10KSB 1 form10ksb.htm DKDY 10KSB 12/31/2005 DKDY 10KSB 12/31/2005
 
 
 
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-KSB
 
 
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
For the annual period ended: December 31, 2005
Commission File Number: 001-10559
 
 
 
DARK DYNAMITE, INC.
(Exact name of registrant as specified in its charter.) 
 
 
 
Nevada
(State of other jurisdiction of
incorporation or organization)
65-1021346
(I.R.S. Employer Identification No.)
 
 
Pang Gong Site, 44 Hong Guang Road,
Xi An, P.R.China
(Address of principal executive offices)
710068
(Zip Code)
 
 
( 8629 ) 8436-8561
(Registrant’s telephone number including area code)
 
 
Securities registered under Section 12(b) of the Exchange Act:

None.

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

Common Stock, $.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or an amendment to this Form 10-KSB. x 

State issuer's net revenues for its most recent fiscal year: $424,535

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

Transitional Small Business Disclosure Format (check one): Yes o Nox 

Number of shares of common stock outstanding as of April 17, 2006: 45,089,068
Number of shares of preferred stock outstanding as of April 17, 2006:  3,340,500
 
 
 
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-KSB under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which the Company indicates by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussion under "Description of Business," including the "Risk Factors" described in that section, and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-KSB. The Company bases their forward-looking statements on information currently available to them, and the Company assumes no obligation to update them. Statements contained in this Form 10-KSB that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.
 
2
 
TABLE OF CONTENTS
 
Item 1.  
4
Item 2.  
7
Item 3.  
7
Item 4.  
8
 
 
 
 
PART I
 
 
 
 
Item 5.  
9
Item 6.
11
Item 7.  
13
 
 
 
 
PART II
 
 
 
 
Item 8.  
27
Item 8a.
27
Item 9.  
29
Item 10.
31
Item 11.
31
 
 
 
 
PART III
 
 
 
 
Item 12.
32
Item 13.
34
Item 14
36
Item 15 
37
 
Index to Exhibits
 
 
 
PART I

ITEM 1. DESCRIPTION OF BUSINESS

History

As used in this Annual Report, the terms "we", "us", "our," the “Registrant,” “DDI” and the "Company" means, Dark Dynamite, Inc., a Nevada corporation, formerly known as NCI Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector Aeromotive Corporation. These terms also refer to the Company’s subsidiaries corporation, Black Chandelier, Inc. ("Black Chandelier"), a Utah corporation originally incorporated in September 1987, and Shanxi Kai Da Lv You Gu Wen You Xian Gong Si ("Kai Da"), a corporation organized under the laws of the Peoples’ Republic of China (“Kai Da”) acquired in August 2005.

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

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

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

On October 3, 2005, the Company transferred a total of 4,990,000 shares of convertible preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less related expenses, and issued 100,000 new shares of common stock to Kai Da and/or the Kai Da shareholders in exchange for all of their shares of registered capital of Kai Da, which then became a wholly-owned subsidiary of the Company. After the closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the 4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000 shares of common stock, and transferred all of the 40,100,000 shares of common stock issued to them at the closing, pursuant to trust arrangements established under Chinese law, on a pro rata basis and in a Regulation S offering, to approximately 3,601 shareholders of Shanxi E Pang Gong Tourism Development Co., Ltd. (“E Pang Gong”), a limited liability company organized under the laws of the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and certain improvements associated with the E Pang Gong Theme Park in Xi’An, China. The E Pang Gong Theme Park and related improvements are the subject of a management contract with Kai Da, pursuant to which Kai Da manages the Theme Park assets and earns most of its revenues.
 
On March 17, 2005, the Company approved and submitted for filing with the Nevada Secretary of State’s Office a Certificate of Change Pursuant to NRS 78.209 to carry out a reverse stock split of the Company’s common stock on a one (1) for one thousand (1,000) basis. This action reduced the number of authorized shares of common stock from Five Billion (5,000,000,000) to Five Million (5,000,000), par value $0.0001 per share. All fractional shares that resulted from the reverse split are rounded up to the next whole share. The effective date of the stock split was March 28, 2005.
 

