**U.S.
      Securities and Exchange Commission**


**Washington,
      D.C. 20549**







**FORM
      10-QSB/A**


**AMENDMENT
      NO. 1**










[X]
            Quarterly
                Report Under Section 13 or 15(d) of The Securities Exchange Act of
                1934
                for the Quarterly Period Ended**March
                31, 2005**





[
                ]
            Transition
                Report Under Section 13 or 15(d) of The Securities Exchange Act of
                1934
                for the Transition Period from _______ to
                _______





Commission
      File Number: 1-10559










**DARK
      DYNAMITE, INC.**


(Exact
      name of small business issuer as specified in its charter)








**Nevada**
            **65-1021346**(State
                or other jurisdiction of
            (IRS
                Employer Identification No.)incorporation
                or organization)




**E
      Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China
      710068**


(Address
      of principal executive offices)





**(
      8629 ) 8436-8561**


(Issuer's
      telephone number)










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





Yes
                [x]
            
            
            No
                [ ]





Number
      of
      shares of common stock outstanding as of June 8, 2005: 1,661,128


Number
      of
      shares of preferred stock outstanding as of June 8, 2005:
      5,000,000.











**TABLE
                OF CONTENTS****PART
                I. FINANCIAL INFORMATION**ITEM
                1. FINANCIAL STATEMENTS
            3ITEM
                2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            4ITEM
                3 CONTROLS AND PROCEDURES
            8**PART
                II. OTHER INFORMATION**ITEM
                1. LEGAL PROCEEDINGS
            8ITEM
                2. CHANGES IN SECURITIES AND USE OF
                PROCEEDS
            9ITEM
                5. OTHER INFORMATION
            9ITEM
                6. EXHIBITS AND REPORTS ON FORM 8-K
            10SIGNATURES
            10






2
 *Table
          of Contents*




**ITEM
      1.**  **FINANCIAL
      STATEMENTS**





As
      used
      herein, the term “DDI”, or the “Company” refers to Dark Dynamite, Inc., a Nevada
      corporation, its subsidiary corporations and predecessors unless otherwise
      indicated. Unaudited, consolidated financial statements including a balance
      sheet for DDI for the period ended March 31, 2005, and statement of operations
      and statement of cash flows for the interim period up to date of such balance
      sheet and the comparable periods of the preceding year are attached hereto
      as
      Pages F-1 through F-14 and are incorporated herein by this reference.






**THIS
      SPACE HAS BEEN INTENTIONALLY LEFT BLANK**






3
 *Table
          of Contents*




**DARK
                DYNAMITE, INC. AND SUBSIDARY****Consolidated
                Balance Sheets (Unaudited)****As
                of March 31, 2005**




**As
                  of****March
                  31, 2005**(Unaudited)CURRENT
                  ASSETSCash
              
              $
              12,362Advances
              
              
              (10,109
              )Inventory
              
              
              40,985Pre-paid
                  Expenses
              
              
              3,117TOTAL
                  CURRENT ASSETS
              
              
              46,355FIXED
                  ASSETSFurniture
                  and fixtures
              
              
              172,464TOTAL
                  FIXED ASSETS
              
              
              172,464Accumulated
                  Depreciation
              
              
              (12,893
              )NET
                  FIXED ASSETS
              
              
              159,571DEPOSITSDeposits
              
              
              1,798TOTAL
                  DEPOSITS
              
              
              1,798INTANGABLE
                  ASSETSTrademarks
              
              
              1,380TOTAL
                  INTANGABLE ASSETS
              
              
              1,380TOTAL
                  ASSETS
              
              $
              209,104The
                  accompanying notes are an integral part of these consolidated financial
                  statements.






4
 *Table
          of Contents*


**DARK
                  DYNAMITE, INC. AND SUBSIDARY****Consolidated
                  Balance Sheets (Unaudited)****As
                  of March 31, 2005**




**As
                  of****March
                  31, 2005**(Unaudited)CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              280,202TOTAL
                  CURRENT LIABILITIES
              
              
              280,202STOCKHOLDERS’
                  (DEFICIT)Preferred
                  Series A stock ($0.01 par value, 5,000,000 shares authorized; 5,000,000
                  shares issued and outstanding
              
              
              50,000Common
                  stock $0.0001 par value, 5,000,000 shares authorized; 1,660,839
                  and 52,339
                  shares outstanding at March 31, 2005 and December 31, 2004 respectively
                  (post reverse splits through March 28, 2005)
              
              
              166Additional
                  paid in capital
              
              
              13,508,007Stock
                  Subscriptions Receivable
              
              
              (20,659
              )Retained
                  (deficit)
              
              
              (13,608,612
              )TOTAL
                  STOCKHOLDERS’ (DEFICIT)
              
              
              (71,098
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              209,104The
                  accompanying notes are an integral part of these consolidated financial
                  statements.




