U.S. Securities and Exchange Commission
                           Washington, D.C. 20549

                                  FORM 10-QSB


[X]      Quarterly Report Under Section 13 or 15(d) of The Securities Exchange
         Act of 1934 for the Quarterly Period Ended June 30, 2004

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

Commission File Number: 000-17303


                              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)


           63 West 100 South, Second Floor, Salt Lake City, Utah 84101
           -----------------------------------------------------------
                    (Address of principal executive offices)

                               (801) 575-8073
                               --------------
                        (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 August 9, 2004:
         126,134,742
         Number of shares of preferred stock outstanding as of August 9, 2004:
         1,254,857.


<PAGE>



                              TABLE OF CONTENTS
               FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004
                        PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............5

ITEM 3.  CONTROLS AND PROCEDURES..............................................12

                          PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS....................................................12

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS............................13

ITEM 3.  DEFAULTS AGAINST SENIOR SECURITIES...................................13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................13

ITEM 5. OTHER INFORMATION.....................................................13

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................15

SIGNATURES....................................................................15

INDEX TO EXHIBITS.............................................................16



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                                     2

<PAGE>





ITEM 1.     FINANCIAL STATEMENTS

As used herein, the term "DDI," or the "Company" refers to Dark Dynamite, Inc.
formerly known as NCI Holdings, 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 June 30, 2004, and statement of operations, and statement of cash
flows for the interim period up to date of such balance sheets and the
comparable periods of the preceding year are attached hereto as Pages F-1
through F-5 and are incorporated herein by this reference.


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                                     3

<PAGE>



                    INDEX TO INTERIM FINANCIAL STATEMENTS

                                                                            Page

Consolidated Unaudited Condensed Balance Sheet June 30, 2004.................F-1

Consolidated Unaudited Condensed Consolidated Statements of Operations- For the
Three and Six Months Ended June 30, 2004 and 2003............................F-2

Consolidated Unaudited Condensed Statements of Cash Flows- For the
Six Months Ended June 30, 2004 and 2003......................................F-3

Consolidated Statement of Stockholders' Deficit for the Six Months Ended
June 30, 2004................................................................F-4

Notes to Consolidated Financial Statements...................................F-5

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                          INTENTIONALLY LEFT BLANK



                                      4

<PAGE>




                      DARK DYNAMITE, INC. AND SUBSIDIARIES
                             FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF June 30, 2004
================================================================================

                                                                 (Unaudited)
                                      ASSETS                    June 30, 2004
                                      ------                 -------------------

CURRENT ASSETS:
Cash and cash equivalents                                    $            86,085
Prepaid Expenses                                                           2,429
Inventory                                                                  1,000
                                                             -------------------
TOTAL CURRENT ASSETS                                                      89,514
                                                             -------------------

FIXED ASSETS:
Furniture and fixtures                                                    23,043
Accumulated depreciation                                                   (410)
                                                             -------------------
TOTAL CURRENT ASSETS                                                      22,633
                                                             -------------------

OTHER ASSETS:
Trademarks                                                                 1,005
                                                             -------------------
TOTAL OTHER ASSETS                                                         1,005
                                                             -------------------

TOTAL ASSETS                                                 $           113,152
                                                             ===================


                      LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses                        $            95,089
Shareholder payable                                                        1,103
                                                             -------------------
TOTAL CURRENT LIABILITIES                                                 96,192
                                                             -------------------

STOCKHOLDERS' (DEFICIT)
Preferred stock ($.10 par value, non-voting, 5,000,000                   125,486
shares authorized; 1,254,857 shares issued and
outstanding at June 30, 2004)
Common stock ($.001 par value, 5,000,000,000 shares                      101,473
authorized; 101,472,675 issued and outstanding at
June 30, 2004)
Common stock subscription receivable                                     (5,363)
Additional paid in capital                                            12,156,035
Retained (deficit)                                                  (12,360,671)
                                                             -------------------
TOTAL STOCKHOLDERS' EARNINGS                                              16,960
                                                             -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $           113,152
                                                             ===================


                 See Notes to Consolidated Financial Statements

                                       F-1

<PAGE>


                     DARK DYNAMITE, INC. AND SUBSIDIARIES
                             FKA NCI HOLDINGS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
            FOR THE THREE AND SIX MONTHS ENDED June 30, 2004 AND 2003
================================================================================


                          Three          Three           Six            Six
                      Months Ended   Months Ended   Months Ended   Months Ended
                      June 30, 2004  June 30, 2003  June 30, 2004  June 30, 2003
                      -------------  -------------  -------------  -------------
REVENUES:
Sales                 $           -  $           -  $           -  $           -
Cost of Sales                     -              -              -              -
                      -------------  -------------  -------------  -------------
  GROSS PROFIT                    -              -              -              -

EXPENSES:
Selling, general and
administrative              203,002         49,131        239,144        116,528
                      -------------  -------------  -------------  -------------
TOTAL EXPENSES              203,002         49,131        239,144        116,528
                      -------------  -------------  -------------  -------------

  OPERATING (LOSS)    $   (203,002)  $    (49,131)  $   (239,144)  $   (116,528)

OTHER EXPENSE:
Gain on early
forgiveness of
accounts payable to
governmental
authority                   106,500              -        106,500              -
Loss from impairment
of goodwill                       -              -    (3,490,000)              -
                      -------------  -------------  -------------  -------------

  NET (LOSS)          $    (96,502)  $    (49,131)  $ (3,622,644)  $   (116,528)
                      =============  =============  =============  =============

Net (loss) per share-
basic and fully
diluted               $     (0.001)  $     (0.150)  $     (0.080)  $     (0.360)
                      =============  =============  =============  =============
Weighted Average
Shares Outstanding       80,575,083        319,310     44,505,346        319,310
                      =============  =============  =============  =============










                See Notes to Consolidated Financial Statements

                                    F-2

<PAGE>



                      DARK DYNAMITE, INC. AND SUBSIDIARIES
                             FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED June 30, 2004 AND 2003
================================================================================

                                                     Six               Six
                                                Months Ended      Months Ended
                                                June 30, 2004     June 30, 2003
                                              ----------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net loss                                      $    (3,622,644)  $      (116,528)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Issuance of options for shares and services
of outside consultants                                 311,430               -0-
Loss from impairment of goodwill                     3,490,000               -0-
Depreciation                                               410               -0-
Issuance of options for services of former
officer                                                  9,808               -0-
(Increase) decrease in operating assets:
Prepaid expenses                                       (2,429)               -0-
Deferred consulting expense                                -0-          (93,117)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses                 (87,795)          (42,961)
Shareholder payable                                      1,103               -0-
Excess of outstanding checks over bank balance             -0-              (53)
                                              ----------------  ----------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES                                              99,883         (252,659)
                                              ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Cash paid for trademarks                               (1,005)               -0-
Purchases of fixed assets                             (13,043)               -0-
                                              ----------------  ----------------
NET CASH (USED IN) INVESTING ACTIVITIES               (14,048)               -0-
                                              ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Issuance of common shares to former officer                250               -0-
                                              ----------------  ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  250                 -
                                              ----------------  ----------------

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                             86,085         (252,659)
                                              ----------------  ----------------

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD                       $              -  $              -
                                              ================  ================

END OF THE PERIOD                             $         86,085  $      (252,659)
                                              ================  ================

SUPPLEMENTARY CASH FLOW INFORMATION OF
--------------------------------------
NON-CASH FINANCING:
-------------------
Common stock issued for purchase of fixed
assets and inventory                          $         10,000  $              -
                                              ================  ================
Common stock issued for purchase of goodwill         3,490,000  $              -
                                              ================  ================
Common stock issued for past services to pay
down accounts payable                         $          5,800  $              -
                                              ================  ================
Issuance of options for services of outside
consultants                                   $        311,430  $              -
                                              ================  ================
Issuance of options to former officer         $          9,808  $             -
                                              ================  ================

                 See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>


                      DARK DYNAMITE, INC. AND SUBSIDIARIES
                              FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      FOR THE SIX MONTHS ENDED June 30, 2004
================================================================================

<TABLE>
<S>                               <C>               <C>             <C>               <C>             <C>            <C>
                                                                                                                         Deficit
                                                                                                       Additional      accumulated
                                            Common Stock                    Preferred Stock             Paid-in          during
                                                                                                                       development
                                  --------------------------------  --------------------------------
                                       Shares           Amount           Shares           Amount         Capital          stage
                                  ----------------  --------------  ----------------  --------------  -------------  ---------------

Balances, January 1, 2004                2,419,775  $        2,420         1,254,857  $      125,486  $   8,427,800  $   (8,738,027)

Common stock issuances for
past services                            5,444,300           5,444                 -               -         24,698                -

Common stock issuances for
acquisition                             70,000,000          70,000                 -               -      3,430,000                -

Common stock issuance to
former officer                             250,000             250                 -               -              -                -

Issuance of options to
former officer for services                      -               -                 -               -          9,808                -

Issuance of options to outside
consultants                                      -               -                 -               -         21,913                -

Issuance of common shares to
outside consultants                     23,358,600          23,359                 -               -        241,816                -

Net loss for the period                          -               -                 -               -              -      (3,622,644)
                                  ----------------  --------------  ----------------  --------------  -------------  ---------------

Balances, June 30, 2004                101,472,675  $      101,473         1,254,857  $      125,486  $  12,156,035  $  (12,360,671)
                                  ================  ==============  ================  ==============  =============  ===============

</TABLE>



                 See Notes to Consolidated Financial Statements



                                     F-4

<PAGE>



                    DARK DYNAMITE, INC. AND SUBSIDIARIES
                           FKA NCI HOLDINGS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF JUNE 30, 2004


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
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. There were no adjustments required to net loss for the period presented
in the computation of diluted loss per share.


NOTE 4 - DEVELOPMENT STAGE COMPANY

The Corporation is in the development state as of June 30, 2004 and to date has
had no significant operations. Recovery of the Corporation's assets is dependent
on future events, the outcome of which is indeterminable. In addition,
successful completion of the Corporation's development program and its
transition, ultimately, to attaining profitable operations is dependent upon
obtaining adequate financing to fulfill its development activities and achieving
a level of sales adequate to support the Corporation's cost structure.








<PAGE>



NOTE 5 - GOING CONCERN AND UNCERTAINTY

The Corporation has experienced recurring losses from operations and has a
negative working capital as of June 30, 2004. In addition, the Corporation has
yet to generate an internal cash flow from its business operations, and it has
generated operating losses since its inception. These factors raise substantial
doubt as to the ability of the Corporation to continue as a going concern.

Management's plans with regard to these matters encompass the following actions:
1) obtain funding from new investors to alleviate the Corporation's working
capital deficiency, and 2) implement a plan to generate sales in the near term.
The Corporation's continued existence is dependent upon its ability to resolve
its liquidity problems and increase profitability in its current business
operations. The outcome, however, 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.



















                                    F-5

<PAGE>



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. formerly known as NCI Holdings Inc., ("DDI") a Nevada
corporation.

The following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. This Form 10-QSB includes
forward-looking statements that could differ from actual future results.
Statements that are predictive in nature that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," "thinks," and similar expressions
are forward- looking statements. These statements involve known and unknown
risks, uncertainties and other factors, including our ability to respond to
changing fashion trends, competition within our industry, our ability to manage
our growth and other factors described below, that may cause our actual results
and performance to be materially different from any future results or
performance expressed or implied by these forward-looking statements. Although
we believe that these statements are based upon reasonable assumptions, we
cannot assure you that our goals will be achieved. These forward-looking
statements are made as of the date of this Form 10-QSB, and we assume no
obligation to update or revise them or provide reasons why actual results may
differ. Factors that might cause such a difference include, but are not limited
to, openings in key management positions, miscalculation of the demand for our
products, effective management of our growth, failure to procure sales, ongoing
competitive pressures in the apparel industry, changes in the level of consumer
spending or preferences in apparel, our ability to attract and retain key
management personnel and/or other factors discussed in "Risks That May Affect
Results" and elsewhere in this Form 10-QSB.