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

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

Subsequent Events
 
    On April 1, 2006, the Company executed an Agreement (the “Agreement”) between the Company and Diversified Holdings X, Inc. ("DHX"), a Nevada corporation, pursuant to which DHX tendered a cash purchase price of $100 and as well as assumption of certain liabilities in exchange for all outstanding shares of Black Chandelier, Inc. held by the Company. As a result of the transactions consummated at the closing, the purchase and issuance will give DHX a 'controlling interest' in Black Chandelier, Inc., and Black Chandelier will be no longer a wholly-owned subsidiary of the Company.

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

In connection with our Theme Park management, we have developed three primary business segments:
 
·  
Theme park admission and management
·  
Resorts
·  
Movie and television revenues

More information about the Company’s business can be found on the corporate website at http://www.qinepanggong.com.

THEME PARK BUSINESS
 
The Theme Park is located in a suburban area of Xi'an city, approximately 30 minutes away from downtown Xi'an. The city recently completed an upgrade of the road infrastructure called 'the Western 3rd Beltway' which enables our customers to travel a more direct and convenient route from the city. Xi'an was the capital city of six different dynasties in ancient China. The abundant cultural heritage is an attraction to a large number of domestic residents and international visitors. In 2004, there were over 650,000 people who visited from overseas and approximately 20,840,000 people visiting Xi'an from different providences inside China, an increase of 93.0% and 29.1% compared to 2003, respectively. The estimated tourism revenues in Xi'an were $1.9 billion during 2004.
 
As an important component to show China's culture in the Qin Dynasty, the Theme Park is popular to tourists, similar to the famous Qin Shi Huang’s Terra-cotta Warriors and Horses Museum, the Mausoleum of Qin Shi Huang. The Theme Park hosts a different atmosphere from a museum in that it is interactive and engaging for our customers. We utilize music and dance as a means to deliver the history of the site. The theme park was built as a 'to-scale' replica of the original palace based on the most reliable historical records and written legends, covering approximately 5.59 million square feet and consisting of several different structures such as the Front Palace, Qihe River, Magnetic Gate, Heaven Tower, Earth Temple, Lan-Chi Palace and Shang-Lin Garden. Each part has its own significance, which is interpreted by a series of dancing shows, such as the Ceremony for Qin Shi Huang’s Coronation, Departure of the Warriors, Battle of Unification, Assassination of JingKe, etc.
 
 
    In addition, the Company is developing another brand new large-scale outdoor Dinner Show Program for the culture of Qin Dynasty, which will be performed in the Front Palace area of the Theme Park. The Dinner Show will be designed as an opera and will reintroduce the Qin Dynasty dancing and songs from over 2,200 years ago. All the songs will be conducted by music professional familiar with the history of the site. During the show, we will provide tourists with a dinner of traditional Chinese cusine. We hope to transform the Theme Park beyond the educational and historical aspects to also include a multi-function entertainment center.

RESORTS BUSINESS
 
    The Six-state Hot Spring Resort (the “Resort”) is located inside the Theme Park and built in an ancient Chinese style to match the Theme Park. The Resort includes six sections, with approximately 187 suites, 1 conference room with the capacity to hold more than 600 persons, 7 middle-size conference rooms, 7 two-story buildings, 1 ballroom for 800 persons and 15 small-size banquet rooms. All the buildings are surrounded by gardens and some of them are connected by covered corridors.
 
    As is the case in many theme parks, it’s convenient for tourists to take a rest following their visit. In addition, the unique style and elegant surroundings give the Resort a special allure for meetings and events that leave a lasting impression. From small meeting rooms to grand-scale conference centers, we bring to every event a dedicated focus and unbridled enthusiasm. Whether our clients are planning a company strategy session, an intimate cocktail party or a celebratory banquet, they can enjoy the facilities of the Resort and always have our undivided attention.

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

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

Competition

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

Employees 
 
    The Company has hired approximately 210 full-time employees to operate the Theme Park and the Resort, of which 35 persons are on the management team. The other positions include waiters, waitresses, landscapers, maids, securities, cleaners, and so on. All the artists for the shows are subject to their respective performance contracts.
 
Reports to Security Holders
 
    The Company is not required to deliver an annual report to security holders and will not voluntarily deliver a copy of the annual report to security holders. If the Company should choose to create an annual report, it will contain audited financial statements. The Company intends to file all of its required information with the SEC. The Company plans to file its 10-KSB, 10-QSB, and all other forms that are or may become applicable with the SEC.
 