5
 *Table
          of Contents*


**DARK
                    DYNAMITE, INC. AND SUBSIDARY****Consolidated
                    Statements of Operations and****Other
                    Comprehensive Income (Loss) (Unaudited)****For
                    the three months ended March 31, 2005 and 2004**REVENUEThree
                    Months EndedMarch
                    31,
                
                
                March
                    31,2005
                
                
                2004(Unaudited)
                
                
                (Unaudited)REVENUESales
                
                
                
                
                $
                39,486
                
                $
                -TOTAL
                    REVENUE
                
                
                
                
                
                39,486
                
                
                -COST
                    OF REVENUECost
                    of Sales
                
                
                
                
                
                14,953
                
                
                -Coupons
                
                
                
                
                
                1,445
                
                
                -Discounts
                
                
                
                
                
                148
                
                
                -TOTAL
                    COST OF REVENUE
                
                
                
                
                
                16,546
                
                
                -GROSS
                    PROFIT
                
                
                
                
                
                22,940
                
                
                -EXPENSESSelling,
                    general and administrative
                
                
                
                
                
                415,751
                
                
                36,412TOTAL
                    EXPENSES
                
                
                
                
                
                415,751
                
                
                36,412OPERATING
                    LOSS
                
                
                
                
                $
                (392,811
                )
                $
                (36,412
                )OTHER
                    INCOME (EXPENSE)Interest
                    expense
                
                
                
                
                
                (4
                )
                
                -Interest
                    Income
                
                
                
                
                
                7
                
                
                -Miscellaneous
                    Income
                
                
                
                
                
                18,369
                
                
                -Gain
                    (loss) from impairment of goodwill
                
                
                
                
                
                -
                
                
                (3,490,000
                )TOTAL
                    OTHER INCOME
                
                
                
                
                
                18,372
                
                
                -NET
                    LOSS
                
                
                
                
                $
                (374,439
                )
                $
                (3,526,412
                )Net
                    loss per weighted average
                  common
                    shares outstanding
                
                
                
                
                $
                (0.0001
                )
                $
                (0.4180
                )Weighted
                    average shares outstanding -
                  basic
                    and diluted
                
                
                
                
                
                4,798,016,360
                
                
                8,435,608(Weighted
                    average shares outstanding have been adjusted
                    retroactivelyto
                    reflect reverse stock split on March 28, 2005 for quarter
                    endedMarch
                    31, 2005 and November 17, 2004 and March 28, 2005 for quarter
                    endedMarch
                    31, 2004)






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






6
 *Table
          of Contents*




**DARK
                DYNAMITE, INC. AND SUBSIDARY****Consolidated
                Statements of Cash Flows (Unaudited)****For
                the three months ended March 31, 2005 and 2004**For
                the three months endedMarch
                31, 2005
            
            March
                31, 2004(Unaudited)
            
            (Unaudited)CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (374,439
            )
            $
            (3,526,412
            )Adjustments
                to reconcile net loss to net cash (used in) operating
                activities:Issuance
                of options for services of outside consultants
            
            
            -
            
            
            21,913Depreciation
            
            
            6,582
            
            
            -Loss
                - Impairment of Goodwill
            
            
            -
            
            
            3,490,000Issuance
                of options for services
            
            
            -
            
            
            9,808Common
                stock issued for services
            
            
            39,400
            
            
            -Intrinsic
                value of options issued to employees
            
            
            153,276
            
            
            -Fair
                value of options issued to consultants
            
            
            45,558
            
            
            -Common
                stock issued to apply on vendor accounts payable
            
            
            21,134
            
            
            -(Increase)
                decrease in operating assets:Accounts
                receivable
            
            
            10,109
            
            
            -Inventory
            
            
            (19,289
            )
            
            -Prepaid
                expenses
            
            
            (912
            )
            
            -Deposits
            
            
            (1,798
            )
            
            -Increase
                (decrease) in operating liabilities:Accounts
                payable and accrued expenses
            
            
            (14,590
            )
            
            5,504NET
                CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            (134,969
            )
            