Overview
Dark Dynamite is currently in the infancy stages of development. Dark Dynamite's
newly appointed president, Jared Gold, has begun the process of re-engineering
the Company as a lifestyle company that intends to produce clothing, candles,
body products, and various confections. Mr. Gold has begun the process of
developing the Company by acquiring Black Chandelier, Inc. in a related party
transaction during the quarter ended March 30, 2004. Black Chandelier, Inc. is a
newly formed Utah corporation that holds the right to produce garments under the
trademarked name Black Chandelier. The terms of acquisition are more fully
described below.
The acquisition of Black Chandelier is the first in a series of anticipated
transactions designed to grow Dark Dynamite into a multifaceted lifestyles
company. Commensurate with this goal, Dark Dynamite underwent a series of
changes including a name change from NCI Holdings, Inc. to Dark Dynamite, Inc.
which was accompanied by a change in it trading symbol from NCIH.OB to DRKD.OB.
The name change was effected to better reflect the anticipated future direction
of the company.
Dark Dynamite completed the design of its initial web site which can be located
at www.darkdynamite.com. We anticipate making substantial improvements to this
site as the Company grows. We are currently in the process of retaining a staff
to develop and produce various products. We expect to initially rely heavily on
an Employee Benefit Plan registered on a Form S-8 to hire, pay and retain key
employees, consultants and other permissible professionals that will play an
integral part in the future success of Dark Dynamite, Inc. Pursuant to the
Employee Benefit Plan. We anticipate issuing a substantial number of shares and
options for the benefit of Dark Dynamite, Inc. to employees, consultants, and
other personnel. Dark Dynamite is currently in the process of hiring, graphic
artists, illustrators, sales persons, marketing personnel, shipping personnel,
sample production staff, manufacturers, web commerce professionals and other
professionals who's skills and talents will aid in the advancement of the
Company and its products.

                                      5

<PAGE>



Dark Dynamite will endeavor to set itself apart from its competition by offering
something completely new: mass personalization. Extending a product to the
consumer that carries a welcoming personal aspect instead of the blank, loud,
and relentless. The heart of this effort will be the company's constant pursuit
of wonder and invention, reaching out with products that have been designed for
humor, comfort, and a sense of belonging. Dark Dynamite's concept of mass
personalization is founded in part upon three basic concepts as listed below:

Personalization of Self
The need for mass society to distinguish themselves can be explained by the
strong urge, whether outward or secret, to be special or different. Using the
corporation and its subsequent advertising and exposure through products, this
element can finally receive the dedication and focus it warrants. Reaching out
to people in the socially acceptable format of consumerism and offering a
vehicle within which one's true self can be realized; the delight of subtle
eccentricity.

Personalization of Space
Comfortable surroundings can be defined as an environment nested with items
definitive of one's individuality. This is difficult when most products and
media are focused on locking you into the ideals of their products. Dark
Dynamite will endeavor to offer alternatives, items designed with deliberateness
and wild inspiration.

Personalization of Image
Detaching from mass media will become an obsession, a defining turning point in
reference to individual consumerism. Creating a dedicated following for Dark
Dynamite, will feel like dedication to oneself, to the consumer. They also need
to reach out to others with this identity in the form of gifts, stationary,
personal style (clothing), and scents that represent their strength and the
newly found power of the individuality of their lives

The above concepts will be culminated into each division of Dark Dynamite
through which the strength of the whole will be defined. Dark Dynamite will use
the above philosophy as an integral part in acquiring and managing companies
with the intent of building its dossier as an expansive lifestyle company. The
products designed or the companies acquired will all be created or chosen in an
effort to create a similar aesthetic that will allow for cross engineering
product launches, press junkets, and sales facilities to effectively place the
company's image in the marketplace.

Plan of Operations
As of June 30, 2004, we have generated no revenue. We hope to generate revenue
in the next twelve months by focusing on the launch of our newly acquired trade
names. We plan to begin selling the Black Chandelier, Pink Chandelier and other
brands we acquire or create to retailers in the United States market by
September 31, 2004. Once trade name acquisitions have been completed. We plan to
begin shipping as early as October 2004. The original shipping date estimate was
August 2004, and has been moved back to accommodate a longer sales period. In
order to properly develop and market our new product lines, we will incur
additional expenses. Expenses relating to product development are reflected in
our statement of operations for the three and six months ended June 30, 2004.

                                    6

<PAGE>



The operating loss of $203,002 for the period represents legal, accounting
expenses and other expenses. The net loss of $96,502 is the result of
recognizing a gain on an anticipated early forgiveness of accounts payable to
governmental authority. The gain on early forgiveness of accounts payable to
governmental authority is a one time gain.
DDI believes that it can satisfy its cash requirements through December 31,
2004. DDI will need to raise additional funds by obtaining loans or raising
funds through the sale of stock to meet its needs over the next 12 months.
Alternately, DDI will continue to rely upon the issue of shares and options to
cover all permissible labor cost until sufficient resources are generated from
the sale of its products. DDI has plans to develop several products over the
next 12 months which include women's, men's, and children's apparel, scented
candles, confections, and linens as more fully described below.
DDI plans to finish the acquisition of the necessary equipment to complete a
sample room. Which will include specialized screen printing equipment,
additional computer stations, and office equipment, at an estimated cost not to
exceed $20,000.00. During the six months ended June 30th, 2004, DDI acquired
sewing and computer equipment, as well as furnishings for this sample room at a
cost of $23,043.00. We expect to complete leasehold improvements which could
exceed $200,000 for our office, warehouse, and sample room space which consist
of 4,704 sq.ft. We signed a lease for the term of 5 years. DDI 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 DDI's issued and outstanding
shares of preferred stock. DDI plans to hire an addition 3-6 employees or
advisors who will perform graphic arts, marketing, management, and logistics
functions.
The Company anticipates expanding its range of operations to further support its
definition as a heavily themed and artistically progressive lifestyle company.
Forward-looking plans are: supporting and managing fashion, beauty, and perfume
subsidiaries, as well as licensing opportunities associated with these
industries. At this time the Company is currently researching promising
acquisition possibilities or developing new concepts and/or products under the
guidance of its President, Jared Gold. The following companies have been
acquired or expected to be acquired over the next 12 months, or are new
divisions to be opened:

Black Chandelier, Inc.
Black Chandelier, Inc. is a newly formed entity and hasn't had any operations.
However, from 1998-2003 the clothing label Black Chandelier was consistently
manufacturing and selling clothing and fashion goods, designed by Jared Gold,
using the Black Chandelier trademark.
At the time of this report, the assembly of the Salt Lake City sample room has
been completed. Black Chandelier has purchased approximately $23,000 in
equipment to develop its sample room. Samples for the Spring 2005 collection are
near completion at the time of this report, and will be shipped to a sales
showroom shortly. A small group of screened T-shirts is included in this group
and will be offered as immediates to be shipped for Holiday 2004.
Douglas Little is no longer employed by the company and marketing plans are now
being formulated by Jared Gold. A press junket will coincide with the issuance
and availability of the initial press / investor packages released by Dark
Dynamite, Inc. Contract negotiations with a Los Angeles Publicity house" em
Productions"have been completed and the contract is attached to this document.
Jared Gold has met with many sales showrooms in Los Angeles and will place the
collection based on marketing strength, visibility, and connections with large
buyers and department stores.
The imminent opening of an accessory division requires sourcing for production,
distribution, and supply. Alexander and Wade, a consulting company in San Diego,
California, is under contract with the Company

                                     7

<PAGE>



and has assisted it with researching production options, new acquisitions, and
factoring support. Black Chandelier is also in negotiations with the development
and licensing of a hair care product line with a respected east coast producer.
With the departure of Little as an advisor for this division, this project will
now be moved back to mid- 2005 for development. Black Chandelier is currently
working with a Dark Dynamite contractor, to develop its website. The Black
Chandelier website is currently under construction. Plans to finish this site
were originally slated for June 15, 2004, but have been moved back due to the
complexity of the artwork and animation, the site will now be launched on August
25th.
With his long term dedication to education, designer of Black Chandelier Jared
Gold, will endeavor to document the development of all the products created for
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 element of the work will
allow investors, students, educators, and other curious onlookers a very
intimate view of the creation process. The first revenues of Black Chandelier
were not anticipated until the beginning of 2005, however with the possibilities
of Holiday immediates shipping as early as November 2004, revenues could be
booked as early as December 2004.



Pink Chandelier
The opening season of sales for Pink Chandelier Children's Wear will begin
September 2004. This label, a division of Black Chandelier, was originally
slated for development exclusively as screen printed, prefabricated item,
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. Juliann Law, a renowned children's book illustrator,
has been contracted to develop the identity of this collection. Gold, and Law
have completed artwork, and brand identity work is now completed.
The patterning has been completed by Janet Anderson, the professor of patterning
at the local community college. The last fabric for the collection has arrived
in the design room and the sampling process has begun. The research for a viable
showroom has been completed in Los Angeles. A viable showroom for this
collection will be chosen by the same stringent outlines as detailed in the
Black chandelier paragraph above. A small amount of showroom research was
completed by Little previous to his departure, however for the premier season of
this collection to save expenditures, a single showroom in Los Angeles will be
utilized. This collection is intended for large midrange retailers, but will
inevitably have a large presence in smaller high end children's boutiques. Due
to the nature of the production of this collection, order turn around will be
extremely fast. Immediates for Fall 2004 shipping should commence on November
15,2004 to assure the arrival of goods by holiday. A sales goal of $150,000.00
in gross sales for immediate shipment of goods under this division should be
completed by October 31, 2004 instead of the originally slated October 1, 2004.
This change will allow a maximum sales window for the collection. The complete
spring shipment is projected to generate approximately $250,000.00 in gross
revenues, including a re-cut of goods and immediates is scheduled to complete by
March 31 instead of the originally slated February 1, 2005 again to allow more
sales time.
The Company is currently working with a Dark Dynamite contractor, Coderocket, to
develop its website. The website originally slated for launch June 1, 2004, has
now been moved back to September 15th due to the delay caused by the complexity
of the Black Chandelier site.
The Genevieve
The Company is developing a line of products under the name The Genevieve. The
Genevieve is being groomed as a line of products tailored to generate mass
appeal through candles, body products and

