**UNITED
                STATES**
              **SECURITIES****AND****EXCHANGE
                COMMISSION****Washington,
                D.C. 20549****FORM
                10-KSB/A**
              **AMENDMENT
                NO. 3****Annual
                Report Pursuant to Section 13 or 15(d)****of
                the Securities Exchange Act of 1934**For
                the annual period ended:**December
                31, 2004**Commission
                File Number:**001-10559****DARK
                DYNAMITE, INC.**
              (Exact
                name of registrant as specified in its charter.)




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









Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


YES
                [**X**]NO
                [  ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not 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 any
      amendment to this Form 10-KSB [ **X** ].





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practical date:




Common
        Stock, $.0001 Par Value - 51,886,809 shares as of March 6, 2007. Number of
        shares of preferred stock outstanding as of March 6, 2007:
        3,295,000.





The
      Issuer's total revenues for the year ended December 31, 2004 were
      $19,523.





The
        aggregate market value of the registrant’s common stock, $0.0001 par value (the
        only class of voting stock), held by non-affiliates was approximately $6,250,148
        based on the average closing bid and asked prices for the Common Stock on
        March
        6, 2007.














**TABLE
                OF CONTE****NTS**Item
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            16Item
                3.
            Legal
                Proceedings
            17Item
                4.
            Submission
                of Matters to a Vote of Security-Holders
            19**PART
                I**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters
            20Item
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            23Item
                7.
            Financial
                Statements
            25**PART
                II**Item
                8.
            Changes
                in and Disagreements With Accountants onAccounting
                and Financial Disclosure
            45Item
                8a.
            Controls
                and Procedure
            45Item
                9.
            Directors
                and Executive Officers
            47Item
                10.
            Executive
                Compensation
            49Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
            51**PART
                III**Item
                12.
            Certain
                Relationships and Related Transactions
            52Item
                13.
            Exhibits,
                List and Reports on Form 8-K
            54Item
                14
            Principal
                Accountant Fees & Services
            56Item
                15.
            Signatures
            57






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**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" mean, Dark Dynamite, Inc., a Nevada corporation, formerly known
      as
      NCI Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector
      Aeromotive Corporation. These terms also refer to the Company’s subsidiary
      corporation, Black Chandelier, Inc. The Company was originally incorporated
      in
      September 1987.





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





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





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





On
      November 8, 2004, the Company approved and submitted for filing with the Nevada
      Secretary of State’s Office a Certificate of Change Pursuant to NRS 78.209 to
      carry out a reverse stock split of the Company’s common stock on a one (1) for
      two thousand (2,000) basis. This action reduced the number of authorized shares
      of common stock from Five Billion (5,000,000,000) to Two Million Five Hundred
      Thousand (2,500,000), par value $0.0001 per share. All fractional shares that
      resulted from the reverse split were rounded up to the next whole share. The
      effective date of the stock split was November 17, 2004.





On
      November 11, 2004, the Company filed an Amendment to its articles of
      incorporation increasing the number of authorized shares of its Common Stock
      from 2,500,000 to 5,000,000,000, and restating the par value to $0.0001 per
      share. The number of preferred shares authorized will remain at 5,000,000,
      with
      a $0.001 par value per share. Upon the filing of the Amended Articles of
      Incorporation, the Company was authorized to issue 5,000,000,000 shares of
      common stock, $0.0001 par value per share.




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**Subsequent
      Events**





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





**Business
      of Issuer**





Dark
      Dynamite, Inc. is a lifestyle company that produces clothing, candles,
      skateboards and active-wear. The Company’s mission is to offer products designed
      with deliberateness and wild inspiration that indulge an individual’s innate
      drive to be unique. The overarching concept is to provide the consumer with
      an
      affordable alternative to “mass-market” offerings by extending a product that
      conveys a sense of eccentricity that stands apart in quality, style and price,
      from much of the overpriced and homogenous fare currently being offered
      consumers by the mainstream apparel market.





Today,
      in
      the apparel and related industries, there is great demand for appealing and
      highly individualized styles of clothing and related items. This demand has
      come
      about as a result of the proliferation of mass retailers such as Target,
      Wal-Mart, K-Mart, and other marketers of highly standardized goods. This demand
      presents tremendous opportunities for the Company which will attempt to
      establish a niche market offering consumers a highly individualized product,
      unlike anything else being sold on the mainstream market, yet at an affordable
      price.





The
      acquisition of Black Chandelier, Inc., was the first in a series of anticipated
      transactions designed to grow Dark Dynamite into a multifaceted lifestyles
      company. Commensurate with this goal, the Company underwent a series of changes
      including a name change from NCI Holdings, Inc., to Dark Dynamite, Inc. The
      name
      change was made to better reflect the future direction of the Company. Dark
      Dynamite is a public company trading on the OTC Bulletin Board under the symbol
      DDYI.OB. Dark Dynamite has also completed the design of its initial web
      site:  www.darkdynamite.com.





We
      are
      currently operating a staff of experienced artists and designers to develop
      and
      produce various apparel related products. We have relied heavily on an Employee
      Benefit Plan registered on a Form S-8 to hire, pay, and retain key employees,
      consultants and other permissible professionals who will play an integral part
      in the future success of Dark Dynamite. Pursuant to the Employee Benefit Plan,
      we have issued, and may continue to issue, a substantial number of shares and
      options for the benefit of Dark Dynamite’s employees, consultants, and other
      personnel.




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The
      success of our business will largely be a result of our ability to successfully
      distinguish our products from the competition by delivering a state of the
      art
      product bundled by a specialized aesthetic, at an affordable price. The hallmark
      of the Company’s philosophy is to offer the highest quality design available,
      featuring a combination of the American alternative lifestyle and eccentric
      European fashions. The products will be introduced as designer items, but priced
      for a broader market. Price will be the Company’s competitive advantage and
      calling-card. To find other apparel collections with similar varied aesthetic
      appeal one must turn to expensive European and Japanese apparel lines. However,
      Dark Dynamite’s Black Chandelier apparel collection is priced anywhere from
      fifteen to thirty-five percent less than these collections, and thus stands
      to
      be very effective in retail. The Company’s other products will pursue a similar
      strategy with respect to both aesthetic and price.





In
      addition to strengthening the brand name and capitalizing on the reputation
      of
      Jared Gold, the Company hopes to establish a global public relations network
      that will focus on establishing goodwill towards the Company within the apparel
      market. We also hope to be able to create a corporate communications staff
      at
      the Company’s headquarters that will communicate with public relations companies
      abroad, as well as using contracted public relations firms who will assist
      us in
      effectively implementing appropriate marketing and distribution strategies.
      The
      ultimate objective is to expand our consumer base by targeting boutiques and
      high-end department stores.





The
      Company plans to open additional retail stores that will serve as an important
      marketing vehicle over the next two years. The stores’ design, service and
      products will enhance the sense of exclusivity and uniqueness of the brand
      and
      will also contribute to the building of the Company’s brand
      identity.





Dark
      Dynamite is also establishing representatives at major tradeshows so that our
      product may readily be seen by potential buyers. This will create a way to
      identify potential distributors in new local markets and assess the new product
      developments by our competitors. Establishing representatives at major
      tradeshows is an important part of our marketing strategy to effectively
      position the product and increase product awareness.





***Brand
      Development***





In
      the
      apparel industry, having a strong and recognizable brand name is integral to
      success. Dark Dynamite’s strategy in this regard is to create a distinct brand
      image based on personalized appeal. The Company hopes to acquire companies
      with
      similar aesthetic concepts. This will strengthen the Company’s identity and
      allow for cross engineering product launches, press junkets, and sales
      facilities which will be a powerful vehicle for effectively placing the
      Company's image in the marketplace.





Dark
      Dynamite will pursue the strategy of selecting products for acquisition that
      support the Company’s identity as an artistically progressive lifestyle company.
      We are particularly careful to select products and acquire companies with a
      similar aesthetic that will define and further strengthen the life-style concept
      of Dark Dynamite. Offering other types of products will also help the Company
      to
      balance our products portfolios, allowing a better performing product line
      to
      offset a poorly performing line. This diversification strategy is aimed at
      building volume and lessening the risks of being too focused on a particular
      product or segment of the market.




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***Product
      Diversification***





Relying
      on a single product line, market segment, or sales channel can lead to failure
      for an apparel company. To survive, apparel companies must come up with new
      designs, either as product line extensions or as a wholly new product lines.
      In
      mature industries like apparel, acquisitions can often be a route to sales
      growth. Acquisitions can also enable companies to combat pricing pressures
      by
      developing mega brands or lifestyle concepts and also by maximizing operating
      efficiencies. Acquisitions are also made to diversify products mix.





***Segment
      Information***





We
      believe that the Company stands in a unique position to establish a niche market
      among its customers. Our customers share a need for expression of their unique
      personalities through items such as clothing and gifts. Accordingly, our
      clothing, accessories and other products are designed with an edgy
      sophistication that allows our customers to express their individual uniqueness.
      Our target consumer is female, between 20 and 35 years old, with an income
      of
      $30,000-$90,000, and is living in highly populated urban areas such as
      Los-Angeles, Seattle or Chicago. These women tend to shop in boutiques and
      upscale department stores such as Macys and Nordstrom, and typically spend
      15 to
      20% of their income on clothing and accessories. These women are usually well
      educated and have visited a foreign country at least once. She is fashion
      conscious and follows current trends and subscribes to or reads several fashion
      oriented women's magazines.





Another
      target customer group of the Company includes youth and children’s groups. The
      junior segment will be targeted with the snowboard/skateboard line, “Black
      Chandelier Skate,” as well as various T-shirt collections. The Company will also
      cater to the developing “tweens” market segment with its Black Chandelier Girls
      (teen sizes for girls) collection. The Company has also introduced a men’s
      streetwear collection, under the Black Chandelier label, aimed at men between
      20
      and 35 years old. This apparel segment has enjoyed widespread popularity, and
      more importantly, has shown solid revenue growth. This streetwear collection
      is
      youth-oriented, edgy, and reflective of stores such as Urban Outfitters Inc.,
      among others. However, department stores and national apparel chains have also
      started to carry this merchandise.





**Recent
      Developments**





Future
      collections include Black Chandelier Homewares, (featuring housewares and
      candles), Black Chandelier Skate, (skate and snowboard apparel),
“Blackchandelier 365” (T-Shirt-of-the-day available only by e-procurement), and
“Black Chandelier Girls” (youth sizes for girls). All of these products will
      strengthen and underscore the Company’s brand identity.





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**Retail
      and Wholesale Distribution**





***Retail***





The
      Company’s retail operations consist of two retail stores and its retail internet
      site located at:  www.blackchandelier.com  .
      The
      Company has a complete collection of Black Chandelier clothing for sale at
      its
      retail stores which are open at Trolley Square Mall in Salt Lake City, Utah
      and
      the wild Pike and Pine shopping district in Seattle, Washington. The stores
      are
      named Black Chandelier, and promotions for the stores are being conducted via
      mailings, radio spots, and special features in local newspapers. The Salt Lake
      City location consists of 1796 square feet and the Seattle, Washington location
      consists of 625 square feet. Customers can order Black Chandelier apparel
      directly from the web site. Photos of the stores can be found at the Black
      Chandelier website.




The
      Company is planning to open more stores across the United States over the next
      two years, targeting the states of California and New York in
      particular.  The
      Company is accordingly seeking additional funds to meet its expansion plans
      and
      needs over the next 12 months.  These
      stores will be positioned in heavily urbanized cities, next to other high-end
      retailers, in an effort to attract the Company’s target market. The stores will
      sell all of the products manufactured by Dark Dynamite, with a core focus on
      apparel. The stores will allow the Company to receive valuable market feedback
      and have control over product positioning and presentation.  The
      retail division is now at the forefront of importance to the Company due to
      its
      ability to reach customers directly, and avoid the time and money consuming
      process of marketing and wholesaling a product. This generates immediate
      revenues and allows the Company to closely monitor buying habits in the stores
      and immediately respond to sales trends.  It
      will
      also help to eliminate middleman costs, allowing the Company to sell directly
      to
      the consumer.





The
      retail stores owned by Dark Dynamite are also important points of inventory
      distribution. The stores have enough space to store inventory, but more
      importantly, the stores assist in establishing brand identity for the product.
      In essence, these venues will be marketing tools which will allow us to gauge
      market demand for our apparel, through the use of inventory control. The current
      retail stores have shown positive feedback in relatively small
      markets.





The
      retail stores use an ingenious modular build out that requires very little
      to no
      onsite construction work. All modular cabinetry is built in the Salt Lake City
      design complex and contains everything from display hardware, to lighting and
      sound, and can be easily rolled into place on site. The modular cabinetry system
      keeps costs to an approximate $15,000 per store build out cost. In the event
      the
      store needs to relocate, the investment is not lost; it simply rolls out to
      the
      next location. The Black Chandelier Seattle store was installed in one day;
      this
      saved labor hours and travel time for Black Chandelier’s staff.





***Wholesale***





The
      Company’s wholesale operations consist of two major apparel showrooms featuring
      the Black Chandelier apparel line, The Scott Blair Group and Belle Sales,
      located in Dallas, Texas, and Los Angeles, California respectively. The Company
      provides these wholesalers with apparel which these showrooms display and
      ultimately sell to various vendors and retailers. The other major vector for
      wholesales is the Company’s wholesale website whereby various retailers and
      vendors can procure Company apparel for retails sales directly from the Company
      itself, thus saving the Company intermediary fees. The address for the Company’s
      wholesale website is:  www.7463435.com.  By
      initiating contact with various retailers, a small amount of wholesaling is
      also
      done direct from the Company’s headquarters.




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Non-Company
      retail stores offer additional exposure for the Company's apparel lines, and
      also lend credibility to the Dark Dynamite brand name. However, i  t
      is
      essential that the Company’s resellers, as well as the Company’s retail stores,
      reflect Dark Dynamite’s  vision,
      image and emphasis on quality. The Company’s retail stores will help to define
      the brand while the non-Company retail stores will reinforce brand
      identity.