            813CASH
                FLOWS FROM INVESTING ACTIVITIES:Fixed
                Assets
            
            
            (18,375
            )
            
            -Issuance
                of common shares to former officer
            
            
            -
            
            
            250NET
                CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
            
            
            (18,375
            )
            
            250CASH
                FLOWS FROM FINANCING ACTIVITIES:Receipt
                of stock subscriptions receivable
            
            
            34,441
            
            
            -Common
                stock issuance for stock option exercise
            
            
            59,366
            
            
            -NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            93,807
            
            
            -NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (59,537
            )
            
            1,063CASH
                AND CASH EQUIVALENTS,BEGINNING
                OF THE PERIOD
            
            
            71,899
            
            
            -END
                OF THE PERIOD
            
            $
            12,362
            
            $
            1,063SUPPLEMENTARY
                CASH FLOW INFORMATION OF NON-CASH FINANCING:Preferred
                stock issued for services
            
            
            -
            
            
            -Common
                stock issued for services
            
            $
            334,084
            
            
            -Common
                stock issued for acquisition
            
            
            -
            
            
            -Common
                stock issued for purchase of fixed assets and inventory
            
            
            -
            
            $
            10,000Common
                stock issued for purchase of goodwill
            
            
            -
            
            $
            3,490,000Common
                stock issued for past services to pay down accounts
                payable
            
            
            -
            
            $
            5,800Issuance
                of options for services of outside consultants
            
            
            -
            
            $
            21,913Issuance
                of options to former officer
            
            
            -
            
            $
            9,808The
                accompanying notes are an integral part of these consolidated financial
                statements.






7
 *Table
          of Contents*




**DARK
      DYNAMITE, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2005**









NOTE
      1 -
      MANAGEMENT’S USE OF ESTIMATES





The
      preparation of financial statements in conformity with accounting principles
      accepted in the United States of America required management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting periods. Actual results could differ from those
      estimates.





NOTE
      2 -
      REVENUE RECOGNITION





Revenue
      for the operations is recognized when services are performed. Revenue for
      services is recognized when the services are rendered. Revenue for products
      is
      recognized when the retail products are sold.





NOTE
      3 -
      LOSS PER SHARE





Loss
      per
      share is reported in accordance with Statement of Financial Accounting Standard
      (SFAS) No. 128. This statement required dual presentation of basic and diluted
      earnings (loss) with a reconciliation of the numerator and denominator of the
      loss per share computations. Basic earnings per share amounts are based n 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. There
      were
      no adjustments required to net loss for the period presented in the computation
      of diluted loss per share.





NOTE
      4 -
      COMMON STOCK





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





NOTE
      5 -
      GOING CONCERN AND UNCERTAINTY





The
      Company has experienced losses every quarter from its inception. In addition,
      the Company has negative net working capital, negative book value and negative
      cash flow. These factors raise substantial doubt about the ability of the
      Company to continue as a going concern.





Management’s
      plans with regard to these matters include the following:




·
              Obtain
                  funding from new investors to alleviate the Company’s working capital
                  deficiency.·
              Apply
                  for a bank credit line and an SBA
                  loan.





·
              Implement
                  plans to increase sales.·
              Management
                  is reducing payroll and other incidental
                  expenses.





The
      outcome of management’s plans cannot be ascertained with any degree of
      certainty. The accompanying financial statements do not include any adjustments
      that might result from the outcome of these risks and
      uncertainties.




8
 *Table
          of Contents*




**DARK
      DYNAMITE, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2005**









NOTE
      6 -
      SUBSEQUENT EVENTS





Black
      Chandelier, Inc. a subsidiary, entered a lease agreement on January 26, 2005
      for
      retail 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 is “net” to the lessor, making the lessee responsible for all
      taxes, insurance, services and utilities.





A
      common
      stock reverse split of 1,000 for 1 was effective March 28, 2005. All common
      stock amounts in the accompanying financial statements have been restated
      retroactively to reflect these capitalization changes.




9
 *Table
          of Contents*




**ITEM
      2.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION**





As
      used
      in this Quarterly Report, the terms "we", "us", "our" and the "Company" mean
      Dark Dynamite Inc., (“DDI”) a Nevada corporation.





**General**





Dark
      Dynamite is a lifestyle company that produces clothing, candles, skateboards,
      and active wear. The mission of our business 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 most
      of the homogenous fare being offered consumers by the mainstream apparel market.