    The public may read and copy any materials that are filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The Public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The statements and forms filed by the Company with the SEC have been filed electronically and are available for viewing or copy on the SEC maintained Internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. The Internet address for this site can be found at http://www.sec.gov.

ITEM 2. DESCRIPTION OF PROPERTY

Kai Da is currently occupying an office of approximately 22,000 square feet inside the Theme Park. As of today’s date, Kai Da doesn’t need to pay for such occupation since it’s considered in partial compensation for the management services that Kai Da provides to the Theme Park.

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

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

ITEM 3. LEGAL PROCEEDINGS

Securities and Exchange Commission v. David M. Wolfson, et al. On October 16, 2003 a civil complaint was filed by the Securities and Exchange Commission in which NCI Holdings, Inc. (nka Dark Dynamite, Inc.) was named as a respondent. The Company’s former president Gino Carlucci was also named as a respondent. The suit was filed in the United States District Court for the District of Utah and bears the docket number 2:03CV00914DAK and the style of the case is: ASecurities and Exchange Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation; Momentous Group, LLC, a Utah limited liability company; Leeward Consulting Group, LLC, a Utah limited liability company; Sukumo Limited, a company incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First Chartered Capital Corporation, First Colonial Trust, First China Capital and International Investment Holding); Michael Sydney Newman (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson; Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple; Grateful Internet Associates, LLC, a Colorado limited liability company; Diversified Financial Resources Corporation, a Delaware corporation; John Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus; Samuel Cohen; NCI Holdings, Inc., a Nevada corporation. The complaint alleges that NCI failed to accurately and fully disclose the nature of NCI's relationship to The Sukumo Group, Inc., including the failure of Sukumo to complete the purchase of the shares and alleges that Sukumo acted as a selling agent for NCI. The complaint also faults The Sukumo Group Inc.'s actions with regard to the sale of common stock to off shore purchasers for failing to disclose the interest that Sukumo had in each sale, reporting that it was taking a 1-2% commission on the sale rather than keeping 70% or more of the proceeds of each transaction. The Company filed a motion to dismiss the complaint based upon a lack of jurisdiction and the failure of the complaint to adequately set forth the actions of the Company which form the basis of a cause of action against the Company that was denied by the Court. The Company filed an answer disputing the allegations of the complaint and has participated in some pre-trial discovery. The Company and the Government have agreed upon the terms of a settlement, the terms of which provide for the Company to pay the sum of $30,000 to the SEC. The SEC is currently reviewing the terms of a proposed consent decree in which the Company would neither admit nor deny the claims made in the complaint and be subject to an injunction prohibiting future violations of the securities laws and regulations, this review has been pending for more than 18 months with no report of expected action on the proposal and without any change in the status of the litigation impacting on Dark Dynamite, Inc..
 

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

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

Increase in the Number of Authorized Shares of the Common Stock

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

Upon the filing of the Amended Articles of Incorporation, the Company was authorized to issue 1,000,000,000 shares of common stock, $0.0001 par value per share. The number of authorized preferred shares will remain the same at 5,000,000 shares, with a $0.01 par value per share.

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

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

The increased capital will provide the Board of Directors with the ability to issue additional shares of stock without a further vote of the shareholders of the Company, except as provided under Nevada corporate law, or under the rules of any national securities exchange on which shares of stock of the Company are listed. Under the Company’s Articles of Incorporation, the Company stockholders do not have preemptive rights to subscribe to additional securities which may be issued by the Company, which means that current stockholders do not have a priority right to purchase any new issue of capital stock of the Company in order to maintain their proportionate ownership of the Company’s stock. In addition, if the Board of Directors elects to issue additional shares of stock, such issuance could have a dilutive effect on the earnings per share, voting power, and shareholdings of current stockholders.
 
In addition to the corporate purposes discussed above, the authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although this was not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the Company by causing such additional authorized shares to be issued to holders who might side with the Board in opposing a takeover bid that the Board of Directors determines is not in the best interest of the Company and our stockholders. The increased authorized capital therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increased capital may limit the opportunity for Company stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The increased authorized capital may have the effect of permitting the Company's current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company's business. However, the Board of Directors is not aware of any attempt to take control of the Company, and the Board of Directors did not approve the increase in the Company's authorized capital with the intent that it be utilized as a type of anti-takeover device.
 