                                     8

<PAGE>



confectionary. Douglas Little is no longer the director of sales and
distribution of The Genevieve. This role will now be taken over by a showroom
that specializes in the marketing, sales, and distribution of fine and eccentric
goods. Jared Gold has commenced research into viable candidates for this role.
Through these distribution channels we plan sales to exclusive large department
stores, boutiques, and online services and catalogs. At this time Cosmo
International, Inc., a Florida corporation has completed the final scent
formulas for the first candle group. Consumer testing of this group is nearing
completion. The sampling for this group has been delayed due to the departure of
Little.
At this time the Company has found viable manufacturing plants through a
contractor for these goods. This group originally slated for Holiday sales 2004
will now be moved back for an initial launch as early as March 2005. There are
nine candle products in this initial project. We plan to market five of the
candles for the 2005 Spring / Valentine's season. We plan to launch the
remaining four candle products in Fall 2005 for Holiday. Dark Dynamite has
already provided nominal funds for the development of The Genevieve candle line.
We are currently seeking $80,000 in additional capital to produce 3,000 pieces
for each of the initial five products in the line which will eventually be
comprised of nine products.
 Jared Gold has begun the final retooling of artwork and packaging and
development has begun for expansion products that will lead the company into
home wares and body products. Research for design of the bed linens collection
has been completed. Dream World Inc., a Utah corporation, will be contracted to
produce the bed linens for the Genevieve. Three unique design groups for this
line are near completion. This collection will be premiered in the first quarter
of 2005. Also, within this expansion are plans for confectionary production
under the Genevieve label. Dark Dynamite plans to hire at least one graphic
designer to work with the Genevieve to handle the anticipated increased
packaging design load. Dark Dynamite has hired web contractor Coderocket, to
begin the web development for The Genevieve concept. We expect to have the
Genevieve website completed by October 1st, 2004, as opposed to the original
date of July 1st, 2004. The delay is attributed to the development stages of the
products.
Fontanelle Consulting
Dark Dynamite Inc., intends to provide consulting services under the name
"Fontanelle Consulting." This consulting concept headed by Gold, can be engaged
via contract to help companies both large and small with packaging identity and
general marketing. The preferred method of payment is sales percentages for the
life of the product. The departure of Little from the company has resulted in a
loss of the original contracts with the hair product manufacturers. However,
Gold has secured two new opportunities and contracts negotiations are complete.
Project one is an illustration contract with New York's Fairchild Publications
which publishes such acclaimed magazines as "W"and "Women's Wear Daily." The
contract is for 6 illustrations to be completed by Gold for an editorial that is
in the works. Project two is an ongoing contract that will identify and brand a
startup company name "Saltimbocca." The company manufactures sauces and home
produced Italian foods. Fontanelle is currently looking to expand its staff by
hiring a graphic designer that will be shared with the Genevieve as well as a
marketing adviser. Fontanelle is currently working with a Dark Dynamite
contractor, Coderocket to develop its website, and will retain Coderocket as a
resource with which it will develop sites for its clients. This website will
list all past products and packaging Gold has developed as well as function as a
major promotion vector for the Company's services. The Fontanelle website is
currently operational at: www.fontanelleconsult.com.

RISKS THAT MAY AFFECT RESULTS

Factors that might cause our actual results to differ materially from the
forward-looking statements discussed elsewhere in this report, as well as effect
our ability to achieve our financial and other goals, include, but are not
limited to, the following:


                                     9

<PAGE>



RISKS RELATING TO OUR BUSINESS:
-------------------------------

1. 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.

2. 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 and to obtain an adequate supply of quality raw
materials on commercially reasonable terms, it could harm our business and
results of operations.

3. 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.

4. 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, Chief Executive Officer and majority shareholder. We do not carry
key person life 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.


                                    10

<PAGE>



5. We currently have no major facilities We currently operate our corporate
office in Salt Lake City, Utah and we have begun the architectural build-out of
our design studio and facilities. If we are unable to complete the build-out of
our facilities, our ability to generate revenues will be stifled.

6. 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.

7. 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. Currently, there is a general slowdown in the United States economy,
which has adversely affected consumer confidence and spending habits. The
outlook for the United States economy is uncertain and is directly affected by
global political factors that are beyond our control. Any escalation of military
action involving the United States could cause increased volatility in financial
markets, further adversely affecting consumer confidence and spending habits. If
current economic conditions do not improve, our business, financial condition
and results of operations could be adversely affected.

8. 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.

9. 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 the public's perceptions 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 result in negative public perceptions of us and/or employee
allegations or court determinations that we are jointly liable.


                                    11

<PAGE>



RISKS RELATING TO OUR COMMON STOCK:
-----------------------------------

1. Our stock price may fluctuate because of the minority number of shares that
can be publicly traded and the low average daily trading volumes. The majority
of our outstanding shares of common stock are not registered and are subject to
trading restrictions. As of August 10, 2004, 54,716,657 shares of our common
stock were available to be publicly traded. As a result, our average daily
trading volumes are normally not large, and our stock price is vulnerable to
market swings due to large purchases, sales and short sales of our common stock.

2. A principal shareholder controls the Company, and other shareholders may not
be able to influence the direction the Company moves. As of August 10, 2004,
Jared Gold, the President and Chief Executive Officer, beneficially owned
approximately 56% of the outstanding shares of our common stock. As a result, he
can control the election of directors and the outcome of issues submitted to the
shareholders. This may make it more difficult for a third party to acquire
shares, may discourage acquisition bids, and could limit the price that certain
investors might be willing to pay for shares of common stock. This concentration
of stock ownership may have the effect of delaying, deferring or preventing a
change in control of our Company.


ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13(a)-15(e)) pursuant to the Exchange Act Rule 13(a)-14. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective. No change
in our internal control over financial reporting occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

                        PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
No material changes have occurred to the legal proceedings therein since the
filing of the Company's 10-KSB for the year ended December 31, 2003, and the
10-QSB for the quarter ended March 31, 2004, except as reported herein below.
For more information, please see the Company's From 10-KSB for the year ended
December 31, 2003, filed March 9, 2004, and the Form 10-QSB for the quarter
ended March 31, 2004, filed May 19, 2004.

Securities and Exchange Commission v. David M. Wolfson, et al. On October 16,
--------------------------------------------------------------
2003, a civil complaint was filed by the Securities and Exchange Commission in
which NCI Holdings, Inc. was 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

                                     12

<PAGE>



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 Internent Associates, LLC, a Colorado limited
liability company; Diversified Financial Resources Corporation, a Delaware
corporation; John Chapman; Valesc Holdings, Inc., a New Jersey corporation;
Jeremy D. Kraus; Samuel Cohen; NCI Holdings, Inc., a Nevada corporation." The
complaint alleges that 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 and alleges that Sukumo
acted as a selling agent for the Company. The complaint also faults The Sukumo
Group Inc.'s actions with regard to the sale of common stock to offshore
purchasers for failing to disclose the interest that Sukumo had in each sale,
reporting that it was taking a 1-2% commission on the sale rather than keeping
70% or more of the proceeds of each transaction. The Company filed an answer and
is in the final stages of settlement discussions with the SEC regarding the
amount that the Company will pay to resolve the action and sign a consent decree
to resolve all matters raised by the suit.
David A. Sawyer and American Aeromotive Corporation v. Karl J. Schumer, Allen E.
--------------------------------------------------------------------------------
Weintraub, Vector Aeromotive Corporation, a Florida corporation and NCI
-----------------------------------------------------------------------
Holdings, Inc., a Nevada corporation.  On April 20, 2004, the Company was served
-------------------------------------
with a First Amended Complaint of this action that has been filed in the Circuit
Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case
No. 03-27316 CA (25). The 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 a failure of consideration, misrepresentations by Mr. Schumer
and Mr. Weintraub. The amount of damages sought by the Plaintiff is not
specified in the Amended Complaint.  The Company is at present unable to
understand or explain the basis upon which it has been added to the litigation
as a defendant. Management does not believe that it has any liability with
regard to the claims alleged 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 Defendant's claim against the Company f/k/a NCI
Holdings, Inc.
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 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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                      13

<PAGE>



ITEM 5. OTHER INFORMATION

Employment and Option Contracts

On May 21, 2004, the Company entered into an Employment Agreement with Alex
Bustos which provides for a base salary of $4,000 per month, payable in cash,
common or preferred stock of the Company, the form to be at the election of
Company, and benefits when they become available, in exchange for Mr. Bustos'
services as an Attorney for the Company. The term of the Agreement is for five
(5) years. As in-house counsel for the Company, Mr. Bustos provides the
following services: Legal counsel; securities law research; corporate filing and
document construction; contract construction; litigation; legal opinion; other
legal services; and merger and acquisition diligence. In addition, the Company
entered into a Stock Option Agreement with Mr. Bustos and issued a total of
13,000,000 options to purchase shares of the Company' s common stock. A portion
of the shares will vest every month over the one year term of the Agreement, at
a strike price which will be calculated at 75% of the bid price at the time of
exercise. The total number of options which may vest could be as many as
13,000,000 option shares over the term of the Agreement.
On May 26, 2004, the Company entered into an Advisory Agreement with Al
Pietrangelo. The Company agreed to pay Advisor a fee for services which is equal
to an initial fee of $5,000. Thereafter, Advisor will receive $3,000 per month
which may be satisfied by the Company issuing options, cash, or shares of the
company to satisfy the monthly fee. In addition, the Company entered into a
Stock Option Agreement with Mr. Pietrangelo and issued a total of 20,000,000
options to purchase shares of the Company' s common stock. A portion of the
shares will vest every month over the one year term of the Agreement, at a
strike price which will be calculated at 75% of the bid price at the time of
exercise. The total number of options which may vest could be as many as
20,000,000 option shares over the term of the Agreement. Mr. Pietrangelo's
services to the Company include: locating various confectionary and packaging
manufacturers; assisting the Company in obtaining product sales; location of
additional products or companies which the Company may deem beneficial to
acquire or enter into joint venture agreements with; other introductory
services.
On May 28, 2004, the Company entered into a Stock Option Agreement with Michael
Golightly granting him the right to purchase 4,000,000 shares of Common Stock.
The option to purchase all of the shares of the Company's common stock vested
immediately upon signing of the agreement. Mr. Golightly provides legal
representation for the Company in the litigation matter known as SEC v. David
Wolfson, et al, in which Dark Dynamite has been named as a party.
On June 10, 2004, the Company entered into an Employment Agreement with Guy Cook
in which he will work for the Company as an Accountant. The agreement provides
for a base salary of twenty-eight dollars per hour ($28), with an incentive
bonus of up to seven dollars per hour ($7) to be granted at the sole discretion
of the President of the Company. Payment of base salary may be in the form of
cash payments, stock awards of unrestricted stock or stock options, or in other
forms as agreed upon by the parties. Mr. Cook will provides the following
services to the Company: accounting services; consulting; advise and preparation
with respect to of financial documents, including the review of documents for
clients of the Company and its related entities. On July 28, 2004, the Company
entered into a Stock Option Agreement with employee Guy Cook, and issued a total
of 24,000,000 options to purchase shares of the Company' s common stock. A
portion of the shares will vest every month over the one year term of the
Agreement, at a strike price which will be calculated at 75% of the bid price at
the time of exercise. The total number of options which may vest could be as
many as 24,000,000 option shares over the term of the Agreement. Mr. Cook
provides accounting, consulting, and financial document preparation services for
the Company.
On June 7, 2004, the Company entered into an Advisory Agreement with Christopher
Larsen. The Agreement provides for the payment of $1,000 per month for a term of
12 months. The base fee will be satisfied with shares of the Company's common
stock registered pursuant to the Company's Employee Benefit Plan on Form S-8. In
addition, the Company entered into a Stock Option Agreement with Mr. Larsen and
issued a total of 6,000,000 options to purchase shares of the Company's common
stock. A portion of the shares will vest every month over