For
      manufacturing, the Company uses Authentic Concepts, a 12,000 square feet
      facility employing 60 sewers, cutters and finishers, located in Provo, Utah.
      Authentic Concepts has manufactured clothing for large firms such as Levis,
      Nike, Ocean Pacific, and North Face, as well as having in-house computerized
      embroidery capabilities, a shipping department, and a cutting room. Black
      Chandelier is also endeavoring to complete its own in-house production facility.
      This development will decrease production costs by almost half and enable the
      staff of Black Chandelier to more closely monitor the production process. The
      third floor of the current design center is earmarked for such use.





Presently,
      production work for the Black Chandelier Spring 2005 “Botanical Reactor”
collection has begun. Sales of this collection were less than expected, which
      can be attributed to its late entry into the sales market due to the preliminary
      set up of the work rooms and design space.    The
      denim-heavy Fall Black Chandelier collection, “Bloodbay Foundry,” has been
      launched on-time and presented during Los Angeles Fashion week using a newly
      contracted showroom, Belle Sales (see material contracts section for further
      information). Dallas Fall Fashion week will host Black Chandelier’s fall
      collection via the newly contracted Scott Blair Group. This showroom focuses
      on
      the Midwest, and has a sales district that includes Texas, Arizona, Illinois,
      and most major southern metropolises (see material contracts section for more
      information). Asian and Japanese sales for the collection are being handled
      by
      San Francisco sales broker, J. Roussin. Roussin has previously worked with
      designer Jared Gold on the sales of his collection and has been very successful
      in navigating these complex markets.





***Marketing***





Marketing
      plans are now being formulated by the Company.  ****  The
      Company terminated its contract with Los Angeles Publicity house, "EM
      Productions," in order to more effectively focus on name branding. A new
      contract for public relations was executed with MAO Public Relations, in New
      York City. This public relations agency works all over the world with large
      fashion houses and helped establish Baby Phat and Heatherette. The Company
      uses
      an elaborate barrage of events, mailings, web promotions and specialized
      websites to market its products and to garner attention for client products.
      Refer to MAO PR’s website at:  www.maopr.com  .




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Dark
      Dynamite hopes to establish representatives at major tradeshows so that its
      product may readily be seen by potential buyers. This will create a way to
      identify potential distributors in new local markets and assess new product
      developments by our competitors. Establishing representatives at major
      tradeshows is an important part of our marketing strategy in that it effectively
      positions our product and increases product awareness. Furthermore, advertising
      is also being conducted in various local newspapers in cities where the Company
      currently has retail stores.





The
      Company’s websites also serve as a promotional vector for the Company’s apparel
      lines. Black Chandelier is currently working with a Dark Dynamite contractor
      to
      further develop its various websites. These websites are currently operative
      and
      employ elaborate artwork, animation and artistic quality. The wholesale website
      at www.7463435.com has been utilized as a tool for the Company’s in-house
      marketing strategy. This will allow for sales to be executed directly by the
      Company to retailers, eliminating the middleman and thus saving the Company
      significant costs.





In
      addition to strengthening the brand name and capitalizing on the reputation
      of
      Jared Gold, the Company will also establish a global public relations network
      that will focus on establishing goodwill towards the Company in the apparel
      market. There will be a corporate communications staff at the Company’s
      headquarters that will communicate with public relations companies abroad and
      also receive market feedback so as to effectively implement appropriate
      marketing and distribution strategies. The ultimate objective will be to expand
      our consumer base by targeting boutiques and higher-end department
      stores.





In
      the
      apparel industry, having a strong and recognizable brand name is the key to
      success. Dark Dynamite’s strategy in this regard is to create a distinct brand
      image, based on personalized appeal to the consumer. The Company will design
      products and acquire companies with a similar aesthetic concept. This will
      not
      only effectively strengthen the Company’s identity as a whole, but will also
      allow for cross engineering product launches, press junkets and sales
      facilities, which will be a powerful vehicle for effectively placing the
      Company's image in the marketplace.





The
      Company will endeavor to document the development of all products created by
      Black Chandelier and Dark Dynamite through a series of four-minute videos that
      will be posted on the websites. These documentaries will cover every aspect
      of
      the creation process from inspiration and research, through illustration,
      patterning, sampling, production and shipping. This allows investors, students,
      educators and other curious onlookers a very intimate view of the creation
      process.





***New
      Product Development***





**BLACK
      CHANDELIER ACCESSORIES**





Black
      Chandelier has already designed and manufactured samples for market tests of
      their initial handbag designs. However, opening an accessory division requires
      sourcing for production, distribution, and supply. San Diego based Alexander
      and
      Wade, a consulting company, located in California, is under contract with the
      Company, and has assisted it with researching production options, new
      acquisitions, and factoring support.




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**BLACK
      CHANDELIER GIRLS**





Black
      Chandelier recently expanded its apparel line products to include a girl’s sized
      collection entitled, “Black Chandelier Girls.” The collection consists of
      designer Jared Gold’s highest selling pieces that have been rescaled for youth,
      sizes 7 to 14. This development is in response to the overwhelming demand for
      this size range at this year’s Club ENK International Children’s Apparel
      convention being held at the Javits Convention center in NYC. The collection
      mimics, in certain aspects, Black Chandelier. It will still carry the
      collection’s hallmark historical references; however, it will use a broader
      color palette and a more “junior fit.” The first revenues from sales of this
      collection are expected in Fall 2005.





**PINK
      CHANDELIER**





The
      opening season of sales for Pink Chandelier Children's Wear began September
      25,
      2004. This label, a division of Black Chandelier, was originally slated for
      development exclusively as screen printed, prefabricated items, however, the
      scope of this collection has become much more vast. The Pink Chandelier
      collection now has a full spectrum of garments, from pants and skirts to jackets
      and accessories. The contracted showroom is Los Angeles based Paper Doll Style.
      The line was shown with limited success during the Los Angeles and New York
      Market Weeks. Orders for Spring are being received and will be reported first
      quarter 2005. At this time the sales were lower than previously expected; this
      is attributed to the collection’s late entry in the market, causing it to miss
      market week in New York City. However, the publicity and press received from
      the
      premier of the collection was valuable to the Company. Initial revenues for
      Pink
      Chandelier were seen with the opening of the Company’s first retail store in
      Salt Lake City.





**BLACK
      CHANDELIER SKATE**





Dark
      Dynamite has opened an activewear division originally entitled,
“Life-of-the-Knife,” now called, “Black Chandelier Skate.” The project is headed
      by Andrew Pitts, a professional skateboarder with six years of hard-goods design
      experience, as well as an extensive distribution and marketing background in
      the
      skate and snowboard markets. The line has already been designed and produced
      in
      a small run that is currently available at Black Chandelier retail locations,
      as
      well as the online retail website. Wholesale production for this division began
      in early March 2005. The market for this product will be divided to incorporate
      a core market and a mainstream market. The core market products will be called,
      “Life-of-the-Knife” and will target exclusive shops that cater to the avid and
      dedicated skate and snowboard populations. The mainstream products currently
      being sold are called, “Black Chandelier Skate.” We hope to have this line more
      widely available through malls and major department stores. A secondary, more
      exclusive line, may be engineered with the professional skater in mind. See
      the  www.blackchandelier.com  website
      for more information.





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**BLACK
      CHANDELIER HOMEWARES**





Black
      Chandelier Homewares is a line of homeware products including candles and body
      products. The Company was developing this line under the name, “The Genevieve.”
However, The United States Patent and Trademark Office informed the Company
      that
      another entity has rights to this name. Accordingly, the Company changed the
      name of its homewares division to, “Black Chandelier Homewares.” This will make
      it possible for the products to be associated with a more publicized name brand.
      This collection consists of a stationary group, including scented stationary
      using Black Chandelier candle scents, small ceramic figurines, lamps, candles
      and bedlinens. Aside from outside retailers who will carry these items, these
      items will also be available at all Black Chandelier retail outlets, as well
      as
      the Company’s e-commerce website. The Company has already contacted two
      potential showrooms to represent the collection during the Los Angeles Home
      and
      Gift Show for Holiday 2005. This show will be held in May 2005.





Cosmo
      International, Inc., a Florida corporation, has completed the final scent
      formulas for the first candle group. Consumer testing of this group has been
      completed, and the candle vessel samples have been completed. Burn tests, wax
      analysis, and labeling are now in the final stages and should be completed
      in
      time for the Atlanta Holiday Homewares and Gift Market to be held in May
      2005.




The
      Company, through a contractor, has found viable manufacturing plants for these
      goods. This group, originally slated for Holiday sales 2004, will now be moved
      back for an initial launch as early as May 2005. There are nine candle products
      in this initial project. We plan to market the candles for the 2005 Holiday
      season. Dark Dynamite has already provided nominal funds for the development
      of
      the candle line.





Research
      for design of the bed linens collection has also been completed. Dream World
      Inc., a Utah corporation, will be contracted to produce the bed linens. Three
      unique design groups for this line are nearing completion. This collection
      was
      slated to be premiered in the first quarter of 2005, however contracted screen
      printing equipment limitations have delayed the launch. The Company is
      attempting to ready these items for holiday release, but still faces complex
      production issues. Dark Dynamite plans to hire at least one graphic designer
      to
      work with Black Chandelier Homewares, in order to handle the anticipated
      increased packaging and design load. Black Chandelier Homewares website is
      currently under construction. Dark Dynamite has hired web contractor,
      Coderocket, to begin this web development.





**FONTANELLE
      CONSULTING**





Dark
      Dynamite Inc., intends to provide consulting services under the name,
      "Fontanelle Consulting." One project which has been completed is an illustration
      contract with New York's Fairchild Publications, publisher of such acclaimed
      magazines as "W" and "Women's Wear Daily." The contract is for six illustrations
      that were completed by Gold for an editorial. Project two is an ongoing contract
      that will identify and brand a startup company named "Saltimbocca." The Company
      manufactures sauces and home produced Italian foods. Phase One artwork and
      packaging has been completed. Fontanelle is currently looking to expand its
      staff by hiring a marketing adviser, as well as a graphic designer that will
      be
      shared with other operations of the Company. Fontanelle has also completed
      its
      beta version website. This website lists all past products and packaging
      developed thus far. It also functions as a promotional vector for the Company's
      services. The Fontanelle website is currently operational at:  www.fontanelleconsult.com  .




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**Government
      Regulation**





The
      Company and its facilities are subject to normal government regulation at the
      federal, state and local level. The Company must comply with governmental
      regulations regarding employment, wages, access for handicapped and disabled
      persons, and other laws, rules, regulations and ordinances. Although the Company
      does not foresee any change in existing local, state, or federal regulations,
      if
      changes should occur, the Company believes that it can adapt to such new
      regulations and that those changes would not have any significant effect on
      revenues or current operations of the Company. However, no assurance can be
      made
      that compliance or failure to comply with future regulations will not have
      a
      materially adverse effect on the business, operating results or financial
      condition of the Company. However, in certain circumstances, such as in a new
      or
      start-up business activity, it may not be possible to predict with any degree
      of
      accuracy the impact of governmental regulations. The inability to ascertain
      the
      effect of government regulations on prospective business activities will make
      our business a higher risk enterprise.





**Competition**





The
      Company will be involved in intense competition with other business entities,
      many of which will have a competitive edge over the Company by virtue of their
      stronger financial resources and prior experience in business.





Although
      the apparel industry is mature and slow growing, it exists in a dynamic and
      competitive environment. Despite years of consolidation activity, the apparel
      industry is extremely competitive and highly fragmented. This is most likely
      due
      to low barriers to entry. A viable new entrant into the apparel market needs
      good clothing designs that will attract department store and/or specialty store
      buyers. If a designer gets these orders, they can contract production of the
      item to an independent manufacturer.





The
      power
      of the big retailers is a major challenge to many manufacturers. As retailers
      reduce their inventories and delay their orders closer to the actual time that
      the merchandise will be needed, manufacturers are forced to assume more
      inventory risk. In addition, big retailers’ size put them in a strong position
      to negotiate favorable terms with manufacturers concerning pricing, shipping
      and
      co-advertising.





Consumers
      also maintain considerable power over apparel manufacturers as they can readily
      switch from one product or brand to another. As a result, strong brand image
      or
      innovative and desirable designs typically give a manufacturer more pricing
      flexibility.





Women’s
      garments tend to dominate seasonal sales due to their fashion quotient, which
      is
      difficult to predict and thus hard to plan for large-scale production. This
      tends to be an advantage to domestic manufacturers since it takes less time
      to
      deliver fashion products to retailers. Dark Dynamite will use this advantage
      as
      leverage to present and quickly move our products to retailers.




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Consumers
      looking for quality clothing have many options including:




·
            Department
                stores·
            Specialty
                clothing stores·
            Off-price
                retailers·
            Catalogs·
            Online
                retailers





The
      Company’s primary competitors that explore edgy urban designs and market to a
      similar customer group include: Diesel Spa (Italy), Guess Inc., BeBe, and Phat
      Fashions (Baby Phat/Phat Farm)





**Employees**





Dark
      Dynamite has hired graphic artists, illustrators, sales persons, marketing
      personnel, shipping personnel, production personnel, manufacturers, and web
      commerce professionals, whose skills and talents will aid in the advancement
      of
      the Company and its products. The total number of employees as of the date
      of
      this report is twelve.





**Risk
      Factors**





**The
      success of our business depends in large part on our ability to identify fashion
      trends and to react to changing customer demand in a timely
      manner.**  Consequently,
      we depend, in part, upon favorable market response to the creative efforts
      of
      our Company.





