E.
        Blake; Jon R. Marple; Grateful Internet Associates, LLC, a Colorado limited
        liability company; Diversified Financial Resources Corporation, a Delaware
        corporation; John Chapman; Valesc Holdings, Inc., a New Jersey corporation;
        Jeremy D. Kraus; Samuel Cohen; Dark Dynamite, Inc., (The Company) a Nevada
        corporation. The complaint alleges that the Company failed to accurately
        and
        fully disclose the nature of its relationship to The Sukumo Group, Inc.,
        including the failure of Sukumo to complete the purchase of the shares and
        alleges that Sukumo acted as a selling agent for the Company. The complaint
        also
        faults The Sukumo Group Inc.'s actions with regard to the sale of common
        stock
        to off shore purchasers for failing to disclose the interest that Sukumo
        had in
        each sale, reporting that it was taking a 1-2% commission on the sale rather
        than keeping 70% or more of the proceeds of each transaction. The Company
        filed
        a motion to dismiss the complaint based upon a lack of jurisdiction and the
        failure of the complaint to adequately set forth the actions of the Company
        which form the basis of a cause of action against the Company that was denied
        by
        the Court. The Company filed an answer disputing the allegations of the
        complaint and has participated in some pre-trial discovery. The Company and
        the
        Government have agreed upon the terms of a settlement, the terms of which
        provide for the Company to pay the sum of $30,000 to the SEC. The SEC is
        currently reviewing the terms of a proposed consent decree in which the Company
        would neither admit or deny the claims made in the complaint and be subject
        to
        an injunction prohibiting future violations of the securities laws and
        regulations, this review has been pending for more than 18 months with no
        report
        of expected action on the proposal and without any change in the status of
        the
        litigation impacting the Company.
  The
        Company believes that adequate provision has been made for all other judgments
        that may be awarded against the Company. None of the other lawsuits have
        yet
        been resolved.
  **NOTE
        M - RELATED PARTY TRANSACTIONS**
 
 The
        Company's subsidiary Kai Da signed a management contract with Shanxi Qin
        E'Pang
        Tourism Development Co., Ltd. According to the contract, the Company will
        manage
        the A'Pang palace tourist, hotel, and restaurant from August 1, 2005 to July
        31,
        2010 and hold 90% of the net profits. The remaining 10% of the net profit
        will
        be returned to Shanxi Qin E'Pang Tourism Development Co., Ltd. In September
        2005, the Company purchased the fixed assets from Shanxi Qin E'Pang Tourism
        Development Co., Ltd. by executing a financial leasing contract.
 
 As
        of
        December 31, 2006, the Company has a balance due to a shareholder of
        $7,466.
  **NOTE
        N - DISPOSAL OF SUBSIDIARY**
 
 On
        April
        1, 2006, the Company executed an Agreement (the “Agreement”) between the Company
        and Diversified Holdings X, Inc. ("DHX"), a Nevada corporation, pursuant
        to
        which the Company agreed to sell its ownership of Black Chandelier, Inc.
        (“BCI”)
        to DHX. The gains on disposal of subsidiary are as follows:
  December
                  31, 2006(Loss)
                  from investment in BCI
              
              $
              (9,900
              )Write
                  off the liabilities due from subsidiary to parent
              
              
              37,222Gains
                  on disposal of subsidiary
              
              $
              27,322


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





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





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





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





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





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





**Quarterly
      Evaluation of Controls**




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




**CEO
      and CFO Certifications**




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




25
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          of Contents*




**Disclosure
      Controls and Internal Controls**




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





**Limitations
      on the Effectiveness of Controls**




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





**Scope
      of the Evaluation**




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




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




26
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**Conclusions**




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


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





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





Identification
      of Directors and Executive Officers and Significant Employees.




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




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







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





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





**Business
      Experience and Personal Background**





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





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





**Significant
      Employees**




The
      Company has no significant employees in the United States.




**Legal
      Proceedings**




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




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




27
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          of Contents*




**Audit
      Committee Financial Expert**




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





Code
      of
      Ethics




We
      are
      presently working with its legal counsel to prepare and adopt a code of ethics
      that applies to our principal chief executive officer, principal financial
      officer, and principal accounting officer or controller, or persons performing
      similar functions (the Code of Ethics"). A draft of the Code of Ethics is
      attached hereto 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
      our common stock. In making this statement, we have relied solely on copies
      of
      any reporting forms received by it, and upon any written representations
      received from reporting persons that no Form 5 (Annual Statement of Changes
      in
      Beneficial Ownership) was required to be filed under applicable rules of the
      Commission.




28
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          of Contents*




**ITEM
      10. EXECUTIVE COMPENSAT** **ION**





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







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




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




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




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





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




29
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          of Contents*





Security
      Ownership of Officers and Directors  (2)  .







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




2005
      Changes in Control.




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





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





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





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





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





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





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





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




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





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





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





30
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          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 ourForm
                8-K, as filed with the Commission on August 30, 200510.2 
                 First Amendment to Plan of Exchange, dated September 29, 2005, filed
                as an Exhibitto
                our Form 8-K, as filed with the Commission on September 30,
                200510.3  
                Letter Agreement dated April 1, 2006, filed as an Exhibit to our
                Form 8-K,
                as filed with the Commission on April 18, 2006.10.4  
                Letter from Traci J. Anderson dated February 2, 2007, filed as an
                Exhibit
                to our Form 8-K, as filed with the Commission on February 5,
                2007.14.1Code
                of Ethics*31.1Rule
                13a-14(a)/15d-14(a) Certifications of Chief Executive Officer*31.2Rule
                13a-14(a)/15d-14(a) Certifications of Chief Financial Officer*32.1Section
                1350 Certifications of Chief Executive Officer*32.2Section
                1350 Certifications of Chief Financial Officer*





*
      Filed
      herewith.





(b)
      Reports on Form 8-K.





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




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





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




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




**Subsequent
      Events**





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





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          of Contents*





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




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





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




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




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




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




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





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





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




32
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          of Contents*





**SIGNATU** **RES**





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








**Dark
                Dynamite, Inc.**
              (Registrant)Date: April
                12, 2007
            By:
            /s/ Lei,
                MingLei,
                Ming
              President
                and Chief Executive Officer





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







**SIGNATURE**
            **TITLE**
            **DATE**/s/
                Lei, Ming
            President,
                Director
            April
                12, 2007Lei,
                Ming/s/
                Wang, Xiaojun
            Chief
                Financial Officer, Director
            April
                12, 2007Wang,
                Xiaojun








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