 
    In authorizing additional shares of common stock the potential for dilution of existing shareholder interests is increased. If all shares of additional common stock to be authorized by the described amendment to the Articles of Incorporation were issued, the current shareholders would be diluted to less than 0.02% of the common stock issued and outstanding at that point in time.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is quoted on the Electronic Bulletin Board under the symbol, “DKDY.OB”. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Furthermore, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The high and low bid prices for the common stock for each quarter of the years ended December 31, 2004 and 2005 are as follows:

YEAR
 
QUARTER ENDING
 
LOW
 
HIGH
 
 
2004
 
March 31, 2004
 
$0.0120
 
$0.2500
 
 
June 30, 2004
 
$0.0039
 
$0.2400
 
 
September 30, 2004
 
$0.0015
 
$0.0065
 
  
December 31, 2004
 
 
 
 
(post -split)
 
  $0.0230
 
   $0.0300
 
2005
 
March 28, 2005
 
 
 
 
(post-split)
 
$0.0200
 
$0.0280
 
 
June 30, 2005
 
$0.0100
 
$0.0100
 
 
September 30, 2005
 
$0.0600
 
$0.0640
 
  
December 31, 2005
 
$1.9200
 
$1.6400
 

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

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

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

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

Record Holders

The holders of the Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. The Company is authorized to issue 5,000,000 shares of common stock, and 5,000,000 shares of preferred stock. There are currently approximately 3,720 record holders of the Company’s common stock.

Dividends

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

Limited Market for Common Stock.

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

Risks of "Penny Stock” 

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

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

Recent Sales of Unregistered Securities

On October 3, 2005, the Company issued 100,000 new shares of common stock to Kai Da and/or the Kai Da shareholders in exchange for all of their shares of registered capital of Kai Da, which then became a wholly-owned subsidiary of the Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

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

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

Revenues

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

Income / Loss

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

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

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

·  
We issued a total of 3 million shares to several consultants for services rendered, including product development, development of the dinner show program, development of strategic relationships with travel agents, SEC compliance and general corporate consulting. The shares were valued at the market price on the date of issuance, or $.90 per share, yielding an aggregate market value of $2,700,000. These expenses were included in the accompanying statement of operations.
·  
Auditing expenses were $50,000
·  
Salaries and related expenses were $131,205
·  
Maintenance expenses were $71,420
 
 
Cost of Sales

Cost of sales included expenses directly related to delivering our product or services Travel agents' commissions and direct labor would be examples of cost of sales items. During the period ended December 31, 2005 we had $131,946 in cost of sales. Cost of sales as a percentage of sales was 31%.

Impact of Inflation

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

Liquidity and Capital Resources

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

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

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

We have funded our cash needs for the year ended December 31, 2005 with a series of debt and equity transactions.

We project that we will need additional capital to fund operations over the next 12 months. We anticipate we will need an additional $250,000 in working capital during 2006 and $100,000 for the two years thereafter.

On a long-term basis, liquidity is dependent on continuation and expansion of operations, receipt of revenues, additional infusions of capital and debt financing. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected. Additionally, we will have to significantly modify our business plan.
 
Stock and Options to Employees
 
The Company issued 52,270 stock options in the year of 2004 (or 879,423,567 on a pre-split basis). All of the issuances were carried out pursuant to the S-8 Registration Statement and the 2004 Benefit Plan of Dark Dynamite, Inc.
 
Trends, Events, and Uncertainties

The success of our business depends in large part on our ability to identify tourist trends as well as to react to changing customer demand in a timely manner. Consequently, we depend in part upon the continuing favorable market response to the creative efforts of our purchasing, design and marketing team’s ability to anticipate products and services that appeal to our consumer base. Failure on our part to anticipate, identify and respond effectively to changing consumer demands and trends will adversely affect our sales.
 
 
ITEM 7.  FINANCIAL STATEMENTS
 
 
CONTENTS
 


 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
To the Board of Directors and
 
Stockholders of Dark Dynamite, Inc. and Subsidiaries
 
I have audited the accompanying balance sheets of Dark Dynamite, Inc. and Subsidiaries as of December 31, 2005, and the related statements of operation, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2005.
 