                                    14

<PAGE>



the one year term of the Agreement, at a strike price which will be calculated
at 75% of the bid price at the time of exercise.  The total number of options
which may vest could be as many as 6,000,000 option shares over the term of the
Agreement. Mr. Larsen provides the following services for the Company: design;
clothing production; sewing; outsourcing; fabric research; and production
management. On June 29, 2004, the Company entered into an Advisory Agreement
with Matthew Stevens. The Agreement provides for the payment of $1,000 per month
for a term of 12 months. The base fee will be satisfied with shares of the
Company's common stock registered pursuant to the Company's Employee Benefit
Plan on Form S-8. In addition, the Company entered into a Stock Option Agreement
with Mr. Stevens, and issued a total of 6,000,000 options to purchase shares of
the Company's common stock. A portion of the shares will vest every month over
the one year term of the Agreement, at a strike price which will be calculated
at 75% of the bid price at the time of exercise. The total number of options
which may vest could be as many as 6,000,000 option shares over the term of the
Agreement. Mr. Stevens' services to the Company include: maintenance of all
websites associated with the company and its subsidiaries, including but not
limited to: Black Chandelier, Dark Dynamite, The Genevieve, Fontanelle
Consulting, and Pink Chandelier. Mr. Stevens also provides the following website
services: initial design; domain registration; maintenance; updating; problem
solving; efficiency; and electronic marketing and awareness.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits: Exhibits required to be attached by Item 601 of Regulation
         S-B are listed in the Index to Exhibits Beginning on page 16 of this
         Form 10-QSB, which is incorporated herein by reference.
         Reports on Form 8-K

         (1) Under a Form 8-K/A filed on June 7, 2004, NCIH filed financial
         statements required by the acquisition of Black Chandelier, Inc.
                                                       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: August 19, 2004                      /s/ Jared Gold
                                            ------------------------------------
                                            Jared Gold, CEO, CFO and Director

                                     15

<PAGE>



INDEX TO EXHIBITS

Exhibit           Page


0                 No.       Description
----------------- --------  ----------------------------------------------------
3(I)              *         Articles of Incorporation of the Company as
                            amended and bylaws are herein incorporated by
                            reference from the Company's Form S-3 filed December
                            22, 1995.
3(I)              *         Articles of Incorporation of the Company as
                            amended and incorporated by reference from the
                            Company's Form 8-K filed May 7, 2003.
3(I)              *         Articles of Incorporation of the Company as
                            amended and incorporated by reference from the
                            Company's Schedule 14C filed May 27, 2003.
3(I)              *         Amendment to Articles of Incorporation of the
                            Company, incorporated by reference from the
                            Company's Schedule 14C filed April 13, 2004,
                            changing the name of the Company to Dark Dynamite,
                            Inc. and increasing the number of authorized common
                            shares from 6,000,000 to 5,000,000,000.

Certifications

31(i)             18        Certification of Chief Executive Officer and Chief
                            Financial Officer.
32(i)             19        Statement required by 18 U.S.C. Section 1350, as
                            adopted pursuant to section 906 of the
                            Sarbanes-Oxley Act of 2002.

Additional Exhibits

99(i)             20        Employment contract dated May 21, 2004 between Alex
                            Bustos and the Company
99(ii)            23        Advisory Agreement dated May 26, 2004 between Al
                            Pietrangelo and the Company
99(iii)           27        Stock Option Agreement dated May 28, 2004 between
                            Michael Golightly and the Company.
99(iv)            29        Stock Option Agreement dated June 7, 2004 between
                            Christopher Larsen and the Company
99(v)             33        Stock Option Agreement dated July 28, 2004 between
                            Guy Cook and the Company
99(vi)            35        Advisory Agreement dated June 29, 2004 between
                            Matthew A. Stevens and the Company
99(vii)           40        Independent Client Service Agreement between
                            Alexander & Wade and the Company dated July 1, 2004.
99(viii)          43        Client Public Relations Agreement between em
                            Productions and the Company dated August 9, 2004.


                                      16

<PAGE>






Material Contracts

10(ii)            *         Employment Agreement dated May 13, 2004 between
                            Jared Gold and the Company. (Incorporated by
                            reference from the Company's Form 10-QSB for the
                            quarter ended March 31, 2004, filed on May 19, 2004
                            as Exhibit 10(ii)).
10(viii)          *         Advisory Agreement dated April 30, 2004 between
                            Juliann Law and the Company and incorporated by
                            reference from the Company's 10-QSB for the period
                            ended March 31, 2004 filed on May 19, 2004 as
                            Exhibit 10(viii).
10(ix)            *         Agreement dated April 1, 2004 between Alexander &
                            Wade and the Company is herein incorporated by
                            reference from the Company's Form 10 QSB for the
                            quarter dated March 31, 2004 filed on May 19, 2004
                            as Exhibit 10(ix).

* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.




















                                    17

<PAGE>



Exhibit 31(i)
                               CERTIFICATIONS

     I, Jared Gold, certify that:

     1. I have reviewed this quarterly Report on Form 10-QSB of Dark Dynamite
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     (d) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     Date: August 19, 2004   /s/ Jared Gold
                            ----------------------------------
                            President, CEO and CFO, Jared Gold

                                    18

<PAGE>



     Exhibit 32(i)
                         CERTIFICATION PURSUANT TO
                            18 U.S.C. ss. 1350,
                          AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Dark Dynamite, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Jared
Gold, Sole Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:

        (1)     the Quarterly Report on Form 10-QSB of the Registrant, (the
                "Report") to which this certification is attached as an exhibit,
                fully complies with the requirements of Section 13(a) of the
                Securities Exchange Act of 1934; and

        (2)     the information contained in the Report fairly presents, in all
                material respects, the financial condition and result of
                operations of the Registrant.




/s/ Jared Gold
---------------
Jared Gold
CEO and CFO
August 19, 2004














                                      19

<PAGE>



Exhibit 99(i)
                             Employment Agreement

         AGREEMENT made this 21st day of May 2004, between Dark Dynamite, Inc.,
a Nevada corporation whose corporate headquarters are located in Salt Lake City,
Utah (herein after referred to as "Company"), and Alex M. Bustos, an individual
whose address is 6302 Elgin Ave. #272 Lubbock, TX 79413 (hereinafter referred to
as "Employee").

Employee desires to continue to be, employed by Company and Company desires to
employ Employee in a capacity in which Employee would serve as internal legal
counsel.

Now, therefore, it is agreed:

1.       Definitions:

As used in this Agreement:

(a) "Company" means Dark Dynamite, Inc., its successors and assigns, and any of
its present or future subsidiaries, or organizations controlled by, controlling,
or under common control with it.

(b) "Confidential Information" means any and all information disclosed or made
available to Employee or known by Employee as a direct or indirect consequence
of or through his employment by Company and not generally known in the industry
in which Company is or may become engaged, or any information related to
Company's products, processes, or services, including, but not limited to,
information relating to research, development, Plans and Inventions (as defined
below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.

(c) "Plans and Inventions" means discoveries, concepts, and ideas, whether
patentable or not, relating to any present or prospective activities of Company,
including, but not limited to, processes, methods, formulae, techniques,
devices, and any improvements to the foregoing.

(d) "Company Monthly Base Pay" means Employee's last monthly remuneration, prior
to termination of his employment with Company, before federal, state, and local
taxes and other withholding, but exclusive of extra compensation, such as that
attributable to bonuses, overtime, or employee retirement or pension benefits.

(e) "Conflicting Organization" means any person or organization engaged,
directly or indirectly, in the research, development, production, marketing or
selling of a Conflicting Product.

(f) "Conflicting Product" means any product, process, or service of any person
or organization, other than Company, in existence or under development, which
resembles, competes with or is marketed or offered for sale or lease to the same
or similar potential customers as a product, process, or service which is the
subject of research, development, production, marketing or selling activities of
Company.

2.      Duties:

The Employee shall be employed by Company and shall faithfully and to the best
of his ability perform


                                    20

<PAGE>



such duties and render such services as may be directed by Company, including,
but not limited to, the following:

         o        Legal counsel, securities law research, corporate filing
                  construction, contract construction, litigation research,
                  legal opinion, merger and acquisition diligence.

3.       Compensation, Term, and Termination:

As compensation for his services, Employee shall receive the following
compensation:

         o        A base salary of $4,000 per month, payable in cash, common or
                  preferred stock of the Company, the form to be at the election
                  of Company.

         o        Eligible for all employee benefits that are provided by the
                  Company to its employees, including health care and stock
                  option incentives.

         o        Reimbursement for all Company approved expenses, if submitted
                  to the Company within 45-days of incurring the expense.

         o        $10,000 signing bonus to be payable in stock options of the
                  Company.

This employment agreement shall continue for five (5) years from the effective
date of this agreement. At all times, this employment contract is subject to the
right of Company to terminate the employment on two weeks notice. Company shall
have the right to terminate such employment at any time in the event of default
or nonperformance by Employee of any of the provisions of this Agreement. In the
event of notice given by either party, Employee shall continue to work for
Company for the full notice period, if so requested by Company. Company reserves
the right at any time to pay to Employee his full salary for any required notice
period and to terminate his employment immediately or at any time during such
notice period.

4.       Benefits, Bonuses and Expenses:

(1) Company may provide for Employee benefits as it, in the sole discretion of
Company's Board of Directors, shall deem appropriate. Such benefits shall be
provided to Employee in such a manner as shall be determined by the Board of
Directors. (2) Company may pay to Employee bonuses as it, in the sole discretion
of Company's Board of Directors, shall deem appropriate. Employee acknowledges
that Company makes no assurance that a bonus, if any, will be awarded to
Employee for any services performed during any term of this employment contract.
(3) Additionally, Company may reimburse Employee for expenses as it, in the sole
discretion of Company's Board of Directors, shall deem appropriate. Such expense
reimbursements shall be paid to Employee as ordered by the Board of Directors.

5.      Disclosure of Confidential Information:

(a) Confidentiality. Except as required in the performance of his duties to
Company, Employee shall treat as confidential and shall not, directly or
indirectly, use, disseminate, disclose, publish, or otherwise make available any
Confidential Information or any portion thereof.

                                     21
<PAGE>

(b) Return of confidential information. Upon termination of his employment with
Company, all documents, records, notebooks, and similar repositories containing
Confidential Information, including copies thereof, then in Employee's
possession, whether prepared by him or others, shall be promptly returned to
Company. If at any time after the termination of employment Employee determines
that he has any Confidential Information in his possession or control, he shall
immediately return to Company all such Confidential Information, including all
copies and portions thereof.

6.       Binding Effect:

This Agreement shall be binding upon the parties hereto and upon their
respective executors, administrators, legal representatives, successors, and
assigns.

7.       Enforcement:

The formation, effect, performance and construction of this Agreement shall be
governed by the laws of the State of Utah of the United States of America.

8.       Entire Agreement and Waiver of Prior Rights:

This Agreement and any attachments hereto constitute the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, whether oral or written,
including, but not limited to, any prior agreement for compensation, in which
compensation has not been paid. By executing this agreement, Employee
acknowledges that he is waiving all rights granted by prior agreements. No
modification or claimed waiver of any of the provisions hereof shall be valid
unless in writing and signed by the duly authorized representative against whom
such modification or waiver is sought to be enforced.

9.       Other Rights:

Nothing contained in this Agreement shall be construed as conferring by
implication, estoppel, or otherwise upon either party any license or other right
except the licenses and rights expressly granted hereunder to that party.

10.      Acceptance:

Each party hereby accepts the licenses and rights granted to it by a party under
this Agreement subject to all of the terms and conditions of this Agreement.

In witness whereof, the parties have executed this Agreement on the day and year
first above written.

Employee: Alex M. Bustos                      Company: Dark Dynamite, Inc.



 /s/ Alex Bustos                              By: /s/ Jared Gold
------------------------                         -------------------------
Alex M. Bustos                                Name: Jared Gold
                                                   -----------------------
Individual                                    Office:
                                                     ---------------------



                                    22

<PAGE>



Exhibit 99(ii)
                            ADVISORY AGREEMENT

 THIS ADVISORY AGREEMENT ( the "Agreement") is made this 26th day of May 2004 by
and between Al Pietrangelo ("Advisor") and Dark Dynamite Inc., a corporation
with its offices located 268 West 400 South, Salt Lake City, Utah 84101 (the
"Company").