The
      Jared
      Gold brand name contributes to financially sustaining the Black Chandelier
      collection, which in turn will allow for the diversification of further products
      associated with the Jared Gold name. Future collections to be released include
      The Genevieve (new name pending) which will feature, housewares, confections,
      and candles, Life-of-the-Knife (Black Chandelier Skate),skate and snowboard
      apparel), Black Chandelier 365 (T-Shirt-of-the-day available only by
      e-procurement), and Black Chandelier Tweens (teenplus sizes for girls). All
      of
      these products will strengthen and underscore the Company’s brand identity.





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





The
      Company currently operates retail stores in Salt Lake City, Utah and Seattle,
      Washington. There are plans to open other retail stores in select major
      metropolitan areas such as Los Angeles, California and New York City. The
      company is accordingly seeking additional funds to meet its needs over the
      next
      12 months.





**RESULTS
      OF OPERATIONS**




**Revenues**





Gross
      revenues for the three month period ended March 31, 2005, was $ 39,486 as
      compared to **** $
      0 for
      the same period in 2004. The change in three month revenues is due to the
      operations of the two retail outlets of the Company, both of which were
      operating during the first quarter of 2005.





**Losses**




DDI
      recorded operating losses of $392,811 for the three month period, ended March
      31, 2005, compared to losses of $36,412 for the comparable period in the year
      2004. The $356,399 increase in operating losses resulted from the higher level
      of operations for the Company in the latest quarter as compared to the
      comparable quarter in 2004.




10
 *Table
          of Contents*




DDI
      recorded net losses of $374,439 for the three months ended March 31, 2005,
      as
      compared to net losses of $3,526,000 for the same period in the previous year.
      The decrease in losses is attributable primarily to the loss from impairment
      of
      goodwill recorded in the first quarter of 2004 in the amount of $3,490,000
      which
      was not repeated in 2005.




DDI
      does
      not expect to operate at a profit through fiscal 2005. Since DDI ’ s
      activities are dependent upon its ability to sell its products in the fashion
      and life style areas, future profitability or DDI’s ability to generate revenue
      and revenue growth tends to follow changes in the fashion market place. There
      can be no guarantee that profitability or revenue growth can be realized in
      the
      future.





**Expenses**





Selling,
      general and administrative expenses for the three months ended March 31, 2005,
      were $415,751, compared to $36,412 for the same period in 2004. The increase
      of
      $379,339 in expenses is due primarily to the start up expenses of creating
      and
      marketing the product lines of the Company.




**Capital
      Resources and Liquidity**





On
          March
          31, 2005, DDI had current assets of $46,355 and $209,104 in total assets.
          DDI
          had a net working capital deficit of $233,847 at March 31, 2005 as compared
          to
          $179,963 at March 31, 2004, an increase in the deficit of $53,884. The
          working
          capital deficit is due primarily to outstanding accounts payable that are
          considered as current liabilities and the increase in those amounts during
          the
          first quarter lead to the increase over the amount in the same period of
          2004.
 
 Net
          cash
          used in operating activities was $134,969 for the three months ended March
          31,
          2005, compared to net cash provided by operating activities of $813 for
          the same
          period ended March 31, 2004. The increase in cash used in operations in
          the
          first quarter reflects the increased operational level of the Company during
          the
          first quarter of 2005 as compared to the prior year’s operations.
 
 Net
          cash
          used in investing activities was $18,375 for the three months ended March
          31,
          2005, compared to net cash provided by investing activities of $250 for
          the same
          period ended March 31, 2004. The increase in cash used in investments in
          the
          first quarter of 2005 was due primarily to the purchase of fixed
          assets.
 
 Cash
          provided by financing activities was $ 93,807 for the three months ended
          March
          31, 2005, compared to no cash flow from financing activities for the same
          period
          ended March 31, 2004. The bulk of these funds represent the receipt of
          stock
          subscriptions from the exercise of stock options by employees and consultants
          of
          the Company.


DDI
      is
      currently experiencing significant cash flow shortages. Current efforts to
      meet
      the cash flow needs of the operations of the Company are not sufficient at
      this
      time to meet the needs of the Company’s operations. To cover these ongoing
      shortages we may need to sell securities from time to time at a loss. We are
      looking at several options to improve this situation, including the private
      placement of DDI common stock or other avenues to obtain additional
      investments.




11
 *Table
          of Contents*




**Stock
      and Options To Employees and Contractors**




During
      the quarter ending March 31, 2005, DDI has continued a policy of limited cash
      payments to its employees and relied primarily on the issuance of common stock
      registered under the Company's S-8 Registration Statement for employee
      compensation.