**Failure
      on our part to anticipate, identify, and respond effectively to changing
      consumer demands and fashion trends will adversely affect our
      sales.**  If
      we are
      unable to obtain raw materials, or find manufacturing facilities, our financial
      condition may be harmed. Outside of a small sample room, we do not own any
      manufacturing facilities, and therefore depend on a limited number of third
      parties to manufacture our products. We place all of our orders for production
      of merchandise and raw materials by purchase order and do not have any long-term
      contracts with any manufacturer or supplier. If we fail to obtain sufficient
      quantities of raw materials, it could have a harmful effect on the results
      of
      our operations. Furthermore, we may receive shipments of products from
      manufacturers that fail to conform to our quality control standards. In such
      an
      event, unless we are able to obtain replacement products in a timely manner,
      we
      may lose sales. If we fail to maintain favorable relationships with these
      production facilities, or fail to obtain an adequate supply of quality raw
      materials on commercially reasonable terms, it could harm our business and
      results of operations.





**We
      will be dependent on third party manufacturers for production, and our sales
      may
      be negatively affected if the manufacturers do not perform acceptably, or if
      design changes are communicated after the production has
      begun**  .
      We will
      develop a significant portion of our merchandise in conjunction with third-party
      apparel manufacturers. In some cases, we select merchandise directly from these
      manufacturers’ lines. We do not have long-term contracts with any third party
      manufacturers and will purchase all of the merchandise from such manufacturers
      by purchase order. Furthermore, we may receive, in the future, shipments of
      products from third-party apparel manufacturers that fail to conform to our
      quality control standards. In such an event, unless we are able to obtain
      replacement products in a timely manner, we may lose sales. We cannot assure
      you
      that third party manufacturers (1) will not supply similar products to our
      competitors, (2) will not stop supplying products to us completely or, 3) will
      supply products that satisfy our quality control standards. In addition, certain
      of our third party manufacturers will store our raw materials. In the event
      our
      inventory is damaged or destroyed, and we are unable to obtain replacement
      raw
      materials, our ability to generate earnings may be negatively impacted. In
      addition, if we decide to change a key design element, after the manufacturing
      process has begun, we may negatively impact the manufacturer's ability to
      deliver the products on a timely basis, which could impact our ability to
      generate earnings.




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**Our
      success depends on our ability to attract and retain key employees in order
      to
      support our existing business and future expansion**  .
      We are
      actively recruiting qualified candidates to fill key executive positions within
      the Company. There is substantial competition for experienced personnel, which
      we expect to continue. We will compete for experienced personnel with companies
      who have substantially greater financial resources than we do. If we fail to
      attract, motivate and retain qualified personnel, it could harm our business
      and
      limit our ability to be successful. In addition, we depend upon the expertise
      and execution of our key employees, particularly Jared Gold, the founder,
      Chairman of the Board, and Chief Executive Officer of Dark Dynamite, Inc. We
      do
      not maintain insurance policies on any of our employees. If we lose the services
      of Mr. Gold, or any key officers or employees, it could harm our business and
      results of operations.





**We
      face significant competition in the retail and apparel industry, which could
      harm our sales and profitability.**  The
      retail and apparel industries are highly competitive and are characterized
      by
      low barriers to entry. We expect competition in our markets to increase. The
      primary competitive factors in our markets are: brand name recognition, sourcing
      strategies, product styling, quality, presentation and pricing, timeliness
      of
      product development and delivery, customer service, and convenience. We compete
      with specialty store retailers, business to consumer websites, off-price
      retailers and direct marketers for, among other things, raw materials, market
      share, finished goods, sourcing and personnel. Because many of these competitors
      are larger and have substantially greater financial, distribution and marketing
      resources than we do, we may lack the resources to adequately compete with
      them.
      If we fail to compete in any way, it could harm our business, financial
      condition, and future results of operations.





**Purchases
      of the merchandise we sell are generally discretionary and are therefore
      particularly susceptible to economic slowdowns.**  If
      current economic conditions do not improve, our business, financial condition,
      and results of operations could be adversely affected. Consumers are generally
      more willing to make discretionary purchases, including purchases of fashion
      products and high-end home products, during periods in which favorable economic
      conditions prevail.





**If
      we are not able to successfully protect our intellectual property, our ability
      to capitalize on the value of our brand name may be
      impaired.**  Even
      though we intend to take actions to establish, register and protect our
      trademarks and other proprietary rights, we cannot assure you that we will
      be
      successful, or that others will not imitate our products or infringe upon our
      intellectual property rights. In addition, we cannot assure you that others
      will
      not resist or seek to block the sale of our products as infringements of their
      trademark and proprietary rights. We are seeking to register our trademarks
      in
      targeted markets. In some of these markets, obstacles exist that may prevent
      us
      from obtaining a trademark for the Black Chandelier or Dark Dynamite names
      or
      related names. Furthermore, in some jurisdictions, despite successful
      registration of our trademarks, third parties may allege infringement and bring
      actions against us.




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**If
      an independent manufacturer violates labor or other laws, is accused of
      violating any such laws, or if their labor practices diverge from those
      generally accepted as ethical, it could harm our business and brand
      image.**  While
      all
      our manufacturers are contractually required to comply with ethical labor
      practices, we cannot control the actions or public perception of such
      manufacturers, nor can we assure that these manufacturers will conduct their
      businesses using ethical or legal labor practices. Apparel companies can be
      held
      jointly liable for the wrongdoings of those that manufacturer their products.
      While we do not control independent manufacturer’s employment conditions, or
      their business practices, manufacturers act in their own self-interest, and
      may
      act in a manner that results in a negative public perception of the Company,
      and/or employee allegations or court determinations that we are jointly liable
      for such improper practices.





**The
      issuance of additional shares under S-8 may significantly dilute, and
      consequently, impair the value of the Company’s stock.**  The
      Company at this time is relying heavily on the issuance of S-8 shares of its
      common stock to pay advisors and employees. Accordingly, the most significant
      risk relating to our business is the dilution of the Company’s common
      stock.





**The
      Company’s auditor's report on our financial statements includes an explanatory
      paragraph with respect to substantial doubt existing about our ability to
      continue as a going concern.**  As
      of
      December 31, 2004, the Company had incurred a loss from operations and had
      an
      accumulated deficit. As a result, our financial statements include a note
      stating that these conditions raise substantial doubt about The Company’s
      ability to continue as a going concern. However, the financial statements do
      not
      include any adjustments that might result from this uncertainty.





**Additional
      capital is necessary to implement the Company's Business
      Plan.**  The
      Company does not believes that it has sufficient cash, cash equivalents and
      operating income to maintain its business at its existing level in 2005. Dark
      Dynamite will require significant new capital in order to execute its business
      plan, and believes that this capital will only be available through an offering
      of shares of its common stock. Dark Dynamite’s success in raising this capital
      will depend upon its ability to access equity capital markets. We may not be
      able to do so, or do so on acceptable terms. If the Company fails to obtain
      funds on acceptable terms, it will not be able to execute its business plan
      and
      would have to delay or abandon some or all of its plans for growth. If it is
      able to obtain funds, because of the price at which it would have to issue
      those
      shares and the large number of shares it would have to issue at those prices,
      the Company believes that the terms of such an arrangement will result in an
      offering that is highly dilutive to the existing holders of shares of our common
      stock.




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**Reports
      to Security Holders**





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





The
      public may read and copy any materials that are filed by the Company with the
      SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington,
      D.C. 20549. The Public may obtain information on the operation of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The statements and forms
      filed by the Company with the SEC have been filed electronically and are
      available for viewing or copy on the SEC maintained Internet site that contains
      reports, proxy and information statements, as well as other information
      regarding issuers that file electronically with the SEC. The Internet address
      for this site can be found at  http://www.sec.gov.




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





The
      Company is currently leasing, from Wasatch Capital Corporation, and for a term
      of 5 years, 4,074 square feet of space in the Bennett Paint and Glass building,
      located at 63 West 100 South, Second Floor, Salt Lake City, Utah 84101. This
      building, in the heart of historic downtown Salt Lake City, exhibits a Victorian
      ornamentation, which aligns beautifully with the Company’s design aesthetic. The
      choice of the Bennett building was based on its various features and amenities,
      including rooms large enough for the rapidly expanding design and service
      departments of the Company. The space also has ample square footage to expand
      its warehousing capabilities, and seemingly endless natural light provided
      by
      grand floor to ceiling windows.





The
      lease
      agreement outlines that the Company’s plans for renovation of the new space will
      directly offset the cost of the lease. The lease is for the entire second floor
      of the building, with an initial lease cost of $12.00 a square foot for the
      first year, with increases of 3% every year. The building has, approximately,
      an
      additional 10,000 square feet that can be further developed and furnished for
      use as the Company grows.





The
      Company has hired a licensed contractor to complete the build-out. The
      contractor has agreed to accept shares of S-8 stock for his labor cost. The
      materials cost will be covered in part by the landlord, Wasatch Capital
      Corporation, a company controlled by Richard Surber, the holder of 100% of
      the
      Company’s issued and outstanding shares of preferred stock. The Company is
      currently in default under the terms of its lease.





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





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





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**Insurance**





Dark
      Dynamite is of the opinion that each of these properties is adequately
      insured.




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





On
      October 15, 2002, the Securities and Exchange Commission filed a civil action
      in
      the United States District Court for the Southern District of Florida against
      the Company, Allen E. Weintraub and Florida Stock Transfer, Inc. The action
      is
      styled  Securities
      and Exchange Commission v. Florida Stock Transfer, Inc., Vector Holdings
      Corporation and Allen E. Weintraub, Case No.
      02-023048-CIV-Ungaro-Benages/Brown  ,
      and as
      to the Company and Mr. Weintraub, alleges, inter alia, violations of the federal
      securities laws by, among other things, failing to make adequate disclosure
      regarding Mr. Weintraub' s background.





On
      November 1, 2002, the Company, Mr. Weintraub and Florida Stock Transfer, Inc.
      entered into a Permanent Injunction, without admitting or denying any of the
      allegations, except to admitting to the jurisdiction of the Court over them
      and
      the subject matter of the claims. By virtue of the Permanent Injunction, Company
      and Mr. Weintraub were restrained and enjoined from violation of Section 17(a)1)
      of the Securities Act of 1933, Section 17(a)(2) and (3) of the Securities Act
      of
      1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5,
      Section 13a of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11,
      13a-13 and 12b-20 thereunder, and Section 13(a) of the Securities Exchange
      Act
      of 1934 and Rule 13b2-2. On October 30, 2002, Florida Stock Transfer, Inc.
      resigned as the Company's transfer agent.





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 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.  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., a Nevada
      corporation.”





This
      Complaint alleges that the Company failed to accurately and fully disclose
      the
      nature of the Company’s relationship to The Sukumo Group, Inc., including the
      failure of Sukumo to complete the purchase of the shares that it sold to
      investors, and alleges that Sukumo acted as a selling agent for the Company.
      The
      Complaint also faults The Sukumo Group Inc.’s actions regarding the sale of
      common stock to off shore purchasers and failure to disclose Sukumo’s interest
      in each sale, as Sukomo was reporting that it was taking a 1-2% commission
      on
      each sale rather than keeping 70% or more of the proceeds of each transaction.
      The Company filed a motion to dismiss the complaint based upon lack of
      jurisdiction and failure of the complaint to adequately set forth the actions
      of
      the Company. This motion to dismiss was denied by the trial court. The Company
      is currently in discussions with the SEC to resolve and settle the matter so
      as
      to avoid further litigations expenses and attorney fees. A final agreement
      on
      this matter is pending approval by the SEC.




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David
      A. Sawyer and American Aeromotive Corporation v. Karl J. Schumer, Allen E.
      Weintraub, Vector Aeromotive Corporation, a Florida corporation and Dark
      Dynamite, Inc., a Nevada corporation.  On
      April
      20, 2004, the Company was served with a First Amended Complaint in this action
      that has been filed in the Circuit Court of the 11  th  Judicial
      Circuit in and for Miami-Dade County, Florida,  Case
      No. 03-27316 CA (25)  .
      This
      suit seeks recovery of damages resulting from the sale or transfer of various
      car related interests and rights in or about May of 2001. Plaintiff alleges
      failure of consideration and misrepresentations by Mr. Schumer and Mr.
      Weintraub. The amount of damages sought by the Plaintiff is not specified in
      its
      Amended Complaint. The Company is unable to understand and accordingly explain
      the basis upon which it has been added to this suit as a Defendant. Management
      does not believe that it has any liability with regard to the claims alleged
      herein and intends to seek indemnification from the other named party Defendants
      for all costs associated with defending the Company in this matter. The
      Defendant has propounded discovery in the matter and counsel for the Company
      has
      prepared a responsive pleading for filing with the court, namely a motion to
      dismiss Plaintiff’s claim against the Company n/k/a Dark Dynamite, Inc. A
      hearing on the motion was set for December 7, 2004, however, the judge recused
      himself in the matter the day of the hearing. A new hearing date is
      pending.





Thomas
      J. Craft, Jr., P.A., and CR Capital Services, Inc. a Florida corporation v.
      Vector Holding Corp., a Nevada corporation, and Bestfoodline.com, Inc, a Florida
      Corporation, jointly and severally.  On
      August
      4, 2004 a Settlement Agreement was entered into between the parties in the
      above
      styled case. On August 12, 2004, an Order Confirming Settlement Agreement was
      filed by the Court. The case was settled for Forty-Thousand dollars ($40,000),
      payable in cash or S-8 shares of the Company. The case was originally filed
      as
      an $85,000 claim for legal services rendered by Thomas J. Craft, namely, Company
      filings with the SEC. As Mr. Craft performed these services as an advisor or
      employee to the Company, the settlement amount will be paid in S-8 shares of
      the
      Company’s common stock. A cash payment and S-8 stock issuances have been made in
      pursuit of satisfying this obligation.