  WHEREAS, Advisor has experience in locating business opportunities and
numerous contacts with professionals that can be of assistance in growing the
Company; and

  WHEREAS, the Company desires to compensate Advisor to for his services to the
Company as set forth above and herein below.

  NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, and
Advisor agree as follows:

1.       Engagement

  The Company hereby agrees to compensate Advisor, effective as of the date
hereof ( the "Effective Date") as provided herein, for his assistance to the
Company and its related entities for the following services but not limited to:
assisting the Company with locating various confectionary manufacturers,
packaging manufacturers, assisting the Company in obtaining sales, location of
additional products or companies which the Company may deem beneficial to enter
into joint venture agreements or acquire, and other introductory services.

The Services were and are to be provided on a "best efforts" basis directly and
through Advisor or others employed or retained and under the direction of
Advisor ("Advisor's Personnel");

2.       Term

  This Agreement shall have a term of one year, and can be terminated at will by
either parties,

3.       Time and Effort of Advisor

  Advisor shall allocate time and Advisor's Personnel as he deems necessary to
  provide the Services. The particular amount of time may vary from day to day
  or week to week. Nonetheless, Advisor will submit a detailed invoice
  summarizing the services performed on a monthly basis.

4.       Compensation

  The Company agrees to pay Advisor a fee for services described herein which is
equal to an initial  fee


                                      23

<PAGE>



  of $5,000. Thereafter, Advisor will receive $3,000per month which may be
  satisfied by the Company issuing options, cash, or shares of the company to
  satisfy the monthly fee. The options shares or shares may be registered on a
  Form S-8 Registration Statement, if available.

  With respect to the above referenced issuances, the Company and Advisor
  stipulates that shares are being issued for services that were not in
  connection with the offer or sale of securities in a capital- raising
  transaction, and do not directly, or indirectly, promote or maintain a market
  for the Company's securities.

5.       Place of Services

  The Services provided by Advisor or Advisor's Personnel hereunder have been or
  will be performed at Advisor's offices except as otherwise mutually agreed by
  Advisor and the Company.

6.       Independent Contractor

  Advisor and Advisor's Personnel has acted and will continue to act as an
  independent contractor in the performance of its duties under this Agreement.
  Accordingly, Advisor will be responsible for payment of all federal, state,
  and local taxes on compensation paid under this Agreement, including income
  and social security taxes, unemployment insurance, and any other taxes due
  relative to Advisor's Personnel, and any and all business license fees as may
  be required. This Agreement neither expressly nor impliedly creates a
  relationship of principal and agent, or employee and employer, between
  Advisor's Personnel and the Company. Neither Advisor nor Advisor's Personnel
  are authorized to enter into any agreements on behalf of the Company.

7.       No Agency Express or Implied

  This Agreement neither expressly nor impliedly creates a relationship of
  principal and agent between the Company and Advisor, or employee and employer
  as between Advisor's Personnel and the Company.

8.       Indemnification

  Subject to the provisions herein, the Company and Advisor agree to indemnify,
  defend and hold each other harmless from and against all demands, claims,
  actions, losses, damages, liabilities, costs and expenses, including without
  limitation, interest, penalties and attorneys' fees and expenses asserted
  against or imposed or incurred by either party by reason of or resulting from
  any action or a breach of any representation, warranty, covenant, condition,
  or agreement of the other party to this Agreement.

9.       Remedies

  Advisor and the Company acknowledge that in the event of a breach of this
  Agreement by either party, money damages would be inadequate and the
  non-breaching party would have no adequate remedy at law. Accordingly, in the
  event of any controversy concerning the rights or obligations under this
  Agreement, such rights or obligations shall be enforceable in a court of
  equity by a decree of specific performance. Such remedy, however, shall be
  cumulative and nonexclusive and shall be in addition to any other remedy to
  which the parties may be entitled.





                                      24

<PAGE>



10.      Miscellaneous

  (A)    Subsequent Events. Advisor and the Company each agree to notify the
         ------------------
         other party if, subsequent to the date of this Agreement, either party
         incurs obligations which could compromise its efforts and obligations
         under this Agreement.

  (B)    Amendment. This Agreement may be amended or modified at any time and in
         ----------
         any manner only by an instrument in writing executed by the parties
         hereto.

  (C)    Further Actions and Assurances. At any time and from time to time, each
         -------------------------------
         party agrees, at its or their expense, to take actions and to execute
         and deliver documents as may be reasonably necessary to effectuate the
         purposes of this Agreement.

  (D)    Waiver. Any failure of any party to this Agreement to comply with any
         -------
         of its obligations, agreements, or conditions hereunder may be waived
         in writing by the party to whom such compliance is owed. The failure of
         any party to this Agreement to enforce at any time any of the
         provisions of this Agreement shall in no way be construed to be a
         waiver of any such provision or a waiver of the right of such party
         thereafter to enforce each and every such provision. No waiver of any
         breach of or noncompliance with this Agreement shall be held to be a
         waiver of any other or subsequent breach or noncompliance.

  (E)    Assignment. Neither this Agreement nor any right created by it shall be
         -----------
         assignable by either party without the prior written consent of the
         other or as stated herein.

  (F)    Notices. Any notice or other communication required or permitted by
         --------
         this Agreement must be in writing and shall be deemed to be properly
         given when delivered in person to an officer of the other party, when
         deposited in the United States mails for transmittal by certified or
         registered mail, postage prepaid, or when deposited with a public
         telegraph company for transmittal, or when sent by facsimile
         transmission charges prepaid, provided that the communication is
         addressed:


         (i)      In the case of the Company:   Dark Dynamite, Inc.
                                                268 West 400 South, Suite 300
                                                Salt Lake City, Utah 84101
                                                Telephone:        (801) 575-8073
                                                Telefax::         (801) 575-8092

         (ii)     In the case of Advisor:       Al Pietrangelo
                                                41 Howe Lane
                                                Freehold, NJ 07728
                                                Telephone:        (732)303-8124

     or to such other person or address designated in writing by the Company or
Advisor to receive notice.

  (G)    Headings. The section and subsection headings in this Agreement are
         ---------
         inserted for convenience only and shall not affect in any way the
         meaning or interpretation of this Agreement.


                                      25

<PAGE>




  (H)    Governing Law. This Agreement was negotiated and is being contracted
         --------------
         for in Utah, and shall be governed by the laws of the State of Utah,
         and the United States of America, notwithstanding any conflict-of-law
         provision to the contrary.

  (I)    Binding Effect. This Agreement shall be binding upon the parties hereto
         ---------------
         and inure to the benefit of the parties, their respective heirs,
         administrators, executors, successors, and assigns.

  (J)    Entire Agreement. This Agreement contains the entire agreement between
         -----------------
         the parties hereto and supersedes any and all prior agreements,
         arrangements, or understandings between the parties relating to the
         subject matter of this Agreement. No oral understandings, statements,
         promises, or inducements contrary to the terms of this Agreement exist.
         No representations, warranties, cove nants, or conditions, express or
         implied, other than as set forth herein, have been made by any party.

  (K)    Severability. If any part of this Agreement is deemed to be
         -------------
         unenforceable the balance of the Agreement shall remain in full force
         and effect.

  (L)    Counterparts.  A facsimile, telecopy, or other reproduction of this
         ------------
         Agreement may be executed simultaneously in two or more counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same instrument, by one or more parties
         hereto and such executed copy may be delivered by facsimile or similar
         instantaneous electronic transmission device pursuant to which the
         signature of or on behalf of such party can be seen.  In this event,
         such execution and delivery shall be considered valid, binding and
         effective for all purposes.  At the request of any party hereto, all
         parties agree to execute an original of this Agreement as well as any
         facsimile, telecopy or other reproduction hereof.

  (M)    Time is of the Essence. Time is of the essence of this Agreement and of
         -----------------------
         each and every provision hereof.


  IN WITNESS WHEREOF, the parties have executed this Agreement on the date above
written.

  The "Company"                                      "Advisor"
  Dark Dynamite, Inc.                                Al Pietrangelo
  A Nevada Corporation                               An Individual



  By: /s/ Jared Gold                                  /s/ Al Pietrangelo
      ---------------------                          --------------------
      Jared Gold, President                          Al Pietrangelo








                                      26

<PAGE>



Exhibit 99(iii)

                            STOCK OPTION AGREEMENT

  This Stock Option Agreement ("Stock Option Agreement") is granted this 28th
day of May 2004 by Dark Dynamite, Inc. (the "Company") to Michael Golightly, a
Utah resident ("Optionee").

                                   PREMISES

  A.     The Company has received valuable services from Optionee in the past
         and desires to compensate Optionee for these services by issuing
         Optionee an option (the "Option") to purchase a total of 4,000,000
         shares of the Company's common stock, par value $0.001 to be issued
         pursuant to a Form S-8 under the Securities Act of 1933 as amended
         ("Form S-8"). Optionee is hereby contractually bound to complete a
         minimum of 12 months services.
  B.     The exercise price of the Common Stock issuable on exercise of the
         options at the date of this grant shall be 75% of bid at close the day
         of exercise per share for the 4,000,000 shares.
  C.     These Options are being granted pursuant to the 2004 Benefit Plan,
         which is incorporated herein by this reference.

                                     GRANT

  1.     Grant of Options. The Company hereby irrevocably grants Optionee the
         -----------------
         right and option ("Option") to purchase all of the above described
         4,000,000 shares of Common Stock, on the terms and conditions set forth
         herein and subject to the provisions of the Stock Option Plan.

  2.     Vesting. The option to purchase all of the shares of the Company's
         --------
         common stock shall vest immediately upon signing of this agreement.

  3.     Term of Option.  This Option may be exercised, in whole or in part, at
         ---------------
         any time but before 1 year has elapsed from the date of this Option.

  4.     Method of Exercising. This Option may be exercised in accordance with
         ---------------------
         all the terms and conditions set forth in this Option and the Stock
         Option Plan, by delivery of a notice of exercise a form of which is
         attached hereto as Exhibit "A" and incorporated herein by this
         reference, setting forth the number of Options along with a signed
         letter of instruction to the stock broker Optionee will employ in
         selling the shares indicating that the specified exercise price shall
         be paid immediately upon the sale or otherwise within one week of
         Optionee's exercise of this Option.

  5.     Optionee Not an Affiliate. Optionee hereby represents, warrants and
         --------------------------
         covenants that he is not an affiliate of the Company as that term is
         defined in Rule 144(a)(1) under the Securities Act of 1933.

  6.     Availability of Shares. During the term of this Option, the Company
         -----------------------
         shall reserve for issuance the number of shares of Common Stock
         required to satisfy this Option.

  7.     Adjustments to Number of Shares. The number of shares of Common Stock
         --------------------------------
         subject to this Option shall be adjusted to take into account any stock
         splits, stock dividends, recapitalization of the Common Stock as
         provided in the Stock Option Plan.

  8.     Limitation on Exercise. If the board of directors of the Company, in
         -----------------------
         its sole discretion, shall


                                     27

<PAGE>



         determine that it is necessary or desirable to list, register, or
         qualify the Common Stock under any state or federal law, this Option
         may not be exercised, in whole or part, until such listing,
         registration, or qualification shall have been obtained free of any
         conditions not acceptable to the board of directors.