**Off
      Balance Sheet Arrangements**




We
      do not
      have any off-balance sheet financing arrangements




**ABILITY
      TO CONTINUE AS A GOING CONCERN**





As
      shown
      in the consolidated financial statements for the quarter ended March 31, 2005,
      the Company has incurred recurring losses from operations, has a deficit book
      value, is the subject of numerous law suits, has all of its assets fully
      pledged, has a negative cash flow from operations that has created 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.




**Forward
      Looking Statements**





The
      information herein contains certain forward looking statements within the
      meaning of §27A of the Securities Act of 1933, as amended and § 21E of the
      Securities Exchange Act of 1934, as amended, which are intended to be covered
      by
      the safe harbors created thereby. Investors are cautioned that all forward
      looking statements involve risks and uncertainty, including without limitation,
      the ability of the Company to continue its current expansion strategy, changes
      in the fashion and clothing markets, labor and employee benefits, as well as
      general market conditions, competition and pricing. Although the Company
      believes that the assumptions underlying the forward looking statements
      contained herein are reasonable, any of the assumptions could be inaccurate,
      and
      therefore, there can be no assurance that the forward look statements included
      in this Form 10-QSB will prove to be accurate. In view of the significant
      uncertainties inherent in the forward looking statements included herein, the
      inclusion of such information should not be regarded as a representation by
      the
      company or any other person that the objectives and plans of the Company will
      be
      achieved.





**Risk
      Factors**





**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 teams’ ability to
      anticipate trends and fashions that will 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.** 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
      events, 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.




12
 *Table
          of Contents*





**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 events, 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 was damaged or destroyed and we were unable to obtain replacement
      raw
      materials, our ability to generate earnings may be negatively impacted. In
      addition, if we decide to change a key element of the design 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.





**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 expand. 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, or 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 manufacturers are contractually required to comply with such 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 the manufacturers of their products.
      While
      we do not control their employee's employment conditions or the manufacturer's
      business practices, and the manufacturers act in their own interest, they may
      act in a manner that results in a negative public perception of us 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 impair the value of the Company’s
      stock because of significant dilution.** The most
      significant risk relating to our business is the dilution of the Company’s
      common stock, as the Company at this time is relying heavily on the issuance
      of
      S-8 shares of its common stock to pay its advisors and employees.





**ITEM
      3. CONTROLS AND PROCEDURES**




**Quarterly
      Evaluation of Controls**





As
          of the
          end of the period covered by this amendment of quarterly report on Form
          10-QSB/A, we evaluated the effectiveness of the design and operation of
          (i) our
          disclosure controls and procedures ("Disclosure Controls"), and (ii) our
          internal control over financial reporting ("Internal Controls"). This evaluation
          ("Evaluation") was performed by our President and Chief Executive Officer,
          Lei,
          Ming ("CEO") and Wang, Xiaojun, our Chief Financial Officer ("CFO"). In
          this
          section, we present the conclusions of our CEO and CFO based on and as
          of the
          date of the Evaluation, (i) with respect to the effectiveness of our Disclosure
          Controls, and (ii) with respect to any change in our Internal Controls
          that
          occurred during the most recent fiscal quarter that has materially affected,
          or
          is reasonably likely to materially affect our 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 our reports filed with the Commission under
          the
          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)
          our
          transactions are properly authorized, (ii) the Company's assets are safeguarded
          against unauthorized or improper use, and (iii) our transactions are properly
          recorded and reported, all to permit the preparation of complete and accurate
          financial statements in conformity with accounting principals generally
          accepted
          in the United States.


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**Limitations
      on the Effectiveness of Controls**





Our
          management does not expect that our Disclosure Controls or our 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 our Disclosure Controls and Internal Controls included
          a
          review of the controls' (i) objectives, (ii) design, (iii) implementation,
          and
          (iv) the effect of the controls on the information generated for use in
          this
          annual report. In the course of the Evaluation, the CEO and CFO sought
          to
          identify data errors, control problems, acts of fraud, and they sought
          to
          confirm that appropriate corrective action, including process improvements,
          was
          being undertaken. This type of evaluation is done on a quarterly basis
          so that
          the conclusions concerning the effectiveness of our controls can be reported
          in
          our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.
          The
          overall goals of these various evaluation activities are to monitor our
          Disclosure Controls and our Internal Controls, and to make modifications
          if and
          as necessary. Our external auditors also review Internal Controls in connection
          with their audit and review activities. Our intent in this regard is that
          the
          Disclosure Controls and the Internal Controls will be maintained as dynamic
          systems that change (including improvements and corrections) as conditions
          warrant.