Allen
      E. Weintraub v. Dark Dynamite, Inc., f/k/a Vector Holdings Corporation, a Nevada
      corporation, and Standard Registrar & Transfer Company, Inc., a Utah
      corporation.  This
      was
      a suit enjoining the Company from any further issuances of its common stock.
      The
      suit was filed by Plaintiff Weintraub in the Circuit Court of the Eleventh
      Judicial Circuit in and for Miami-Dade County, Florida, and bears
      the  Case
      No: 04-20534 CA 02  .
      Allen
      E. Weintraub sold control of the Company to Diversified Holdings, Inc., and
      thereafter, falsely claimed he had a secured interest in the unissued stock
      of
      the Company, arising out of contractual obligations pursuant to the Stock
      Exchange Agreement. The Company filed a motion to dismiss for failure to state
      a
      cause of action, and subsequently, Plaintiff Weintraub voluntarily dismissed
      his
      claim on November 17, 2004, the day a hearing on the motion was to be held
      by
      the Court.





Allen
      E. Weintraub v. Dark Dynamite, Inc. f/k/a Vector Holdings Corporation, a Nevada
      Corporation, Jared D. Gold, Richard D. Surber and Greentree Financial Group,
      Inc., a Florida Corporation d/b/a Bongiovanni & Associates  .
      This
      case was filed in the United States District Court, Southern District of
      Florida, and bears the  Case
      No: 05-20384  .
      This
      Complaint appears to be based upon the same operative facts as the previous
      suit,  Case
      Number: 04-20534 CA 02  .
      Defendants have filed a Motion to Dismiss this suit. A hearing date on the
      Motion is pending completion of briefs on the Motion to Dismiss.




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Dark
      Dynamite, Inc., a Nevada corporation, and Diversified Holdings, Inc.(“DHI”), a
      Utah corporation v. Allen E. Weintraub, an individual, and Miami Venture
      Capital, Inc., a Florida corporation.  This
      case
      was filed in the Third District Court of Salt Lake County, Utah, and bears
      the  Case
      Number: 050905249  .
      The
      Company filed suit against Weintraub for breach of contract with respect to
      matters incidental to the sale of the Company to DHX. This suit seeks damages
      for Weintraub’s failure to disclose numerous liabilities of the Company to DHX,
      as well as for his tortious interference in the Company’s business operations.
      In an effort to put a stop to Weintraub’s interference, the Company is also
      seeking an injunction herein against Weintraub, and all related entities and
      agents.




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





Increase
      in the Number of Authorized Shares of the Common Stock





In
      the
      4  th  Quarter
      of 2004 the Board of Directors and a Majority of the voting rights held by
      shareholders approved an increase in the number of authorized shares of the
      common stock of the Company. On November 11, 2004, the Company filed an
      Amendment to the articles of incorporation increasing the number of authorized
      shares of its Common Stock from 2,500,000 to 5,000,000,000 and restating the
      par
      value to $0.0001 per share. The number of preferred shares authorized will
      remain at 5,000,000.





Upon
      the
      filing of the Amended Articles of Incorporation, the Company was authorized
      to
      issue 5,000,000,000 shares of common stock, $0.0001 par value per share. The
      number of authorized preferred shares will remain the same at 5,000,000 shares,
      with a $0.01 par value per share.





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





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





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




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




19
 *Table
          of Contents*




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





**PART
      II**






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





The
      Company's common stock is quoted on the Electronic Bulletin Board under the
      symbol, “DDYI.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, 2003
      and
      2004 are as follows:





**YEAR**
            **QUARTER
                ENDING**
            **LOW**
            **HIGH**2003
            March
                31, 2003
            $0.002
            $0.020June
                30, 2003
            $0.006
            $1.250September
                30, 2003
            $0.250
            $0.560December
                31, 2003
            $0.250
            $0.6002004
            March
                31, 2004
            $0.012
            $0.25June
                30, 2004
            $0.0039
            $
                0.24September
                30, 2004
            $
                0.0015
            $
                0.0065Dec. 31, 2004(post -split)
            $ 0.023
            $
                0.0032005
            March 28, 2005(post-split)
            $ 0.02
            $ 0.028




20
 *Table
          of Contents*




On
      November 17, 2004 there was a 1 for 2,000 reverse split effected. On March
      28,
      2005, there was a 1 for 1,000 reverse split effected.





Number
      of
      shares of common stock outstanding as of December 31, 2004: 52,339,354 (post
      reverse).





Number
      of
      shares of preferred stock outstanding as of December 31, 2004:
      5,000,000.





The
      Company issued a total of 52,338 shares of its common stock in fiscal year
      2004.
      These shares have been issued as compensation to employees and contractors
      of
      the Registrant. The number of pre reverse shares is 1,928,689,787 The number
      of
      post reverse shares is 52,338. This number is management’s calculation based
      upon the number of shares authorized by the resolutions for
      issuance.





Record
      Holders





The
      holders of the Common Stock are entitled to one vote for each share held of
      record on all matters submitted to a vote of stockholders. Holders of the Common
      Stock have no preemptive rights and no right to convert their Common Stock
      into
      any other securities. There are no redemption or sinking fund provisions
      applicable to the Common Stock. The Company is authorized to issue 5,000,000
      shares of common stock, and 5,000,000 shares of preferred stock. There are
      currently 119 record holders of the Company’s common stock.





Dividends





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





Subsequent
      Events





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





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.





21
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          of Contents*




Risks
      of "Penny Stock”





Dark
      Dynamite, Inc.'s common stock (OTC BB: DDYI) 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."





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





Recent
      Sales of Unregistered Securities





The
      Company issued no unregistered securities within the period covered by this
      report which have not been previously reported on Form 10-QSB, except as set
      forth below.





Subsequent
      Events




On
      January 27, 2005, in three resolutions, the Board of Directors authorized the
      issuance of 809,500,000 shares of the Company’s common stock registered under
      its S-8 Registration Statement. All of the issuances were carried out pursuant
      to the S-8 Registration Statement and the 2005 Benefit Plan of Dark Dynamite,
      Inc.




22
 *Table
          of Contents*





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





General





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





RESULTS
      OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004.





Revenues





Gross
      revenues for December 31, 2004, and 2003 were $ 19,523, and $ 0 respectively.
      There were no operations during the year 2003 and the opening of the retail
      store in Salt Lake City, Utah in November of 2004 marked the beginning of any
      significant revenues from sales for the Company.





Income
      / Loss





Net
      loss
      for the year ended December 31, 2004 was $ 4,496,295 as compared to a net loss
      of $526,494 in the comparable period in 2003. The change in net loss was
      primarily attributable to loss from Impairment of Goodwill of $3,490,000 and
      increased operations requiring an increase in employees and overhead
      expenses.





As
      expected, the Company incurred losses in fiscal year 2004 and believes that
      it
      will continue to incur losses until product sales are established. There can
      be
      no assurance that the Company will achieve or maintain profitability, or that
      any revenue growth will take place in the future.





Expenses





Selling,
      general and administrative expenses for the year ended December 31, 2003 were
      $526,494 versus $974,956 in the comparable period in 2004. The following
      increases in expenses were noted during the year ended December 31, 2004:
      Accounting and legal expenses were $134,160 during the year to maintain active
      trading status of the Over the Counter Bulletin Board (OTC BB). Consulting
      fees
      in the sum of $540,290 were incurred during the year 2004, due to additional
      contracts entered into to administer our operations and market our products
      and
      services. Wages and salary expenses of $86,143 resulted from the expanded
      operations of the Company during 2004 and the beginning of retail operations
      and
      its related sales and management staff.





Cost
      of Sales





One
      of
      the largest factors in the variations in the cost of sales as a percentage
      of
      net sales is the cost of products. During the period ended December 31, 2003
      there were no costs of sales due to the lack of operations by the Company.
      Cost
      of sales at December 31, 2004 were $9,373.





23
 *Table
          of Contents*




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





For
      the
      Years Ended December 31, 2003 and 2004.





Cash
      flows used in operations were $59,018 for the year ended December 31, 2004
      versus $116,849 in the comparable period in 2003. Negative cash flows from
      operating activities were primarily attributable to the net loss from operations
      offset by common stock issued for services and decreases in receivables,
      inventory and loans from related parties.





We
      have
      funded our cash needs for the year ended December 31, 2004 with a series of
      related party, debt and equity transactions.





We
      project that we will need additional capital to fund operations over the next
      12
      months. A lack of significant revenues throughout fiscal 2004 have significantly
      affected the cash position of the Company and fiscal 2005 is expected to
      continue with a lack of significant revenue and the Company will remain in
      a
      position where the raising of additional funds through equity, debt financing,
      merger or acquisition will be necessary.





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





Stock
      and Options to Employees




The
      Company issued 52,270 stock options in the year of 2004. The pre-reverse split
      numbers are 879,423,567. The post-reverse split number is 52,270. All of the
      issuances were carried out pursuant to the S-8 Registration Statement and the
      2004 Benefit Plan of Dark Dynamite, Inc.




Trends,
      Events, and Uncertainties





The
      success of our business depends in large part on our ability to identify fashion
      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 trends and fashions that appeal to our consumer base. Failure on
      our
      part to anticipate, identify and respond effectively to changing consumer
      demands and fashion trends will adversely affect our sales.





We
      intend
      to offset this risk by closely following and predicting fashion trends, working
      with our customers, and employing efficient inventory management
      processes.





24
 *Table
          of Contents*





ITEM
      7.FINANCIAL
      STATEM **ENTS**





The
      Company’s financial statements for the fiscal year ended December 31, 2003 are
      attached hereto as pages 28 through 33.













[THIS
      SPACE INTENTIONALLY LEFT BLANK]














25
 *Table
          of Contents*




DARK
                DYNAMITE, INC.FINANCIAL
                STATEMENTSConsolidated
                Financial StatementsDecember
                31, 2004 and 2003ContentsReport
                of Independent Registered Public Accounting Firm
            27Consolidated
                Balance Sheets
            28Consolidated
                Statements of Operations
            29Consolidated
                Statements of Stockholders’Equity
            30Consolidated
                Statement of Cash Flows
            32Notes
                to the Consolidated Financial Statements
            33-43






26
 *Table
          of Contents*




**Bongiovanni
      & Associates, P.A.**


**17111
      Kenton Drive, Suite 204-B**


**Cornelius,
      North Carolina 28031**




**Phone
      (704) 892-8733**







REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







To
      the
      Board of Directors and Stockholders:




DARK
      DYNAMITE, INC.





We
      have
      audited the accompanying balance sheet of Dark Dynamite, Inc., a Nevada
      corporation, as of December 31, 2004 and the related statements of operations,
      stockholders’ deficit, and cash flows for the years ended December 31, 2004 and
      2003. 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 audits.





We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those
        standards require that we plan and perform the audits to obtain reasonable
        assurance about whether the financial statements are free from material
        misstatement. An audit includes examining, on a test basis, evidence supporting
        the amounts and disclosures in the financial statements. An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall financial statement presentation.
        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. (FKA Vector
      Holdings Corporation) as of December 31, 2004, and the results of its operations
      and its cash flows for the years ended December 31, 2003 and 2004 in conformity
      with accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. 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 H. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





Dated
      this 16th day of May, 2005.








/s/
      Bongiovanni & Associates, CPA’s


Bongiovanni
      & Associates, CPA’s







27
 *Table
          of Contents*




**DARK
                DYNAMITE, INC. AND SUBSIDARY****(FKA
                NCI HOLDINGS, INC)****Consolidated
                Balance Sheets****As
                of December 31, 2004****(RESTATED)****December
                31,****2004**ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            71,899Inventory
            
            
            21,546Pre-paid
                expenses
            
            
            2,205TOTAL
                CURRENT ASSETS
            
            
            95,650FIXED
                ASSETSMachinery
                and equipment
            
            
            65,190Leasehold
                improvement
            
            
            88,900Accumulated
                depreciation
            
            
            (6,312
            )TOTAL
                FIXED ASSETS
            
            
            147,778INTANGABLE
                ASSETSTrademarks
            
            
            1,380TOTAL
                INTANGABLE ASSETS
            
            
            1,380TOTAL
                ASSETS
            
            $
            244,808LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            294,792TOTAL
                CURRENT LIABILITIES
            
            
            294,792Preferred
                stock, convertible ($0.01 par value, 5,000,000 shares
                authorized;
              5,000,000
                shares issued and outstanding at December 31, 2004)
            
            
            50,000STOCKHOLDERS'
                (DEFICIT)Common
                stock ($0.0001 par value, 5,000,000,000 shares authorized;
              52,339
                shares issued and outstanding at December 31, 2004)
            
            
            5Additional
                paid in capital
            
            
            9,684,084Retained
                (deficit)
            
            
            (9,744,323
            )Stock
                subscriptions receivable
            
            
            (39,750
            )TOTAL
                STOCKHOLDERS' (DEFICIT)
            
            
            (99,984
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            244,808


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




28
 *Table
          of Contents*





**DARK
                DYNAMITE, INC. AND SUBSIDARY****(FKA
                NCI HOLDINGS, INC)****Consolidated
                Statements of Operations and****Other
                Comprehensive Income (Loss)****(RESTATED)**For
                The Years Ended December 31,2004
            
            2003REVENUESales
            
            $
            16,488
            
            $
            -Consulting
            
            
            3,035
            
            
            -TOTAL
                REVENUE
            
            
            19,523
            
            
            -COST
                OF REVENUECost
                of Sales
            
            
            9,373
            
            
            -TOTAL
                COST OF REVENUE
            
            
            9,373
            
            
            -GROSS
                PROFIT
            
            
            10,150
            
            
            -EXPENSESSelling,
                general and administrative
            
            
            974,956
            
            
            -Selling,
                general and administrativeFrom
                discontinued operations
            
            
            -
            
            
            526,494TOTAL
                EXPENSES
            
            
            974,956
            
            
            526,494OPERATING
                INCOME (LOSS)
            
            $
            (964,806
            )
            $
            (526,494
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            
            (22
            )
            
            -Interest
                Income
            
            
            23
            
            
            -Gain
                / Loss on Securities
            
            
            2,983
            
            
            -Loss
                on company stock
            
            
            (44,373
            )
            
            -Income
                tax - state
            
            
            (100
            )
            
            -TOTAL
                OTHER INCOME
            
            
            (41,189
            )
            