  9.     Restrictions on Transfer.  The Option has not been registered under the
         ------------------------
         Securities Act of 1933, as amended (the "Securities Act"), or any state
         securities statutes.  Optionee acknowledges that unless a registration
         statement with respect to the Option is filed and declared effective by
         the Securities and Exchange Commission and the appropriate state
         governing agency, the Option has or will be granted and issued in
         reliance on specific exemptions from such registration requirements for
         transaction by an issuer not involving a public offering and specific
         exemptions under the state statutes.  Any disposition of the Option
         may, under certain circumstances, be inconsistent with such exemption
         therefrom after the person desiring to sell provides an opinion of
         counsel or other evidence satisfactory to the Company to the effect
         that registration is not required. In some such states, specific
         conditions must be met or approval of the securities regulatory
         authorities required before any such offer or sale or other transfer
         thereof:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
          OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE
          BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
          WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

         The shares of Common Stock issuable on exercise of the Option will be
         qualified for registration under a Form S-8 Registration Statement to
         be filed with the Securities and Exchange Commission.

  10.    Record Owner. The Company may deem the Optionee as the absolute owner
         -------------
         of this Option for all purposes. This Option is exercisable only by the
         Optionee, or by the Optionee's duly designated appointed
         representative. This Option is not assignable.

  11.    Shareholder's Rights. The Optionee shall have shareholder rights with
         ---------------------
         respect to the Option shares only when Optionee has exercised this
         Option to purchase those shares and provided the Company with the
         letter of instruction specified in Section 4 of this Option.

  12.    Validity and Construction. The validity and construction of this
         --------------------------
         Agreement shall be governed by the laws of the State of Utah.

  IN WITNESS WHEREOF, the below signatures evidence the execution of this Option
by the parties on the date first appearing herein.

OPTIONEE                                              Dark Dynamite, INC.

/s/ Michael Golightly                                 /s/ Jared Gold
---------------------------                           --------------------------
Michael Golightly, Optionee                           Jared Gold, President





                                     28

<PAGE>



Exhibit 99(iv)
                            ADVISORY AGREEMENT

  THIS ADVISORY AGREEMENT ( the "Agreement") is made this 7th day of June, 2004
by and between Chris Larson ("Advisor") and Dark Dynamite Inc., a corporation
with its offices located 268 West 400 South, Salt Lake City, Utah 84101 (the
"Company").

  WHEREAS, Advisor has experience in design, clothing production, sewing,
outsourcing, fabric research, production management; and

  WHEREAS, the Company desires to compensate Advisor to for his services to the
Company as set forth above and herein below.

  NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, and
Advisor agree as follows:

1.       Engagement

  The Company hereby agrees to compensate Advisor, effective as of the date
hereof ( the "Effective Date") as provided herein, for his assistance to the
Company and its related entities for the following services but not limited to:
design, clothing production, sewing, outsourcing, fabric research, production
management

The Services were and are to be provided on a "best efforts" basis directly and
through Advisor or others employed or retained and under the direction of
Advisor ("Advisor's Personnel");

2.       Term

  This Agreement shall have a term of one year, and can be terminated at will by
either parties,

3.       Time and Effort of Advisor

  Advisor shall allocate time and Advisor's Personnel as he deems necessary to
  provide the Services. The particular amount of time will be defined as a
  minimum of 30 hours per week. Incentive shares or cash bonuses will be issued
  on a performance basis to be defined as but not limited to: overtime, travel,
  special events. Advisor will submit a detailed invoice summarizing the
  services performed on a monthly basis.

4.       Compensation

  The Company agrees to pay Advisor a fee for services described herein which is
  equal to a fee of $2,000per month which may be satisfied by the Company
  issuing options, cash, or shares of the


                                    29

<PAGE>



  company to satisfy the monthly fee. The options shares or shares may be
  registered on a Form S-8 Registration Statement, if available.

  With respect to the above referenced issuances, the Company and Advisor
  stipulates that shares are being issued for services that were not in
  connection with the offer or sale of securities in a capital- raising
  transaction, and do not directly, or indirectly, promote or maintain a market
  for the Company's securities.

5.       Place of Services

  The Services provided by Advisor or Advisor's Personnel hereunder have been or
  will be performed at Advisor's offices except as otherwise mutually agreed by
  Advisor and the Company.

6.       Independent Contractor

  Advisor and Advisor's Personnel has acted and will continue to act as an
  independent contractor in the performance of its duties under this Agreement.
  Accordingly, Advisor will be responsible for payment of all federal, state,
  and local taxes on compensation paid under this Agreement, including income
  and social security taxes, unemployment insurance, and any other taxes due
  relative to Advisor's Personnel, and any and all business license fees as may
  be required. This Agreement neither expressly nor impliedly creates a
  relationship of principal and agent, or employee and employer, between
  Advisor's Personnel and the Company. Neither Advisor nor Advisor's Personnel
  are authorized to enter into any agreements on behalf of the Company.

7.       No Agency Express or Implied

  This Agreement neither expressly nor impliedly creates a relationship of
  principal and agent between the Company and Advisor, or employee and employer
  as between Advisor's Personnel and the Company.

8.       Indemnification

  Subject to the provisions herein, the Company and Advisor agree to indemnify,
  defend and hold each other harmless from and against all demands, claims,
  actions, losses, damages, liabilities, costs and expenses, including without
  limitation, interest, penalties and attorneys' fees and expenses asserted
  against or imposed or incurred by either party by reason of or resulting from
  any action or a breach of any representation, warranty, covenant, condition,
  or agreement of the other party to this Agreement.

9.       Remedies

  Advisor and the Company acknowledge that in the event of a breach of this
  Agreement by either party, money damages will be adequate. Accordingly, in the
  event of any controversy concerning the rights or obligations under this
  Agreement, such rights or obligations shall be enforceable in a court of
  equity by a decree of specific performance. Such remedy, however, shall be
  cumulative and nonexclusive and shall be in addition to any other remedy to
  which the parties may be entitled.



                                    30

<PAGE>



10.      Miscellaneous

  (A)    Subsequent Events. Advisor and the Company each agree to notify the
         ------------------
         other party if, subsequent to the date of this Agreement, either party
         incurs obligations which could compromise its efforts and obligations
         under this Agreement.

  (B)    Amendment. This Agreement may be amended or modified at any time and in
         ----------
         any manner only by an instrument in writing executed by the parties
         hereto.

  (C)    Further Actions and Assurances. At any time and from time to time, each
         -------------------------------
         party agrees, at its or their expense, to take actions and to execute
         and deliver documents as may be reasonably necessary to effectuate the
         purposes of this Agreement.

  (D)    Waiver. Any failure of any party to this Agreement to comply with any
         -------
         of its obligations, agreements, or conditions hereunder may be waived
         in writing by the party to whom such compliance is owed. The failure of
         any party to this Agreement to enforce at any time any of the
         provisions of this Agreement shall in no way be construed to be a
         waiver of any such provision or a waiver of the right of such party
         thereafter to enforce each and every such provision. No waiver of any
         breach of or noncompliance with this Agreement shall be held to be a
         waiver of any other or subsequent breach or noncompliance.

  (E)    Assignment. Neither this Agreement nor any right created by it shall be
         -----------
         assignable by either party without the prior written consent of the
         other or as stated herein.

  (F)    Notices. Any notice or other communication required or permitted by
         --------
         this Agreement must be in writing and shall be deemed to be properly
         given when delivered in person to an officer of the other party, when
         deposited in the United States mails for transmittal by certified or
         registered mail, postage prepaid, or when deposited with a public
         telegraph company for transmittal, or when sent by facsimile
         transmission charges prepaid, provided that the communication is
         addressed:

         (i)      In the case of the Company:
                                                     Dark Dynamite, Inc. 268
                                                     West 400 South, Suite 300
                                                     Salt Lake City, Utah 84101
                                                     Telephone: (801) 575-8073
                                                     Telefax:: (801) 575-8092

         (ii)     In the case of Advisor:            Christopher Larson
                                                     3386 Birch Circle
                                                     Salt Lake City, UT 84124
                                                     Telephone: (801) 277-4584

     or to such other person or address designated in writing by the Company or
Advisor to receive notice.



                                      31

<PAGE>



  (G)    Headings. The section and subsection headings in this Agreement are
         ---------
         inserted for convenience only and shall not affect in any way the
         meaning or interpretation of this Agreement.

  (H)    Governing Law. This Agreement was negotiated and is being contracted
         --------------
         for in Utah, and shall be governed by the laws of the State of Utah,
         and the United States of America, notwithstanding any conflict-of-law
         provision to the contrary.

  (I)    Binding Effect. This Agreement shall be binding upon the parties hereto
         ---------------
         and inure to the benefit of the parties, their respective heirs,
         administrators, executors, successors, and assigns.

  (J)    Entire Agreement. This Agreement contains the entire agreement between
         -----------------
         the parties hereto and supersedes any and all prior agreements,
         arrangements, or understandings between the parties relating to the
         subject matter of this Agreement. No oral understandings, statements,
         promises, or inducements contrary to the terms of this Agreement exist.
         No representations, warranties, cove nants, or conditions, express or
         implied, other than as set forth herein, have been made by any party.

  (K)    Severability. If any part of this Agreement is deemed to be
         -------------
         unenforceable the balance of the Agreement shall remain in full force
         and effect.

  (L)    Counterparts.  A facsimile, telecopy, or other reproduction of this
         ------------
         Agreement may be executed simultaneously in two or more counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same instrument, by one or more parties
         hereto and such executed copy may be delivered by facsimile or similar
         instantaneous electronic transmission device pursuant to which the
         signature of or on behalf of such party can be seen.  In this event,
         such execution and delivery shall be considered valid, binding and
         effective for all purposes.  At the request of any party hereto, all
         parties agree to execute an original of this Agreement as well as any
         facsimile, telecopy or other reproduction hereof.

  (M)    Time is of the Essence. Time is of the essence of this Agreement and of
         -----------------------
         each and every provision hereof.


  IN WITNESS WHEREOF, the parties have executed this Agreement on the date above
written.

  The "Company"                             "Advisor"
  Dark Dynamite, Inc.                       Christopher Larson
  A Nevada Corporation                      An Individual



  By:  /s/ Jared Gold                       /s/ Christopher Larson
      ---------------------                 ----------------------
      Jared Gold, President                 Christopher Larson



                                    32

<PAGE>



Exhibit 99(v)
                           STOCK OPTION AGREEMENT

  This Stock Option Agreement ("Stock Option Agreement") is granted effective
this 28th day of July 2004 by Dark Dynamite, Inc. (the "Company") to Guy Cook,
an accountant of the Company ("Optionee") and a Utah resident.

                                  PREMISES

  A.     The Company has received valuable services from Optionee in the past,
         desires to retain his services for the future and desires to compensate
         and provide an incentive to the Optionee by issuing Optionee an option
         (the "Option") to purchase a total of Twenty Four Million (24,000,000)
         shares of the Company's common stock, par value $0.001, the options
         will have a floating option price set at 75% of the market price at the
         time of exercise, the options and shares issued subject to the options
         shall be issued pursuant to a registration statement on Form S-8 under
         the Securities Act of 1933 as amended ("Form S-8").

                                     GRANT

  1.     Grant of Options.   The Company hereby grants Optionee the right and
         -----------------
         option ("Option") to purchase the above described Twenty Four  Million
         (24,000,000) shares of Common Stock, on the terms and conditions set
         forth herein and subject to the provisions of the Form S-8 registration
         statement in exchange for services provided by Employee to the Company,
         2,000,000 options shall vest immediately upon the exercise hereof and
         thereafter 4,000,000 additional options shall vest on the 27th of each
         following month until all option rights have vested in the Optionee,
         however Optionee shall not be allowed to exercise any option rights
         that would result in Optionee holding more than 4.9% of the total
         issued and outstanding shares of the Company.