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


**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 we
          are 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.


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**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





Securities
      and Exchange Commission v. David M. Wolfson, et al. On
      October 16, 2004 a civil complaint was filed by the Securities and Exchange
      Commission in which Dark Dynamite, Inc. was named as a respondent. The Company’s
      former president Gino Carlucci was also named as a respondent. The suit was
      filed in the United States District Court for the District of Utah and bears
      the
      docket number 2:03CV00914DAK and the style of the case is: “Securities and
      Exchange Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada
      corporation; Momentous Group, LLC, a Utah limited liability company; Leeward
      Consulting Group, LLC, a Utah limited liability company; Sukumo Limited, a
      company incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd.,
      Fujiwara Group, First Chartered Capital Corporation, First Colonial Trust,
      First
      China Capital and International Investment Holding); Michael Sydney Newman
      (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H.
      Robertson; Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited
      liability company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E.
      Blake; Jon R. Marple; Grateful Internet Associates, LLC, a Colorado limited
      liability company; Diversified Financial Resources Corporation, a Delaware
      corporation; John Chapman; Valesc Holdings, Inc., a New Jersey corporation;
      Jeremy D. Kraus; Samuel Cohen; Dark Dynamite, Inc., a Nevada corporation. The
      complaint alleges that the Company failed to accurately and fully disclose
      the
      nature of its relationship to The Sukumo Group, Inc., including the failure
      of
      Sukumo to complete the purchase of the shares and alleges that Sukumo acted
      as a
      selling agent for NCIH. The complaint also faults The Sukumo Group Inc.’s
      actions with regard to the sale of common stock to off shore purchasers for
      failing to disclose the interest that Sukumo had in each sale, reporting that
      it
      was taking a 1-2% commission on the sale rather than keeping 70% or more of
      the
      proceeds of each transaction. The Company has agreed to terms of settlement
      with
      the SEC, subject to final approval by the full Commission, providing for a
      cash
      payment in the sum of $30,000 to the SEC and the entry of consent decree
      prohibiting any future violations of the securities laws and regulations.
      Additional financial information in support of the settlement has been requested
      by the SEC and is expected to be supplied shortly after the filing of this
      quarterly report for this year.




Allen
      E. Weintraub vs. 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.


Allen
      E.
      Weintraub sold control of the Corporation 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 whereby he transferred control. This Complaint is based
      upon fraudulent documents that Mr. Weintraub alleges create additional debts
      and
      obligations which have been made the subject of both this case and the following
      litigation pending in the state of Utah. This case also raises the same issues
      filed in a prior state suit in Florida that was dismissed by Mr. Weintraub
      immediately prior to a hearing on the Company’s motion to dismiss the claims.
      Plaintiffs have filed a Motion to Dismiss this suit. A hearing date on the
      Motion is pending.





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 The Company has filed suit against Mr. Weintraub
      for
      breach of contract with respect to matters incidental to the sale of Dark
      Dynamite, including fraud for failure to disclose numerous liabilities of the
      Company prior to its sale to DHI, and his tortuous interference in the Company’s
      business operations. The Company also is seeking an injunction against Weintraub
      and all related entities in an effort to put a stop to this tortuous
      interference and claims based upon his fraudulent actions.





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**ITEM
      2. CHANGES IN SECURITIES AND USE OF PROCEEDS**





None.







**ITEM
      5. OTHER INFORMATION**





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 Two Million Five Hundred Thousand (2,500,000) to Two
      Thousand Five Hundred shares (2,500). All fractional shares that resulted from
      the reverse split will be rounded up to the next whole share. The effective
      date
      of the stock split was March 28, 2005.







**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





(1)
            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




Reports
      on Form 8-K




(1)
            On
                January 27, 2005, in three resolutions, the Board of Directors of
                the
                Registrant 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.






17
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          of Contents*




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, there
      unto duly authorized.




**DARK
                DYNAMITE, INC.**Date: November
                22, 2005
            By:
            /s/ Lei,
                MingLei,
                Ming
              President,
                CEO and Director






**DARK
                DYNAMITE, INC.**Date: November
                22, 2005
            By:
            /s/ Wang,
                XiaojunWang,
                Xiaojun
              CFO
                and Director







18