            -NET
                LOSS
            
            $
            (1,006,295
            )
            $
            (526,494
            )Net
                loss per weighted average
              common
                shares outstanding
            
            $
            (13,599
            )
            $
            (13,855
            )Weighted
                average shares outstanding -basic
                and diluted
            
            
            74
            
            
            38Weighted
                average shares outstanding beginning of fiscal year to reverse acquisition
                date, adjusted for splits
            
            
            5
            
            
            N/A(Weighted
                average shares outstanding have been adjusted retroactively
                toreflect
                reverse stock splits on November 17, 2004 and March 28,
                2005)


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




29
 *Table
          of Contents*


**DARK
                    DYNAMITE, INC. AND SUBSIDARY****(FKA
                    NCI HOLDINGS, INC)****STATEMENT
                    OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR
                    THE YEAR ENDED DECEMBER 31, 2003****(RESTATED)**Additional
                
                StockCommon
                    Stock
                
                Paid-in
                
                Subscriptions
                
                RetainedShares
                
                Amount
                
                Capital
                
                Receivable
                
                DeficitBalances,
                    January 1, 2003
                
                
                0
                
                $
                0.00
                
                $
                7,893,377
                
                $
                -
                
                $
                (8,211,534
                )Fractional
                    shares due to split, other
                
                
                0
                
                
                0.00
                
                
                63,544
                
                
                -Common
                    stock issued to officer for services
                
                
                0
                
                
                0.00
                
                
                99,800
                
                
                -Common
                    stock issued to prior officer for services
                
                
                0
                
                
                0.00
                
                
                149,400
                
                
                -Common
                    stock sold to investors
                
                
                0
                
                
                0.00
                
                
                116,084
                
                
                -Common
                    stock issued in settlement of debt and interest
                
                
                0
                
                
                
                
                
                105,915
                
                
                -Net
                    loss for the year
                
                
                0
                
                
                -
                
                
                -
                
                
                -
                
                
                (526,494
                )Balances
                    December 31, 2003
                
                
                1
                
                $
                -
                
                $
                8,427,800
                
                $
                -
                
                $
                (8,738,028
                )
 The
          accompanying notes are an integral part of these financial
          statements.
 
 30
 *Table
            of Contents*


**DARK
                  DYNAMITE, INC. AND SUBSIDARY****(FKA
                  NCI HOLDINGS, INC)****STATEMENT
                  OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR
                  THE YEAR ENDED DECEMBER 31, 2004****(RESTATED)**Additional
              
              StockCommon
                  Stock
              
              Paid-in
              
              Subscriptions
              
              RetainedShares
              
              Amount
              
              Capital
              
              Receivable
              
              DeficitBalances,
                  January 1, 2004
              
              
              1
              
              $
              -
              
              $
              8,427,800
              
              $
              -
              
              $
              (8,738,028
              )Common
                  stock issuances for past services
              
              
              429
              
              
              -
              
              
              198,587
              
              
              -
              
              
              -Common
                  stock issuance for acquistion
              
              
              35
              
              
              0
              
              
              10,000
              
              
              -
              
              
              -Common
                  stock issuance to former officer
              
              
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                  of options to former officer for services
              
              
              -
              
              
              -
              
              
              9,808
              
              
              -
              
              
              -Issuance
                  of options to outside consultants
              
              
              51,660
              
              
              52
              
              
              185,584
              
              
              (39,750
              )
              
              -Issue
                  common stock for option exercise
              
              
              -
              
              
              0
              
              
              123,168
              
              
              -
              
              
              -Issue
                  common stock for subscription receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,363
              )Cancellation
                  of certificates/services not rendered
              
              
              (1
              )
              
              (0
              )
              
              (16,932
              )
              
              5,363
              
              
              -Issuance
                  of common shares to outside consultants
              
              
              14
              
              
              0
              
              
              289,517
              
              
              -
              
              
              -Fair
                  value of options issued for past services
              
              
              -
              
              
              -
              
              
              37,202
              
              
              -
              
              
              -Intrinsic
                  value of options issued to employees
              
              
              -
              
              
              -
              
              
              161,103
              
              
              -
              
              
              -Restricted
                  common stock issued to E. Roberts for past services
              
              
              200
              
              
              0
              
              
              4
              
              
              -
              
              
              -Proceeds
                  from option stock applied to A/P - T Hall
              
              
              -
              
              
              -
              
              
              3,026
              
              
              -
              
              
              -Proceeds
                  from option stock applied to A/P - M Golightly
              
              
              -
              
              
              -
              
              
              2,557
              
              
              -
              
              
              -Preferred
                  stock par value changed from $0.10 to $0.01
              
              
              -
              
              
              -
              
              
              112,937
              
              
              -
              
              
              -Value
                  of options issued by Black Scholes method
              
              
              -
              
              
              -
              
              
              131,837
              
              
              -
              
              
              -Option
                  shares sales proceeds applied to A/P, Mike Golightly
              
              
              -
              
              
              -
              
              
              4,664
              
              
              -
              
              
              -Granted
                  3 million options to Mike Golightly
              
              
              -
              
              
              -
              
              
              3,222
              
              
              -
              
              
              -Preferred
                  stock issued to R. Surber for services
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  consolidated loss for the year ended December 31, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,006,295
              )Balances,
                  December 31, 2004
              
              
              52,339
              
              
              52
              
              
              9,684,084
              
              
              (39,750
              )
              
              (9,744,323
              )


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




31
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**DARK
                  DYNAMITE, INC. AND SUBSIDARY****(FKA
                  NCI HOLDINGS, INC)****STATEMENTS
                  OF CASH FLOWS****For
                  The Years Ended December 31, 2004 and 2003**Year
                  Ended
              
              Year
                  EndedDec.
                  31, 2004
              
              Dec.
                  31, 2003CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (1,006,295
              )
              $
              (526,494
              )Adjustments
                  to reconcile net loss to net cash (used in) operating
                  activities:Depreciation
                  and amortization
              
              
              6,312
              
              
              -Common
                  stock issued for services
              
              
              777,099
              
              
              250,000Common
                  stock issued for stock option exercise to employees
              
              
              69,866
              
              
              -Preferred
                  stock issued for services
              
              
              37,451
              
              
              -Adjustments
                  for reverse stock split
              
              
              (29,187
              )
              
              -Gain
                  on sale of available for sale securities
              
              
              (2,983
              )
              
              -(Increase)
                  decrease in operating assets:Inventory
              
              
              (21,546
              )
              
              -Prepaid
                  expense
              
              
              (2,205
              )
              
              -Increase
                  (decrease) in operating liabilities:Accounts
                  payable and accrued expenses
              
              
              112,470
              
              
              159,698Overdrawn
                  bank balance
              
              
              -
              
              
              (53
              )NET
                  CASH (USED IN) OPERATING ACTIVITIES
              
              
              (59,018
              )
              
              (116,849
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchases
                  of fixed assets
              
              
              (154,090
              )
              
              -Purchases
                  of trademarks
              
              
              (1,380
              )
              
              -NET
                  CASH (USED IN) INVESTING ACTIVITIES
              
              
              (155,470
              )
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Cash
                  proceeds from sale of common stock via stock option
                  exercise
              
              
              286,387
              
              
              -Cash
                  proceeds from sale of common stock
              
              
              -
              
              
              116,849NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              286,387
              
              
              116,849NET
                  INCREASE IN CASH AND CASH EQUIVALENTS
              
              
              71,899
              
              
              -CASH
                  AND CASH EQUIVALENTS,BEGINNING
                  OF THE PERIOD
              
              $
              -
              
              $
              -END
                  OF THE PERIOD
              
              $
              71,899
              
              $
              -SUPPLEMENTARY
                  CASH FLOW INFORMATION OF NON-CASH FINANCING:Common
                  stock issued for services to predecessor officers
              
              $
              -
              
              $
              250,000Common
                  stock issued for settlement of debt and interest during the
                  year
              
              $
              -
              
              $
              106,450Common
                  stock subscribed
              
              $
              39,750
              
              $
              -Cash
                  paid for interest
              
              $
              -
              
              $
              -Cash
                  paid for income taxes
              
              $
              -
              
              $
              -


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




32
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NOTE
      A
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT POLICIES





Cash
      and Cash Equivalents  -
      For
      purposes of the Statement of Cash Flows, the Company considers highly liquid
      investments with an original maturity of three months or less to be cash
      equivalents.





Revenue
      Recognition  -
      Revenue
      from sales is recognized when the products are shipped and invoiced to the
      customer, provided collection of the resulting receivable is probable and the
      earnings process is complete. If any material contingencies are present, revenue
      recognition is delayed until all material contingencies are eliminated. Material
      contingencies are circumstances in which there are any potential uncertainties
      as to the completion of the revenue process being complete. Further, no revenue
      is recognized unless collection of the applicable consideration is probable.
      Probable collection is determined at the time collection occurs or is more
      than
      reasonably possible it will be collected. Retail store sales - revenue is
      recognized when sales are made. They are paid by cash or credit
      card.





Income
      Taxes  -
      Income
      taxes are provided for the tax effects of transactions reported in the financial
      statements and consist of deferred taxes related primarily to differences
      between the bases of certain assets and liabilities for financial and tax
      reporting. Deferred taxes represent the future tax return consequences of those
      differences, which will either be taxable or deductible when the assets and
      liabilities are recovered or settled. The income tax benefit consists of taxes
      currently refundable due to net operating loss carryback provisions for federal
      and state governments. 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 the entire 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. There are no other deferred income tax assets or liabilities
      required to be recorded or disclosed in accordance with Statement of Financial
      Accounting Standards No.109.





Use
      of
      Estimates  -
      The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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. Actual
      results could differ from those estimates.





Comprehensive
      Income (Loss)  -
      The
      Company adopted Financial Accounting Standards Board Statement of Financial
      Accounting Standards No. 130, “Reporting Comprehensive Income”, which
      establishes standards for the reporting and display of comprehensive income
      (loss) and its components in the financial statements. There were no material
      items of comprehensive income (loss) applicable to the Company during the period
      covered in the financial statements.





Earnings
      (Loss) per Share  -
      The
      Company adopted Statement of Financial Accounting Standard (SFAS) No.128. This
      statement requires 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 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. Accordingly, this
      presentation has been adopted for the period presented. There were no
      adjustments required to net loss for the period presented in the computation
      of
      diluted earnings per share for 2004 and 2003.




33
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Fair
      Value of Financial Instruments  -
      The
      carrying amounts of financial instruments including accounts payable and accrued
      expenses approximated fair value because of the immediate short-term maturity
      of
      these instruments.





Advertising  -
      The
      Company charges the costs of advertising to expense when incurred.





Basis
      of Presentation  -
      The
      financial statements included herein include the accounts of the Company are
      prepared under the accrual basis of accounting.





Stock-Based
      Compensation  -
      The
      Company  accounts
      for stock-based compensation using the fair value method of Financial Accounting
      Standard No. 123. Shares issued for services rendered by a third party are
      recorded at the fair value of the shares issued or services rendered, whichever
      is more readily determinable  .





Recent
      Accounting Pronouncements  -
      In June
      2001, the Financial Board issued Statement of Financial Accounting Standards
      ("SFAS") No. 143, "Accounting for Asset Retirement Obligations" which addresses
      the accounting and reporting for obligations associated with the retirement
      of
      tangible long-lived assets and the associated retirement costs. SFAS No. 143
      requires that the fair value of a liability for an asset retirement obligation
      be recognized in the period in which it is incurred if a reasonable estimate
      of
      fair value cannot be made. SFAS No. 143 is effective for financial statements
      issued for fiscal years beginning after June 15, 2002. The Company does not
      expect SFAS No. 143 to have a material effect on its financial condition or
      cash
      flows.





In
      April
      of 2002, Statement of Financial Accounting Standards ("SFAS") No. 145 was issued
      which rescinded SFAS Statements No. 4, 44 and 64, amended No. 13 and contained
      technical corrections. As a result of SFAS No. 145, gains and losses from
      extinguishments of debt will be classified as extraordinary items only if they
      meet the criteria in APB Opinion No. 30, that they are unusual and infrequent
      and not part of an entity's recurring operations. The Company does not expect
      SFAS No. 145 to have a material effect on its financial condition or cash flows.
      The Company will adopt SFAS 145 on January 1, 2004.





In
      July
      2002, the FASB issued SFAS 146, which addresses significant issues regarding
      the
      recognition, measurement, and reporting of costs that are associated with exit
      and disposal activities, including restructuring activities that are currently
      accounted for pursuant to the guidance that the Emerging Issues Task Force
      ("EITF") has set forth in EITF Issue No. 94-3, "Liability Recognition for
      Certain Employee Termination Benefits and Other Costs to Exit an Activity
      (Including Certain Costs Incurred in a Restructuring)". SFAS 146 revises the
      accounting for certain lease termination costs and employee termination
      benefits, which are generally recognized in connection with restructuring
      charges. The provisions of SFAS 146 are effective for exit or disposal
      activities that are initiated after December 31, 2002. The Company does not
      expect SFAS 146 to have an impact its financial statements once adopted on
      January 1, 2004.




34
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In
      November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
      Accounting and Disclosure Requirements for Guarantee, Including Indirect
      Guarantees or Indebtedness of Others", which addresses the disclosures to be
      made by a guarantor in its interim and annual financial statements about its
      obligations under guarantees. FIN 45 also requires the recognition of a
      liability by a guarantor at the inception of certain guarantees that are entered
      into or modified after December 31, 2002.





In  ****  December
      2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation
      -
      Transition and Disclosure - an amendment to SFAS No. 123" ("SFAS No. 148"),
      which provides alternative methods of transition for companies voluntarily
      planning on implementing the fair value recognition provisions of SFAS No.
      123.
      SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require
      more promineI1t disclosure of the method of accounting for stock-based
      compensation, and requiring disclosure of pro forma net income and earnings
      per
      share as if the fair value recognition provisions of SFAS No. 123 had been
      applied from the original effective date of SFAS No. 123. The Company adopted
      the disclosure provisions of SFAS No. 148 for the quarters ending after December
      15, 2002.