  2.     Term of Option. This Option may be exercised, in whole or in part, at
         ---------------
         any time, but before six (6) months have elapsed from the date of this
         Option. All rights to exercise this option end with the termination of
         employment with the Company, for any reason and by any party.

  3.     Method of Exercising. This Option may be exercised in accordance with
         ---------------------
         all the terms and conditions set forth in this Option and the Stock
         Option Plan, by delivery of a notice of exercise a form of which is
         attached hereto as Exhibit "A" and incorporated herein by this
         reference, setting forth the number of Options along with a signed
         letter of instruction to the stock broker Optionee will employ in
         selling the shares indicating that the specified exercise price shall
         be paid within 10 days of the sale or as otherwise specified at the
         time of exercise.

  4.     Optionee Not an Affiliate. Optionee hereby represents, warrants and
         --------------------------
         covenants that he is not an affiliate of the Company as that term is
         defined in Rule 144(a)(1) under the Securities Act of 1933.

  5.     Availability of Shares. During the term of this Option, the Company
         -----------------------
         shall reserve for issuance the number of shares of Common Stock
         required to satisfy this Option.



                                        33

<PAGE>



  6.     Adjustments to Number of Shares. The number of shares of Common Stock
         --------------------------------
         subject to this Option shall be adjusted to take into account any stock
         splits, stock dividends, recapitalization of the Common Stock as
         provided in the Stock Option Plan.

  7.     Limitation on Exercise. If the board of directors of the Company, in
         -----------------------
         its sole discretion, shall determine that it is necessary or desirable
         to list, register, or qualify the Common Stock under any state or
         federal law, this Option may not be exercised, in whole or part, until
         such listing, registration, or qualification shall have been obtained
         free of any conditions not acceptable to the board of directors.

  8.     Restrictions on Transfer. The Option has not been registered under the
         -------------------------
         Securities Act of 1933, as amended (the "Securities Act"), or any state
         securities statutes. The shares of Common Stock issuable on exercise of
         the Option will be qualified for registration under a Form S-8
         Registration Statement filed with the Securities and Exchange
         Commission.

  9.     Record Owner. The Company may deem the Optionee as the absolute owner
         -------------
         of this Option for all purposes. This Option is exercisable only by the
         Optionee, or by the Optionee's duly designated appointed
         representative. This Option is not assignable.

  10.    Shareholder's Rights. The Optionee shall have shareholder rights with
         ---------------------
         respect to the Option shares only when Optionee has exercised this
         Option to purchase those shares and provided the Company with the
         letter of instruction specified in Section 3 of this Option.

  11.    Validity and Construction. The validity and construction of this
         --------------------------
         Agreement shall be governed by the laws of the State of Utah.

  IN WITNESS WHEREOF, the below signatures evidence the execution of this Option
by the parties on the date first appearing herein.

OPTIONEE                                          Dark Dynamite, Inc.

/s/ Guy Cook                                      /s/ Jared Gold
------------------------                          ------------------------------
Guy Cook,  Optionee                               Jared Gold, President











                                      34

<PAGE>



Exhibit 99(vi)
                             ADVISORY AGREEMENT

  THIS ADVISORY AGREEMENT ( the "Agreement") is made this 29th day of June, 2004
by and between Matthew A. Stevens ("Advisor") and Dark Dynamite, Inc., a
corporation with its offices located 268 West 400 South, Salt Lake City, Utah
84101 (the "Company").

  WHEREAS, Advisor has experience in designing, operating and maintaining web
sites; and

  WHEREAS, the Company desires to compensate Advisor to for his services to the
Company as set forth above and herein below.

  NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, and
Advisor agree as follows:

1.       Engagement

  The Company hereby agrees to compensate Advisor, effective as of the date
hereof ( the "Effective Date") as provided herein, for his assistance to the
Company and its related entities for the following services but not limited to:
design and maintenance of all websites associated with the company and its
subsidiaries, including but not limited to; Black Chandelier, Dark Dynamite, The
Genevieve, Modern Alchemy, and Pink Chandelier. These duties include but are not
limited to initial design, domain registration, maintenance, updating, problem
solving, efficiency, electronic marketing and awareness.

The Services were and are to be provided on a "best efforts" basis directly and
through Advisor or others employed or retained and under the direction of
Advisor ("Advisor's Personnel");

2.       Term

  This Agreement shall have an initial term of twelve (12) months (the "Primary
  Term"), commencing with the Effective Date. At the conclusion of the Primary
  Term this Agreement may be extended by mutual consent of the parties on such
  terms as to which they may mutually agree.

3.       Time and Effort of Advisor

  Advisor shall allocate time and Advisor's Personnel as he deems necessary to
  provide the Services. The particular amount of time may vary from day to day
  or week to week. Nonetheless, Advisor will submit a detailed invoice
  summarizing the services performed on a monthly basis.






                                       35

<PAGE>



4.       Compensation

  The Company agrees to pay Advisor a fee for services described herein which is
  equal to an initial fee of $1,000 to retain Advisor and the subsequent payment
  of $1,000 per month. The initial fee and subsequent monthly payments will be
  satisfied through the delivery of shares of common stock to be issued on
  monthly basis without restriction pursuant to a Form S-8 Registration
  Statement. In addition, Advisor will receive a total of 6,000,000 million
  options to purchase shares of the Company's $.001 par value common stock as an
  incentive.

  The stock options will vest as follows: 500,000 options vesting upon the
  signing of this agreement and 500,000 options vesting every 30 days
  thereafter, provided that the Board of Directors at its sole discretion
  remains satisfied with the level of service being provided by Advisor and
  Advisor fulfills his obligations under this Agreement.

  The exercise price will be set at 75% of bid at the close of day on the day
  the options are exercised. The complete terms of the options granted herein
  are outlined in the Stock Option Agreement attached hereto as Exhibit A.

  With respect to the above referenced issuances, the Company and Advisor
  stipulates that shares are being issued for services that were not in
  connection with the offer or sale of securities in a capital- raising
  transaction, and do not directly, or indirectly, promote or maintain a market
  for the Company's securities. The Company further stipulates that Matthew
  Stevens is not an officer, director, or otherwise a control person of the
  Corporation.

5.       Place of Services

  The Services provided by Advisor or Advisor's Personnel hereunder have been or
  will be performed at Advisor's offices except as otherwise mutually agreed by
  Advisor and the Company.

6.       Independent Contractor

  Advisor and Advisor's Personnel has acted and will continue to act as an
  independent contractor in the performance of its duties under this Agreement.
  Accordingly, Advisor will be responsible for payment of all federal, state,
  and local taxes on compensation paid under this Agreement, including income
  and social security taxes, unemployment insurance, and any other taxes due
  relative to Advisor's Personnel, and any and all business license fees as may
  be required. This Agreement neither expressly nor impliedly creates a
  relationship of principal and agent, or employee and employer, between
  Advisor's Personnel and the Company. Neither Advisor nor Advisor's Personnel
  are authorized to enter into any agreements on behalf of the Company.

7.       No Agency Express or Implied

  This Agreement neither expressly nor impliedly creates a relationship of
  principal and agent between the Company and Advisor, or employee and employer
  as between Advisor's Personnel and the Company.



                                     36

<PAGE>



8.       Indemnification

  Subject to the provisions herein, the Company and Advisor agree to indemnify,
  defend and hold each other harmless from and against all demands, claims,
  actions, losses, damages, liabilities, costs and expenses, including without
  limitation, interest, penalties and attorneys' fees and expenses asserted
  against or imposed or incurred by either party by reason of or resulting from
  any action or a breach of any representation, warranty, covenant, condition,
  or agreement of the other party to this Agreement.

9.       Remedies

  Advisor and the Company acknowledge that in the event of a breach of this
  Agreement by either party, money damages would be inadequate and the
  non-breaching party would have no adequate remedy at law. Accordingly, in the
  event of any controversy concerning the rights or obligations under this
  Agreement, such rights or obligations shall be enforceable in a court of
  equity by a decree of specific performance. Such remedy, however, shall be
  cumulative and nonexclusive and shall be in addition to any other remedy to
  which the parties may be entitled.

10.      Miscellaneous

  (A)    Subsequent Events. Advisor and the Company each agree to notify the
         ------------------
         other party if, subsequent to the date of this Agreement, either party
         incurs obligations which could compromise its efforts and obligations
         under this Agreement.

  (B)    Amendment. This Agreement may be amended or modified at any time and in
         ----------
         any manner only by an instrument in writing executed by the parties
         hereto.

  (C)    Further Actions and Assurances. At any time and from time to time, each
         -------------------------------
         party agrees, at its or their expense, to take actions and to execute
         and deliver documents as may be reasonably necessary to effectuate the
         purposes of this Agreement.

  (D)    Waiver. Any failure of any party to this Agreement to comply with any
         -------
         of its obligations, agreements, or conditions hereunder may be waived
         in writing by the party to whom such compliance is owed. The failure of
         any party to this Agreement to enforce at any time any of the
         provisions of this Agreement shall in no way be construed to be a
         waiver of any such provision or a waiver of the right of such party
         thereafter to enforce each and every such provision. No waiver of any
         breach of or noncompliance with this Agreement shall be held to be a
         waiver of any other or subsequent breach or noncompliance.

  (E)    Assignment. Neither this Agreement nor any right created by it shall be
         -----------
         assignable by either party without the prior written consent of the
         other or as stated herein.

  (F)    Notices. Any notice or other communication required or permitted by
         --------
         this Agreement must be in writing and shall be deemed to be properly
         given when delivered in person to an officer of the other party, when
         deposited in the United States mails for transmittal by certified or
         registered mail, postage prepaid, or when deposited with a public
         telegraph company for transmittal, or when sent by facsimile
         transmission charges prepaid, provided that the communication is


                                        37

<PAGE>



         addressed:


         (i)      In the case of the Company:
                                                     Dark Dynamite, Inc. 268
                                                     West 400 South, Suite 300
                                                     Salt Lake City, Utah 84101
                                                     Telephone: (801) 575-8073
                                                     Telefax:: (801) 575-8092


         (ii)     In the case of Advisor:            Matthew Stevens
                                                     132 North 400 West
                                                     Kaysville, UT 84037
                                                     Telephone: (801) 544-7568

     or to such other person or address designated in writing by the Company or
Advisor to receive notice.

  (G)    Headings. The section and subsection headings in this Agreement are
         ---------
         inserted for convenience only and shall not affect in any way the
         meaning or interpretation of this Agreement.

  (H)    Governing Law. This Agreement was negotiated and is being contracted
         --------------
         for in Utah, and shall be governed by the laws of the State of Utah,
         and the United States of America, notwithstanding any conflict-of-law
         provision to the contrary.

  (I)    Binding Effect. This Agreement shall be binding upon the parties hereto
         ---------------
         and inure to the benefit of the parties, their respective heirs,
         administrators, executors, successors, and assigns.

  (J)    Entire Agreement. This Agreement contains the entire agreement between
         -----------------
         the parties hereto and supersedes any and all prior agreements,
         arrangements, or understandings between the parties relating to the
         subject matter of this Agreement. No oral understandings, statements,
         promises, or inducements contrary to the terms of this Agreement exist.
         No representations, warranties, cove nants, or conditions, express or
         implied, other than as set forth herein, have been made by any party.

  (K)    Severability. If any part of this Agreement is deemed to be
         -------------
         unenforceable the balance of the Agreement shall remain in full force
         and effect.

  (L)    Counterparts. A facsimile, telecopy, or other reproduction of this
         -------------
         Agreement may be executed simultaneously in two or more counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same instrument, by one or more parties
         hereto and such executed copy may be delivered by facsimile or similar
         instantaneous electronic transmission device pursuant to which the
         signature of or on behalf of such party can be seen. In this event,
         such execution and delivery shall be considered valid, binding and
         effective for all


                                        38

<PAGE>



         purposes. At the request of any party hereto, all parties agree to
         execute an original of this Agreement as well as any facsimile,
         telecopy or other reproduction hereof.

  (M)    Time is of the Essence. Time is of the essence of this Agreement and of
         -----------------------
         each and every provision hereof.





  IN WITNESS WHEREOF, the parties have executed this Agreement on the date above
written.

  The "Company"                             "Advisor"
  Dark Dynamite, Inc.                       Matthew A. Stevens
  A Nevada Corporation                      An Individual



  By: /s/ Jared Gold                        /s/ Matthew Stevens
      ---------------------                 -------------------
      Jared Gold, President                 Matthew A. Stevens
















                                     39

<PAGE>



Exhibit 99(vii)
                    INDEPENDENT CLIENT SERVICE AGREEMENT

This Agreement is made and entered into by and between Dark Dynamite, Inc.
(OTCBB:DRKD) ,268 West 400 South, Ste 301, Salt Lake City, Utah 84101, Cell
801-918- 3433 , fax number 801-575-8092, email: darkgift3@hotmail.com ,
(hereinafter "Client") and Alexander & Wade, Inc., (hereinafter "Contractor")
with principal offices at 8880 Rio San Diego Drive, 8th Floor, San Diego, CA
92108, telephone number 619-209-6049, fax number 619- 209-6079, email:
faz@theawi.com . Whereas, Contractor declares it is engaged in an independent
business, and has complied with all federal, state and local laws regarding
business permits, insurances and licenses of any kind that may be required to
carry out said business and the tasks to be performed under this Agreement.
Contractor also declares that it has and does provide similar product or
services to other Clients in addition to contract services provided to Client.
Whereas, Contractor operates a legitimate business and desires to provide
services for Client as set forth herein. THEREFORE, IN CONSIDERATION OF THE
FOREGOING REPRESENTATIONS AND THE FOLLOWING TERMS AND CONDITIONS, THE PARTIES
AGREE:
         1. SERVICES TO BE PERFORMED. Client engages Contractor and Contractor
agree to:

a. Advise and assist in reviewing Client's customer business portfolios and
other business assets.

b. Advise, assist and provide business contacts to Client for possible sales of
products.

c. Advise, assist and provide business management and infrastructure consulting
services.

         2. TERMS OF PAYMENT. Client shall pay Contractor for the above
described services, as the same are reasonably and acceptably provided and
within five (5) days after receipt of a detailed invoice or billing therefore.
Payments are to be made, costs and fees to be reimbursed and prices to be
charged as follows until otherwise agreed in writing:

a. Client will pay Contractor a non-refundable consultant fee in cash payment of
$15,000 on a monthly basis commencing on July 1, 2004. The payment terms of this
agreement shall expire on or about December 31, 2004.

b. Conversion of Consulting Fee of Client's Common Stock If Applicable. At the
options of the Contractor, any outstanding unpaid consulting fee shall be
convertible, at any time and from time to time, into such number of fully paid
and non-assessable shares of the client's Common Stock by the Conversion Price
(as defined below) in effect at the time of conversion. The Conversion Price at
which shares of Common Stock shall be deliverable upon written conversion
request by Contractor. Each conversion request shall be less than 5% of the
outstanding issued common stock of the corporation. The Conversion Price shall
be the lower of (i) 110% of the average Closing Bid Price of the shares of
Common Stock for the three (3) trading days immediately preceding the Initial
Closing Date (as defined in the Securities Purchase Agreement) or (ii) 75% of
the average of the three lowest Closing Bid Prices of the shares of common Stock
for the thirty (30) trading days immediately preceding the Conversion Date (as
hereinafter defined). For purposes of these Articles of Amendment, the term
"Closing Bid Price" means, for any security as of any date, the closing bid
price on the principal securities


                                     40

<PAGE>



exchange or trading market where the Common Stock is listed or traded as
reported by Bloomberg, L.P. ("Bloomberg") or, if applicable, the closing bid
price of the Common Stock in the over-the-counter market in the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price is reported for the Common Stock by Bloomberg, then the average of the bid
prices of any market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc. "Trading Day" shall mean any day on which
the Corporation's Common Stock is traded for any period on the principal
securities exchange or other securities market on which the Common Stock is then
being traded.

         3. EXPENSES AND EXPENSE REIMBURSEMENT. Client shall reimburse
Contractor and make payment for requested or necessary pre-approved travel and
expenses from Contractor's home base. Any such charges or requests for
reimbursement for these agreed charges shall be invoiced and may be paid
separately by Client either to Contractor or to the independent supplier for
which reimbursement is sought.
Client shall reimburse contractor a Hiring Fee of $100,000, in the event the
Client hires or retains any of the Contractor's consultants or staffs within
twelve months from the termination date of this agreement. This fee shall be
payable 5 days after the receipt of an invoice. Client acknowledges the
Contractor is not an Attorney nor a Certified Public Accountant or an Auditor.
Client must seek their own Attorney and Certified Public Accountant for opinions
and consents. Any expenses arise from these professional firms shall be the
responsibilities of the Client.

         4. CONTROL. Contractor retains the sole and exclusive right to control
or direct the manner or means by which the work described herein is to be
performed. Client retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions herein.

         5. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but are not limited to FICA, FUTA, federal personal income tax, state personal
income tax, state disability insurance tax, and state unemployment insurance
tax. Contractor represents and covenants that it has and will file and pay all
such payroll, self employment, employment, worker's compensation, withholding
and other taxes and reports as the same might be legally due and payable to all
applicable state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the payment or filing for any and all such taxes, penalties and interest.
Contractor represents that its federal employer identification number is
88-0484416.

         6. WORKER'S COMPENSATION. No workers compensation insurance has been or
will be obtained by Client on account of Contractor or Contractor's employees.
Contractor shall register and comply with all applicable workers' compensation
laws in all applicable states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor and its employees.

         7. TERMINATION. This Agreement covers and relates to services to be
provided for approximately the next 180 days from the effective signing date
hereof. It may be renewed on a


                                     41

<PAGE>



monthly basis with the agreement of the parties. Either party may terminate this
agreement by providing the other party a written 15 days notice.

         8. The parties agree that a facsimile signature shall have the same
effect as an actual signature.


Agreed to be effective this 1st day of July 2004 at City of San Diego, San Diego
County, California.




Dark Dynamite, Inc.                          ALEXANDER & WADE, INC.
("CLIENT")                                   ("CONTRACTOR")




/s/ Jared Gold                              /s/ Francis A. Zubrowski
--------------------                        --------------------------
Signature                                   Signature

Jared Gold                                  Francis A. Zubrowski
--------------------                        --------------------------
Printed Name                                Printed name

President                                   CEO
Title                                       Title















                                     42

<PAGE>




Exhibit 99(viii)

August 9, 2004

Dark Dynamite Inc.
268 W. 400 South Ste. 300
Salt Lake City, UT 84101

CLIENT PUBLIC RELATIONS AGREEMENT

I am pleased to confirm our understanding whereby Dark Dynamite Inc. retains em
Productions, as its public relations and celebrity branding counsel.

As part of our public relations services, em Productions will seek to publicize
Dark Dynamite Inc. in a positive and constructive way. Our retainer covers: core
media relations, i.e. publicizing your organization through the major media;
newspapers, magazines, TV, wire, and appropriate business publications, along
with celebrity outreach and follow-up on product gifting. This Publicity will
include but will not be limited to: specific mailings, fielding public relations
phone calls, outreaching to stylists, placing garments for editorial photo
shoots, referring any sales questions to the appropriate showroom, collecting
and archiving successful print placement and photographs, expanding the scope of
visibility and media attention for Dark Dynamite Inc., and its subsidiaries
while maintaining the highest standards of respect for the original designs,
aesthetic and spirit of the products. A report will be generated every 30 days
with hourly details and a total record of confirmed, pending and pulled outreach
with entities necessary to achieve outlined goals. If additional services are
needed outside of the retainer (i.e. production of special events, special
projects, media training, writing of editorial pieces or speeches, speaking
engagements and/or conferences and lobbying at the national, state and local
levels) an additional fee will be negotiated. em Productions will use its best
efforts and judgment in the performance of all its services. However, you
understand and agree that it is not possible for em Productions to guarantee a
specific result from its services.

As compensation for em Productions services, Dark Dynamite Inc. shall pay em
Productions a monthly fee of $1,500.00. This compensation covers the
above-mentioned services inherent to the necessities of em Productions to
operate our business, i.e., rent, salaries, utilities, phone etc.

It is also agreed that you will pay all out-of-pocket expenses. These may
include postage, photocopying, messengers, printing, etc. em Productions will
use its best efforts to obtain your approval for any additional expenses in
excess of $100.00.

The term of the agreement shall commence on August 15, 2004 and continue for a
minimum period of one (1) year ending on August 1, 2005. At the end of the term,
this agreement shall continue on a month- to-month basis until it is canceled by
either party or re-negotiated. However, after a six (6) month period, an
assessment of work completed will be made, at this time either party may cancel
this agreement with a thirty (30) day cancellation notice in writing on your
part. If both parties are satisfied with the progress, another evaluation will
take place six (6) months later.


By execution of this agreement, you hereby also agree to defend, indemnify and
hold harmless em Productions, its partners and employees from and against any
and all claims, losses, damages, actions, liabilities or costs (including
reasonable attorney's fees) arising out of or relating to our work for you and
based upon our utilization of any information furnished by you to us, which
information we have your permission to use. The obligation to indemnify em
Productions is not terminated upon cancellation of this


                                     43

<PAGE>


agreement. em Productions will be held solely responsible for the samples
provided to us for the use in our public relations efforts on behalf of Dark
Dynamite Inc. The price for these items will be set at the replacement cost for
the original samples. All samples must be surrendered upon demand of Dark
Dynamite Inc.

You acknowledge that em Productions provides a valuable service by identifying
and assigning personnel for your work and that this is of substantial additional
value to you. You further acknowledge that em Productions would be deprived of
the benefit of its work force if you were to directly hire em Productions
personnel after they have been introduced to you by em Productions. Without the
prior written consent of em Productions, you shall not recruit or hire any
personnel of em Productions who are or have been assigned to perform work until
one (1) year after termination of this agreement.

Any and all claims or controversies arising out of or pertaining to any matter
contained in this retainer agreement shall be settled by arbitration in Los
Angeles, California before the Commercial Panel of the American Arbitration
Association under its then prevailing rules. The award of the arbitrators shall
be final and binding and judgment may be entered thereon in any court of
competent jurisdiction. The parties consent to the personal jurisdiction of the
Courts of the State of California. The arbitrator shall have the power to award
attorney's fees to the prevailing party. The arbitrator shall have no power to
award punitive or consequential damages to either party. Notwithstanding said
arbitration provision, if claim is made against em Productions in any legal
proceeding by a third party, em Productions may initiate the appropriate legal
proceeding against you to enforce their right under the indemnity provision set
forth above.

If this letter outlines our understanding, please sign a copy and return it to
us with your first month's retainer fee. It is our strict policy that we do not
begin any work until the contract and retainer are returned.

AGREED AND ACCEPTED                         AGREED AND ACCEPTED


/s/ Jared Gold                              /s/ Henri Myers
------------------                          --------------------
Jared Gold                                  Henri Myers
Black Chandelier                            em Productions



                                     44

<PAGE>