In
      January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
      Entities". FIN No. 46 requires the consolidation of entities that cannot finance
      their activities without the support of other parties and that lack certain
      characteristics of a controlling interest, such as the ability to make decisions
      about the entity's activities via voting rights or similar rights. The entity
      that consolidates the variable interest entity is the primary beneficiary of
      the
      entity's activities. FIN No. 46 applies immediately to variable interest
      entities created after January 31, 2003, and must be applied in the first period
      beginning after June 15,2003 for entities in which an enterprise holds a
      variable interest entity that it acquired before February 1, 2003. The Company
      plans to adopt this Interpretation in the first quarter of fiscal
      2004.





In
      January 2003, the EITF released Issue No. 00-21, ("EITF 00-21"), "Revenue
      Arrangements with Multiple Deliveries", which addressed certain aspects of
      the
      accounting by a vendor for arrangement under which it will perform multiple
      revenue-generating activities. Specifically, EITF 00-21 addresses whether an
      arrangement contains more than one unit of accounting and the measurement and
      allocation to the separate units of accounting in the arrangement. EITF 00-21
      is
      effective for revenue arrangements entered into in fiscal periods beginning
      after June 15, 2003. The adoption of this standard will not have an impact
      on
      the Company's financial statements.




35
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In  ****  May
      2003,
      the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities." SFAS No. 149 amends and clarifies
      accounting for derivative instruments, including certain derivative instruments
      embedded in other contracts, and for hedging activities under SFAS No. 133.
      SFAS
      No. 149 is effective for contracts entered into or modified after June 30,
      2003
      and for hedging relationships designated after June 30, 2003. The Company does
      not believe that there will be any impact on its financial
      statements.





In
      May
      2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity." SFAS No.
      150
      establishes standards for how companies classify and measure certain financial
      instruments with characteristics of both liabilities and equity. It requires
      companies to classify a financial instrument that is within its scope as a
      liability (or an asset in some circumstances). SFAS No. 150 is effective for
      financial instruments entered into or modified after May 31, 2003. The standard
      will not impact the Company's financial statements.





In
      December 2003 the FASB issued SFAS No. 132 (revised 2003) “Employers’
Disclosures about Pensions and Other Postretirement Benefits—an amendment of
      FASB Statements No. 87, 88, and 106” which is effective for financial statements
      with fiscal years ending after December 15, 2003. The interim-period disclosures
      required by this Statement are effective for interim periods beginning after
      December 15, 2003. This Statement does not change the requirements in
      measurement or recognition of those plans. Instead it retains the disclosure
      requirements and additionally requires disclosures to those in the original
      Statement 132 about the assets, obligations, cash flows, and net periodic
      benefit cost of defined benefit pension plans and other defined benefit
      postretirement plans. The required information should be provided separately
      for
      pension plans and for other postretirement benefit plans. The adoption of SFAS
      No. 132 (revised 2003) did not have a material effect on the financial
      statements of the company.





In
      November 2004 the FASB issued SFAS No. 151 “Inventory Costs—an amendment of ARB
      No. 43, Chapter 4” which is effective November 2004. This Statement amends the
      guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). It requires current-period recognition
      regardless of whether or not those items meet the criterion of “so abnormal”.
      Additionally, this Statement requires that allocation of fixed production
      overheads to the costs of conversion be based on the normal capacity of the
      production facilities. The adoption of SFAS No. 151 did not have a material
      effect on the financial statements of the company.





In
      December 2004 the FASB issued SFAS No. 153 “Exchanges of Nonmonetary Assets - an
      amendment of APB Opinion No. 29” which provides standards for the measurement of
      nonmonetary exchanges. It amends Opinion 29 to eliminate the exception for
      nonmonetary exchanges of similar productive assets and replaces it with a
      general exception for exchanges of nonmonetary assets that do not have
      commercial substance. A nonmonetary exchange has commercial substance if the
      future cash flows of the entity are expected to change significantly as a result
      of the exchange. The adoption of SFAS No. 153 did not have a material effect
      on
      the financial statements of the company.





In
      December 2004 the FASB issued SFAS No. 123 (revised 2004) “Share-Based Payment”
which is effective for public entities that do not file as small business
      issuers—as of the beginning of the first interim or annual reporting period that
      begins after June 15, 2005. This Statement establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the issuance of
      those equity instruments. This Statement focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. This Statement does not change the accounting guidance for
      share-based payment transactions with parties other than employees provided
      in
      Statement 123 as originally issued and EITF Issue No. 96-18, “Accounting for
      Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
      in
      Conjunction with Selling, Goods or Services.” This Statement does not address
      the accounting for employee share ownership plans, which are subject to AICPA
      Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership
      Plans. The implementation of this SFAS will have a material effect on the
      Company’s financial statements.




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During
      the year ended December 31, 2003, the Company adopted the following Emerging
      Issues Task Force Consensuses: EITF Issue No. 00-21  "  Revenue
      Arrangements with Multiple Deliverables  "  ,
      EITF
      Issue No. 01  B  8  A  Determining
      Whether an Arrangement Contains a Lease  "  ,
      EITF
      Issue No. 02-3  "  Issues
      Related to Accounting for Contracts Involved in Energy Trading and Risk
      Management Activities  "  ,
      EITF
      Issue No. 02-9  "  Accounting
      by a Reseller for Certain Consideration Received from a Vendor  "  ,
      EITF
      Issue No. 02-17,  "  Recognition
      of Customer Relationship Intangible Assets Acquired in a Business
      Combination  "  ,
      EITF
      Issue No. 02-18  "  Accounting
      for Subsequent Investments in an Investee after Suspension of Equity Method
      Loss
      Recognition  "  ,
      EITF
      Issue No. 03-1,  "  The
      Meaning of Other Than Temporary and its Application to Certain
      Instruments  "  ,
      EITF
      Issue No. 03-5,  "  Applicability
      of AICPA Statement of Position 9702,  >  Software
      Revenue Recognition  '  to
      Non-Software Deliverables in an Arrangement Containing More Than Incidental
      Software  "  ,
      EITF
      Issue No. 03-7,  "  Accounting
      for the Settlement of the Equity Settled Portion of a Convertible Debt
      Instrument That Permits or Requires the Conversion Spread to be Settled in
      Stock  "  ,
      EITF
      Issue No. 03-10,  "  Application
      of EITF Issue No. 02-16 by Resellers to Sales Incentives Offered to Consumers
      by
      Manufacturers.





FASB
      Interpretation No. 45  ****  --  "  Guarantor  '  s
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others  B  an
      Interpretation of FASB Statements No. 5, 57 and 107  "  .
      The
      initial recognition and initial measurement provisions of this Interpretation
      are to be applied prospectively to guarantees issued or modified after December
      31, 2002. The disclosure requirements in the Interpretation were effective
      for
      financial statements of interim or annual periods ending after December 15,
      2002. The adoption of FASB Interpretation No. 45 did not have a material effect
      on the financial statements of the Company.





FASB
      Interpretation No. 46 (revised) “Consolidation of Variable Interest Entities -
      an interpretation of ARB No. 51” - In December 2003 FASB issued this revision in
      which this Interpretation explains how to identify variable interest entities
      and how an enterprise assesses its interests in a variable interest entity
      to
      decide whether to consolidate that entity. FASB believes that the accounting
      for
      variable interest entities has become “fragmented and incomplete”. Its purpose
      is not to restrict the use of variable interest entities. Instead it seeks
      to
      improve financial reporting by those enterprises that are involved with variable
      interest entities. The adoption of FIN 46R did not have a material impact on
      the
      Company’s financial statements.





FASB
      Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations -
      an interpretation of FASB Statement No. 143” - In March 2005 FASB issued this
      interpretation to clarify timing issues with liability recognition for legal
      obligations associated with the retirement of a tangible long-lived asset when
      the timing and (or) method of settlement of the obligation are conditional
      on a
      future event. It also clarifies when an entity would have sufficient information
      to reasonably estimate the fair value of an asset retirement
      obligation.





37
 *Table
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NOTE
      B
      - COMMITMENTS





The
      Dark
      Dynamite, Inc. subsidiary, Black Chandelier, Inc., entered into a lease
      agreement on July 1, 2004 for the second floor of a building in downtown Salt
      Lake City, Utah for use of the space as a working art studio. The term is for
      five years to July 31, 2009 at a base monthly rent of $4,704. The base rent
      shall increase 3% each year commencing the second year. Lessee shall be
      responsible for improvements, maintenance, repair and any end of lease
      restoration of damage. Lessor shall be responsible for property insurance and
      payment of property taxes. This space also serves as the corporate offices
      of
      Dark Dynamite and Black Chandelier. The Company is in default under the terms
      of
      its lease.





The
      Black
      Chandelier, Inc. subsidiary entered into a lease agreement on November 30,
      2004
      for retail store space at Trolley Square, Salt Lake City, Utah to sell clothing.
      The term was until December 31, 2004 for a total rent of $1,200.





The
      Black
      Chandelier, Inc. subsidiary entered into a lease agreement on January 6, 2005
      for retail store space at Trolley Square, Salt Lake City, Utah to sell clothing.
      The term is until December 31, 2005 at a base monthly rent of $1,200 through
      October 2005 and $1,500 for November and December 2005. Additional percentage
      rent is payable monthly at 5% of gross sales in excess of $20,000. Through
      April
      2005, the Company has not paid any percentage rent. Lessee is responsible for
      insurance with a policy covering general liability and worker’s compensation
      insurance.





Rent
      expense for 2004 and 2003 was $31,887 and $ -0-, respectively.





NOTE
      C
      - INCOME TAXES





The
      Company has approximately $1,155,516 of federal and state net operating losses
      available that expire in various years through the year 2019.





Due
      to
      operating losses, there was no provision for current federal or state income
      taxes for the years ended December 31, 2004 and 2003.





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, 2004 consists of net operating loss
      carryforward calculated using federal and state effective tax rates equating
      to
      approximately $231,000 less a valuation allowance in the amount of $231,000.
      Because of the Company’s lack of earnings history, the deferred tax asset has
      been fully offset by a valuation allowance. The valuation allowance increased
      (decreased) by approximately $93,000 and $30,000 respectively, for the years
      ended December 31, 2004 and 2003.





38
 *Table
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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, 2004 is as
      follows:





Net
      operating loss carryforwards  $
      231,000


Valuation
      allowance   (231,000)




Net
      deferred tax asset    $     
      --


========





NOTE
      D
      - STOCKHOLDERS’ EQUITY/(DEFICIT)





During
      the years ended December 31, 2004 and 2003, the Company enacted 2,000 for 1
      and
      200 for 1 reverse stock splits on its common stock. A 1,000 for 1 reverse stock
      split was enacted March 28, 2005 which reduced its authorized shares by a
      corresponding amount to 5,000,000. All common stock amounts in the accompanying
      financial statements have been restated retroactively to reflect these
      capitalization changes. After the 2,000 for 1 reverse stock split on November
      17, 2004, the Company amended its Articles of Incorporation to increase its
      authorized common shares from 600,000,000 to 5,000,000,000.




During
      2004, the Company amended its Articles of Incorporation to change the preferred
      stock par value from $0.10 to $0.01.




During
      2004, the Company issued 3,745,143 preferred shares to the Company’s financial
      advisor, a related party, for past services provided. The stock was valued
      at a
      stated price approved by the board of directors, the total value was $37,451,
      it
      was expensed and the amount is included in the accompanying financial
      statements.




During
      2004, the Company issued 70,000,000 (pre-reverse split) common shares to the
      Company president and founder of Black Chandelier for acquisition of assets
      and
      good will. The stock issued was valued at the market price at the time of
      issuance giving an aggregate value of $3,500,000. The goodwill portion and
      value
      in excess of par value of $3,490,000 was expensed at the end of the first
      quarter and classified as an impaired asset, and this amount is included in
      the
      accompanying financial assets.




During
      the year ended December 31, 2003, the Company issued 200,000 shares of its
      common stock for services performed in 2003 to its predecessor officer. The
      stock issued was valued at the market price at the time of issuance, giving
      an
      aggregate value of $100,000. This amount was expensed during 2003 and is
      included in the accompanying financial statements.




39
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During
      the year ended December 31, 2003, the Company issued 600,000 shares of its
      common stock for services performed in 2003 to another one of its predecessor
      officers. The stock issued was valued at the market price at the time of
      issuance, giving an aggregate value of $150,000. This amount was expensed during
      2003 and is included in the accompanying financial statements.




During
      the year ended December 31, 2003, the Company issued 535,000 shares of its
      common stock to its predecessor officer in settlement of debt and related
      interest thereto.




During
      the year ended December 31, 2003, 764,700 common shares were issued to unrelated
      investors for $116,849 cash received.




NOTE
      E
      - RELATED PARTY TRANSACTIONS





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 the Company 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 the Company as debtor. Lastly,
      on
      May 23, 2003, this company also filed a Acknowledgement of Filing form with
      the
      State of Utah against the Company as debtor. Accordingly, all assets and common
      stock, whether issued or not, of the Company 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.




NOTE
      F
      - LITIGATION




As
      of
      December 31, 2003, the Company faces several lawsuits filed by various former
      vendors. The Company has accrued $17,000 for a judgment filed against the
      Company by a former landlord. The amount is probable of payment under Statement
      of Financial Accounting Standards No. 5.




On
      October 15, 2002, the Securities and Exchange Commission filed a civil action
      in
      the United States District Court for the Southern District of Florida against
      the Company, Allen E. Weintraub and Florida Stock Transfer, Inc. The action
      is
      styled  Securities
      and Exchange Commission v. Florida Stock Transfer, Inc., Vector Holdings
      Corporation and Allen E. Weintraub, Case No.
      02-023048-CIV-Ungaro-Benages/Brown  ,
      and as
      to the Company and Mr. Weintraub, alleges, inter alia, violations of the federal
      securities laws by, among other things, failing to make adequate disclosure
      regarding Mr. Weintraub' s background.





On
      November 1, 2002, the Company, Mr. Weintraub and Florida Stock Transfer, Inc.
      entered into a Permanent Injunction, without admitting or denying any of the
      allegations, except to admitting to the jurisdiction of the Court over them
      and
      the subject matter of the claims. By virtue of the Permanent Injunction, Company
      and Mr. Weintraub were restrained and enjoined from violation of Section 17(a)1)
      of the Securities Act of 1933, Section 17(a)(2) and (3) of the Securities Act
      of
      1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5,
      Section 13a of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11,
      13a-13 and 12b-20 thereunder, and Section 13(a) of the Securities Exchange
      Act
      of 1934 and Rule 13b2-2. On October 30, 2002, Florida Stock Transfer, Inc.
      resigned as the Company's transfer agent.




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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 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.  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., a Nevada
      corporation.”





This
      Complaint alleges that the Company failed to accurately and fully disclose
      the
      nature of the Company’s relationship to The Sukumo Group, Inc., including the
      failure of Sukumo to complete the purchase of the shares that it sold to
      investors, and alleges that Sukumo acted as a selling agent for the Company.
      The
      Complaint also faults The Sukumo Group Inc.’s actions regarding the sale of
      common stock to off shore purchasers and failure to disclose Sukumo’s interest
      in each sale, as Sukomo was reporting that it was taking a 1-2% commission
      on
      each sale rather than keeping 70% or more of the proceeds of each transaction.
      The Company filed a motion to dismiss the complaint based upon lack of
      jurisdiction and failure of the complaint to adequately set forth the actions
      of
      the Company. This motion to dismiss was denied by the trial court. The Company
      is currently in discussions with the SEC to resolve and settle the matter so
      as
      to avoid further litigations expenses and attorney fees. A final agreement
      on
      this matter is pending approval by the SEC. It is management’s opinion that the
      chances of an unfavorable outcome to the Company is probable and an amount
      of
      $136,500 was accrued at December 31, 2004.





David
      A. Sawyer and American Aeromotive Corporation v. Karl J. Schumer, Allen E.
      Weintraub, Vector Aeromotive Corporation, a Florida corporation and Dark
      Dynamite, Inc., a Nevada corporation.  On
      April
      20, 2004, the Company was served with a First Amended Complaint in this action
      that has been filed in the Circuit Court of the 11  th  Judicial
      Circuit in and for Miami-Dade County, Florida,  Case
      No. 03-27316 CA (25)  .
      This
      suit seeks recovery of damages resulting from the sale or transfer of various
      car related interests and rights in or about May of 2001. Plaintiff alleges
      failure of consideration and misrepresentations by Mr. Schumer and Mr.
      Weintraub. The amount of damages sought by the Plaintiff is not specified in
      its
      Amended Complaint. The Company is unable to understand and accordingly explain
      the basis upon which it has been added to this suit as a Defendant. Management
      does not believe that it has any liability with regard to the claims alleged
      herein and intends to seek indemnification from the other named party Defendants
      for all costs associated with defending the Company in this matter. The
      Defendant has propounded discovery in the matter and counsel for the Company
      has
      prepared a responsive pleading for filing with the court, namely a motion to
      dismiss Plaintiff’s claim against the Company n/k/a Dark Dynamite, Inc. A
      hearing on the motion was set for December 7, 2004, however, the judge recused
      himself in the matter the day of the hearing. A new hearing date is
      pending.




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Thomas
      J. Craft, Jr., P.A., and CR Capital Services, Inc. a Florida corporation v.
      Vector Holding Corp., a Nevada corporation, and Bestfoodline.com, Inc, a Florida
      Corporation, jointly and severally.  On
      August
      4, 2004 a Settlement Agreement was entered into between the parties in the
      above
      styled case. On August 12, 2004, an Order Confirming Settlement Agreement was
      filed by the Court. The case was settled for Forty-Thousand dollars ($40,000),
      payable in cash or S-8 shares of the Company. The case was originally filed
      as
      an $85,000 claim for legal services rendered by Thomas J. Craft, namely, Company
      filings with the SEC. As Mr. Craft performed these services as an advisor or
      employee to the Company, the settlement amount will be paid in S-8 shares of
      the
      Company’s common stock. A cash payment and S-8 stock issuances have been made in
      pursuit of satisfying this obligation.





Allen
      E. Weintraub v. Dark Dynamite, Inc., f/k/a Vector Holdings Corporation, a Nevada
      corporation, and Standard Registrar & Transfer Company, Inc., a Utah
      corporation.  This
      was
      a suit enjoining the Company from any further issuances of its common stock.
      The
      suit was filed by Plaintiff Weintraub in the Circuit Court of the Eleventh
      Judicial Circuit in and for Miami-Dade County, Florida, and bears
      the  Case
      No: 04-20534 CA 02  .
      Allen
      E. Weintraub sold control of the Company to Diversified Holdings, Inc., and
      thereafter, falsely claimed he had a secured interest in the unissued stock
      of
      the Company, arising out of contractual obligations pursuant to the Stock
      Exchange Agreement. The Company filed a motion to dismiss for failure to state
      a
      cause of action, and subsequently, Plaintiff Weintraub voluntarily dismissed
      his
      claim on November 17, 2004, the day a hearing on the motion was to be held
      by
      the Court.





Allen
      E. Weintraub v. Dark Dynamite, Inc. f/k/a Vector Holdings Corporation, a Nevada
      Corporation, Jared D. Gold, Richard D. Surber and Greentree Financial Group,
      Inc., a Florida Corporation d/b/a Bongiovanni & Associates  .
      This
      case was filed in the United States District Court, Southern District of
      Florida, and bears the  Case
      No: 05-20384  .
      This
      Complaint appears to be based upon the same operative facts as the previous
      suit,  Case
      Number: 04-20534 CA 02  .
      Defendants have filed a Motion to Dismiss this suit. A hearing date on the
      Motion is pending completion of briefs on the Motion to Dismiss.





Dark
      Dynamite, Inc., a Nevada corporation, and Diversified Holdings, Inc.(“DHI”), a
      Utah corporation v. Allen E. Weintraub, an individual, and Miami Venture
      Capital, Inc., a Florida corporation.  This
      case
      was filed in the Third District Court of Salt Lake County, Utah, and bears
      the  Case
      Number: 050905249  .
      The
      Company filed suit against Weintraub for breach of contract with respect to
      matters incidental to the sale of the Company to DHX. This suit seeks damages
      for Weintraub’s failure to disclose numerous liabilities of the Company to DHX,
      as well as for his tortious interference in the Company’s business operations.
      In an effort to put a stop to Weintraub’s interference, the Company is also
      seeking an injunction herein against Weintraub, and all related entities and
      agents.




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.


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NOTE
      G
      - GOING CONCERN





As
      shown
      in the accompanying audited financial statements, the Company has incurred
      losses from operations, has a deficit book value, has received numerous liens
      from related parties, has all of its assets and common stock fully pledged,
      has
      a negative cash flow from operations that have placed substantial doubt as
      to
      whether the Company can continue as a going concern. The ability of the Company
      to continue as a going concern is dependent on developing operations, increasing
      revenues, and obtaining new capital. Management has enacted a plan to raise
      capital and enter strategic acquisitions.




NOTE
      H
      - SEGMENT REPORTING




Statement
      of Financial Accounting Standards No. 131, “Disclosures about Segments of an
      Enterprise and Related Information” 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, 2004 and 2003 as its separate
      marketing division was immaterial during the short period it operated prior
      to
      it being dissolved during 2002.





NOTE
      I
      - DEBT





During
      the year ended December 31, 2002, the Company entered into a signed promissory
      note with its former officer and former majority shareholder. Under the terms
      of
      the note, the Company was obligated to pay $100,000 in one lump sum on February
      14, 2004 including interest of 7% per annum. The obligation represented by
      the
      note was converted into shares of the Company’s common stock in accordance with
      the agreement during the year ended December 31, 2003. See Legal Proceedings
      for
      more information.




NOTE
      J
      - SUBSEQUENT EVENTS





The
      Black
      Chandelier, Inc. subsidiary entered into a lease agreement on January 26, 2005
      for retail store space in the Miller Apartments, Seattle, Washington to sell
      clothing. The term is two years until January 31, 2007 (with a three year
      option) at a base monthly rent of $1,200. The base rent shall increase 5% each
      year commencing the second year. The lease required an initial deposit of
      $1,200. The monthly rent shall be “net” to the lessor, making the lessee
      responsible for all taxes, insurance, services and utilities.





A
      common
      stock reverse stock split of 1,000 for 1 was enacted March 28, 2005. All common
      stock amounts in the accompanying financial statements have been restated
      retroactively to reflect these capitalization changes. After the 1,000 for
      1
      stock split, the Company is in the process of amending its Articles of
      Incorporation to increase its authorized common shares from 5,000,000 to
      5,000,000,000.




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





The
      Company has had no disagreements with its independent
      accountants.




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





**Quarterly
      Evaluation of Controls**




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





**CEO
      and CFO Certifications**




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





**Disclosure
      Controls and Internal Controls**




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





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**Limitations
      on the Effectiveness of Controls**




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





**Scope
      of the Evaluation**




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




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




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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 the Company
      is
      made known to management, including the CEO and CFO, particularly during the
      period when our periodic reports are being prepared, and that our Internal
      Controls are effective at that assurance level to provide reasonable assurance
      that our financial statements are fairly presented inconformity with accounting
      principals generally accepted in the United States. Additionally, there has
      been
      no change in our Internal Controls that occurred during our most recent fiscal
      quarter that has materially affected, or is reasonably likely to affect, our
      Internal Controls.




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





Identification
      of Directors and Executive Officers and Significant Employees.





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




**Name**
            **Age**
            **Position**
            **Commenced**Jared
                D. Gold
            32
            CEO,
                President,
            3/15/04*







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.
      Gold was appointed to the board effective as of March 15, 2004, the effective
      date of the resignation of Mr. H.K. Elrod as President, CEO, and CFO of the
      company.





**Business
      Experience and Personal Background**





**Jared
      D. Gold**  ,
      age 32.
      Mr. Gold’s skills, experience and visionary attributes will be integral to the
      development of the Company as an highly identifiable brand name. Gold was
      appointed to the office of President and Director of Dark Dynamite Inc, on
      March
      15, 2004. Since his appointment as president, Gold has been presiding over
      and
      managing the identity overhaul of the Company. Gold's past six years of
      experience in the apparel market will be heavily relied on for the development
      of this new entity.





Gold
      opened the Jared Gold Couture label and oversaw all marketing, design and
      shipping aspects of this company starting in 1997. A few years later, he
      launched the Black Chandelier collection as a junior market group, and was
      immediately successful with the complex Japanese market.




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The
      press
      and acclaim surrounding Gold's work have made his aesthetic much adored and
      copied the world over. Gold's achievements include designing items and
      promotional goods for firms such as Nike (NKE) and Dermalogica, shipping items
      to the world's most prestigious retailers such as Barneys New York (BNNY),
      and
      Brown's London, as well as lecturing on design at the Otis College of Art and
      Design. Gold has held runway shows in New York City, Los Angeles and Salt Lake
      City, and has been sponsored by Audi, Nokia, Red Bull, Acura, Bang and Olufsen,
      and Evian. Gold's designs have appeared in several television shows and movies.
      He personally appeared on the BBC's fashion farce series, "Absolutely Fabulous,"
      and his clothing has been featured on the WB's "Buffy the Vampire Slayer."
      Mr.
      Gold maintains his residence in Salt Lake City, Utah to utilize its quiet
      environment for the invention and design of new products, and the insulation
      from outside artistic references.





**Family
      Relationships**





None.





**Involvement
      in Certain Legal Proceedings.**





Mr.
      Allen
      Weintraub resigned from his position as an officer and director of the Company
      and divested his controlling position as shareholder in the first quarter of
      2003. The following described legal action may further impair the Company.
      The
      action taken against Mr. Weintraub is more fully described below.





On
      October 15, 2002, the Securities and Exchange Commission filed a civil action
      in
      the United States District Court for the Southern District of Florida against
      the Company, Allen E. Weintraub and Florida Stock Transfer, Inc. Therein, Mr.
      Weintraub was restrained and enjoined from violating certain provisions under
      the Securities Act of 1933 and the Securities Exchange Act of 1934. The action
      is styled  Securities
      and Exchange Commission v. Florida Stock Transfer, Inc., Vector Holdings
      Corporation, and Allen E. Weintraub, Case No.
      02-023048-CIV-Ungaro-Benages/Brown  , and as
      to the Company and Mr. Weintraub, alleges, inter alia, violations of the federal
      securities laws by, among other things, failing to make adequate disclosure
      regarding Mr. Weintraub's background which included being convicted of several
      fraud related violations of the law.





On
      November 1, 2002, the Company, Mr. Weintraub, and Florida Stock Transfer, Inc.
      entered into a Permanent Injunction, without admitting or denying any of the
      allegations, except to admitting to the jurisdiction of the Court over them
      and
      the subject matter of the claims. By virtue of the Permanent Injunction, Company
      and Mr. Weintraub were restrained and enjoined from violation of Section 17(a)1)
      of the Securities Act of 1933, Section 17(a)(2) and (3) of the Securities Act
      of
      1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5,
      Section 13a of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11,
      13a-13 and 12b-20 thereunder, and Section 13(a) of the Securities Exchange
      Act
      of 1934 and Rule 13b2-2. On October 30, 2002, Florida Stock Transfer, Inc.
      resigned as the Company's transfer agent.




There
      have been no other events under any bankruptcy act, no criminal proceedings,
      no
      judgments or injunctions material to the evaluation of the ability and integrity
      of any director or executive officer during the past five years, except as
      set
      forth above and in  Item
      3
      Legal Proceedings.





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**Compliance
      with Section 16(a) of the Exchange Act**





Based
      solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company
      is not aware of any person who at any time during the fiscal year ended December
      31, 2004 was a director, officer, or beneficial owner of more than ten percent
      of the Common Stock of the Company, and who failed to file, on a timely basis,
      reports required by Section 16(a) of the Securities Exchange Act of 1934 during
      such fiscal year, except for violations of 16(a) associated with the SEC’s
      complaint against Mr. Weintraub.





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





The
      following table sets forth, in summary form, the compensation received by the
      Chief Executive Officer and President of the Company during each of the
      Company's last three completed fiscal years. No executive officer of the
      Company, including the Chief Executive Officer and President, received a total
      salary and bonus exceeding $100,000 during any of the last three fiscal
      years.




**Summary
      Compensation Table**





Other
            Restricted
            
            RestrictedName
                and Position
            Fiscal
                Year
            Annual
                Salary
            Bonus
            Compensation
            Stock
                Awards
            LTIP
                Options
            Stock
                BonusesCEO
                and President
            
            (1)
            (2)
            (3)
            (4)
            (5)
            (6)DennisThompson,President
            2003
            $
                5,000
            $
                0
            0
            0
            0
            0Jared
                D. Gold, President
            2004
            $
                36,000
            $
                0
            $
                0
            35,000
            0
            0Allen
                E. Weintraub(7)
            2002
            $-0
            0
            0
            5,800,000
            0
            0HK
                Elrod
            2004
            $-0
            0
            0
            225,000
            0
            0




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(1)
      The
      dollar value of base salary (cash and non-cash) received. Information on the
      stock-based compensation can be found in the accompanying audited financial
      statements.





(2)
      The
      dollar value of bonus (cash and non-cash) received.





(3)
      During the periods covered by the Summary Compensation Table, the Company did
      not pay any other annual compensation not properly categorized as salary or
      bonus, including prerequisites and other personal benefits, securities or
      property.





(4)
      During the periods covered by the Summary Compensation Table, the Company,
      during the year 2002 issued 5,800,000 shares of restricted stock to Allen
      Weintraub for services valued at $339,200, the valuation was determined by
      the
      Independent Accountant for the Company based upon the market price for the
      shares at the time of issuance.





(5)
      No
      other compensation





(6)
      The
      Company currently has no Restricted Stock Bonus Plans.





(7)
      Allen
      Weintraub was president of Miami Venture Capital, Inc. (“MVC”), the majority
      shareholder of the Company, which received the following stock during the
      relevant periods: April 24, 2002 the Company issued 14,000,000 shares of
      restricted stock to MVC to secure the loan for the purchase of The Potato Sack.
      The shares were valued by the Company’s independent accountants at a market
      price of $5,040,000.





**Compensation
      of Directors**





The
      Company does not pay its non-employee directors any compensation for Directors'
      Meetings attended. It is anticipated that no more than twelve meetings will
      occur each year. There are currently no Employment Contracts, Termination of
      Employment or Change-In Control Arrangements.





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**ITEM
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL AND MANAGEMENT AND RELATED STOCKHOLDER
      MATT** **ERS**




All
      persons known by the Registrant to own beneficially more than 5% of any class
      of
      the Company's outstanding stock on April 5, 2004, are listed below:





**Title
                of Class**
            **Name
                & Address of**
              **Beneficial
                Owner**
            **Amount
                and Nature of Beneficial Ownership**
            **Percent
                of class**Preferred
                Stock
              ($0.01
                par value)
            Richard
                Surber
              59
                West 100 South
              Salt
                Lake City, Utah 84101
            3,745,143(2)
            74.9%Common
                Stock
              ($0.0001
                par value)
            Jared
                Gold, President, Director
              63
                West 100 South
              Salt
                Lake City, Utah 84101
            70
            0.004%Preferred
                Stock
              ($0.01
                par value)
            Diversified
                Holdings X, Inc.
              63
                West 100 South, Second Floor
              Salt
                Lake City, Utah 84101
            1,254,857(1)(2)
            25.1%Common
                Stock
              ($0.0001)
                par value
            Directors
                and Executive Officers as a Group (1 individual)
            70
            0.004%







(1)
      Mr.
      Surber is the President and sole shareholder of Diversified Holdings X, Inc..
      and has the sole power to vote and dispose of all Dark Dynamite, Inc. shares
      owned by Diversified Holdings X. Inc.





(2)
      Preferred shares have conversion and voting rights on a 1 to 25 basis as to
      the
      common stock of the Company. The issued and outstanding preferred shares hold
      voting rights equal to 31,371,425 shares of common stock, or 97% of all
      potential votes in the event of a shareholders vote.




No
      other
      shareholder’s holdings exceed 1% of the total voting rights represent by the
      common shares.




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





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





On
      February 14, 2003, the Company signed a Promissory Note in the sum of $100,000
      payable to Allen Weintraub, the former president of the Company, payment was
      due
      on February 14, 2004 and the note bore interest at the rate of 7% per annum
      and
      included a right of conversion into shares of the Company’s common stock at a
      value of 80% of the closing price for the shares on the day prior to written
      notice of conversion by Mr. Weintraub. The note was given in final satisfaction
      of all obligations of the Company to Mr. Weintraub and Miami Venture Capital
      as
      of the date of the note. On December 30, 2003, the Company issued to Allen
      Weintruab 535,000 shares of its restricted common stock as final payment of
      this
      promissory note. The restricted shares were valued at 80% of the closing price
      for the shares on that date, or $0.20 per share.





In
      February of 2003, the Company signed an employment agreement with Allen
      Weintraub, the former president of the Company. The agreement provides for
      compensation in the amount of $150,000 worth of S-8 common stock of the Company,
      provided that Mr. Weintraub is eligible for compensation pursuant to an S-8
      registration statement, or in cash if such registration is not available.
      Payments are to be made on a quarterly basis. Services are to be provided to
      the
      Company relating to the preparation and filing of reports with the Securities
      and Exchange Commission and other regulatory agencies for a period of 12 months.
      On December 30, 2003 the Company authorized the issuance of 600,000 shares
      of
      its common stock registered under an S-8 Registration Statement in settlement
      of
      the compensation due to Mr. Weintraub under the terms of the employment
      agreement. Weintraub ultimately defaulted under this agreement by providing
      none
      of the services required by this contract. Accordingly, the Company filed suit
      against Mr. Weintraub,  Dark
      Dynamite, Inc., a Nevada corporation, and Diversified Holdings, Inc.(“DHI”), a
      Utah corporation vs. Allen E. Weintraub, an individual, and Miami Venture
      Capital, Inc., a Florida corporation.  This
      case
      was filed in the Third District Court of Salt Lake County, Utah, and bears
      the  Case
      Number: 050905249  .





On
      April
      8, 2003, the Company, under new management, retroactively approved the sale
      of
      its 100% interest in Bestfoodonline.com, Inc. (Bestfood) to MVC, a corporation
      controlled by the former President of the Company, for $10 effective as of
      December 30, 2002. The purpose of the disposition was to further streamline
      the
      Company by eliminating any lingering management issues, liabilities and other
      complications which may have involved Bestfood. The sale of Bestfood to MVC
      was
      also effected to provide further separation from the Company’s former president.
      Bestfood was considered by new management to be a burden on the Company and
      was
      not considered a viable operating company with any substantive future beneficial
      prospects for the Company.




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On
      May
      14, 2003, the Company entered into a Consulting Agreement with Hudson Consulting
      Group, Inc. (Hudson) in which Hudson provided services with respect to finding
      and evaluating business opportunities, providing advise regarding mergers,
      acquisitions, settling lawsuits, drafting agreements, drafting board
      resolutions, and other general administrative duties. This agreement was
      terminated by the parties according to the terms set forth in a “Settlement
      Agreement and General Release.” Hudson agreed to accept a cash payment of
      $55,000 and 250,000 shares of restricted Company common stock as full and final
      payment for all sums due under the terms of the Consulting Agreement. These
      shares have not yet been issued by the Company. Richard Surber, a majority
      shareholder in the Company, is CEO of Hudson Consulting.





On
      September 8, 2003, the Company entered into an Indemnification Agreement and
      General Release with Gino Carlucci, its former president, wherein the Company
      agreed to pay to Mr. Carlucci the sum of $12,580.47 and issue to him 250,000
      shares of the Company’s restricted common stock, as full and final satisfaction
      for all claims that existed for his services to the Company as president. These
      shares have not yet been issued by the Company.





On
      September 8, 2003 the board of directors authorized for, Dennis Thompson, former
      president and director of the Company, payment of $5,000 in cash and an award
      of
      200,000 shares of the Company’s restricted common stock for his services to the
      Company during the quarter ended September 30, 2003.





On
      March
      16, 2004, the Company entered into a Stock Exchange Agreement with current
      president, Jared Gold, wherein the Company agreed to issue to Gold 70,000,000
      shares (36 post-reverse) of the Company's restricted common stock. In return,
      Jared Gold, president and sole shareholder of Black Chandelier, Inc., exchanged
      100% of his common stock in Black Chandelier to the Company. The number of
      shares Gold received in the exchange constituted approximately 96% of the issued
      and outstanding shares of the Company. Black Chandelier's assets include an
      electric clothing pattern data base, screen printing library, and historic
      design archives.





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





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




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





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




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




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





(a)  Exhibits.





31.1
                Rule 13a-14(a)/15d-14(a) Certifications of Chief
                Executive Officer31.2
                Rule 13a-14(a)/15d-14(a) Certifications of Chief
                Financial Officer32.1
                Section 1350 Certifications of Chief Executive
                Officer32.2
                Section 1350 Certifications of Chief Financial
                Officer





(b)  Reports
      on Form 8-K.





(1)
      Under
      a Form 8-K/A filed on June 7, 2004, NCI Holdings filed financial statements
      required by the acquisition of Black Chandelier, Inc.





(2)
      On
      May 13, 2004, Dark Dynamite, Inc., and Jared Gold entered into an Employment
      Contract. The Company hired Mr. Gold to function as its President, Chief
      Executive Officer and Chief Financial Officer. Mr. Gold’s duties involve
      management of the operations and finances of the Company, executive governance
      of the Company as required by the Office of President under the By-Laws of
      the
      Company and as directed by the Board of Directors.





As
      compensation for his services, Mr. Gold will receive the following compensation:
      A base salary of $5,000 per month, payable in cash, common or preferred stock
      of
      the Company, the form to be at the election of Mr. Gold. The employment
      agreement shall continue for five (5) years from the effective date of the
      agreement.





(3)
      In an
      8-K Report filed on September 24, 2004 the Company reported a September 21,
      2004, resolution of the Board of Directors of the Company authorized the
      issuance of 3,745,143 restricted shares of the Registrant’s preferred stock to
      be issued to Richard Surber.




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





(4)
      In an
      8-K reported filed on October 18, 2004 the Company reported that on October
      15,
      2004, the board of directors approved for filing with the Secretary of State
      for
      Nevada a “Certificate of Determination of the Rights and Preferences of
      Preferred Stock of Dark Dynamite, Inc.” This document set forth and designated
      the rights and privileges of the Preferred Stock of the Company.





The
      Preferred Stock is designated as having a par value of $0.01 per share, and
      is
      designated as senior to the Common Stock, and any subsequently authorized series
      or class of the Company’s Preferred Stock. In the event of any liquidation,
      dissolution, or winding up of the Company, whether voluntary or involuntary,
      the
      shares have a priority right of $0.01 per share in any such instance. These
      shares are given the same voting rights as Common Shares on a twenty-five
      for-one (25 for 1) basis.




(5)
      In an
      8-K reported filed on November 9, 2004, the Company reported the board of
      director’s actions that approved and submitted for filing with the Nevada
      Secretary of State’s office a Certificate of Change Pursuant to NRS 78.209 to
      carry out a reverse stock split of the Company’s common stock on a one (1) for
      two thousand (2,000) basis. This action reduced the number of authorized shares
      of common stock from Five Billion (5,000,000,000) to Two Million Five Hundred
      Thousand (2,500,000). The effective date of the reverse stock split was
      November, 7  th  ,
      2004.





**Subsequent
      Events**




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




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




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




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




**Audit
      Fees**





Audit
      fees are for professional services for the audit of the Company  '  s
      annual
      financial statements, and for the review of the financial statements included
      in
      the Company  '  s
      filing
      on Form 10-QSB and for services that are normally provided in connection with
      statutory and regulatory filings or engagements. The Company has paid to
      Bongiovanni & Associates, PA, audit fees of approximately $ 11,243 for 2004
      and $11,000 for 2003.





**Audit
      Related Fees**





Audit
      related fees are funds paid for the assurance and related services reasonably
      related to the performance of the audit or the review of the Company  '  s
      financial statements. The Company has paid to Bongiovanni & Associates, PA,
      audit related fees of approximately $ 0 for 2004 and $0 for 2003.





**Tax
      Fees**




The
      tax
      fees are those funds paid for professional services with respect to tax
      compliance, tax advice, and tax planning. The Company has paid to Bongiovanni
      & Associates, PA, tax fees of approximately $ 0 for 2004 and $ 0 for
      2003.





**All
      Other Fees**




Fees
      paid
      for permissible work that does not fall within any of the three other fees
      categories set forth above. No other fees paid.





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





The
      Company does not have a standing audit committee and the full board of directors
      performs all functions of an audit committee, including the pre-approval of
      all
      audit and non-audit services prior to the Company engaging an accountant. All
      of
      the services rendered for the Company by Bongiovanni & Associates, PA, were
      pre-approved by the board of directors of the Company.





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**SIGNATU** **RES**





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





Dark
                Dynamite, Inc.
              (Registrant)Date: March
                9, 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 the
      Registrant and on the dates indicated.







**SIGNATURE**
            **TITLE**
            **DATE**/s/
                Lei, Ming
            President,
                Director
            March
                9, 2007Lei,
                Ming/s/
                Wang, Xiaojun
            Chief
                Financial Officer, Director
            March
                9, 2007Wang,
                Xiaojun







56