These financial statements are the responsibility of the company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
 
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
 
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dark Dynamite, Inc. and Subsidiaries as of December 31, 2005, and the results of its operations and its cash flows for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note J. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
 
/s/ Traci J. Anderson
Traci J. Anderson, CPA
Huntersville, NC


April 14, 2006

 
Balance Sheet
As of December 31, 2005
       
ASSETS
      
       
Current Assets
      
Cash and cash equivalents
  
$
5,307
  
Accounts receivable
   
59,587
 
Inventory
    
89,346
 
Other
    
3,421
 
Total Current Assets
    
157,661
 
         
Fixed Assets
        
Property, plant, and equipment
    
729,738
 
Accumulated depreciation
   
(49,015
)
Total Fixed Assets
    
680,723
 
Total Assets
  
$
838,384
  
         
         
LIABILITIES AND EQUITY
        
         
Current Liabilities
        
Accounts payable and accrued liabilities
  
$
502,924
  
Taxes Payable
  
$
6,759
  
Notes payable--current portion
    
29,611
 
Total Current Liabilities
    
539,294
 
         
Long-term Liabilities
        
Notes payable
    
402,263
 
Total Long-term Liabilities
    
402,263
 
         
Total Liabilities
    
941,557
 
         
Equity
        
Preferred stock (par $.01, 5,000,000 authorized,
 
$
34,000
  
5,000,000 issued and outstanding)
        
Common stock (par $.0001, 250,000,000 authorized,
    
4,360
 
43,601,568 issued and outstanding)
        
Paid in capital
    
2,785,858
 
Retained deficit
    
(2,927,391
)
Total Equity
    
(103,173
)
Total Liabilities and Equity
  
$
838,384
  

The accompanying notes are an integral part of these financial statements.
 
 
Dark Dynamite, Inc. and Subsidiaries
Statement of Operations
For the period from August 1, 2005 (Inception) through December 31, 2005
       
SALES AND COST OF SALES:
      
Sales, net
  
$
425,665
  
Cost of sales
    
131,946
 
Gross profit
    
293,719
 
         
OTHER REVENUES:
        
Other operating income
    
8,317
 
         
NET REVENUES
    
302,036
 
         
OPERATING EXPENSES:
        
Selling, general, and administrative
    
3,255,486
 
         
OTHER:
        
Debt forgiven
    
26,059
 
         
         
         
NET LOSS
  
$
(2,927,391
)
         
Net loss per common share
        
Basic & Fully Diluted
  
$
(6.54
)
         
Weighted average common
        
Shares outstanding
    
447,771
 
 
The accompanying notes are an integral part of these financial statements.
 
 
Statement of Cash Flows
For the period from August 1, 2005 (Inception) through December 31, 2005
        
CASH FLOWS FROM OPERATING ACTIVITIES:
       
Net Income after income taxes
  
$
(2,927,391
)
Adjustments to reconcile net income to net cash
        
provided by (used in) operating activities:
        
Depreciation
    
42,703
 
Stock issued for services
    
2,700,000
 
Accounts receivable and other receivables
    
(59,587
)
Prepaid and other assets
    
134,616
 
Inventory
    
(67,800
)
Accounts payable
    
208,132
 
Taxes payable
    
6,759
 
Notes payable--current portion
    
29,611
 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    
67,043
 
         
CASH FLOWS FROM INVESTING ACTIVITIES:
        
Purchase of property, plant, and equipment
    
(575,648
)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
(575,648
)
         
CASH FLOWS FROM FINANCING ACTIVITIES:
        
Notes payable
    
402,263
 
Stock receivable
    
39,750
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
442,013
 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    
(66,592
)
         
CASH AND CASH EQUIVALENTS:
        
Beginning of period
    
71,899
 
End of period
  
$
5,307
  
 
The accompanying notes are an integral part of these financial statements.
 
 
Statement of Equity
For the period from August 1, 2005 (Inception) through December 31, 2005
                        
   
Preferred Stock $.01 par
 
Common Stock $.0001 par
 
Additional
         
   
Preferred
 
Preferred
 
Common
 
Common
 
Paid In
 
Retained
     
   
Shares
 
Stock
 
Shares
 
Stock
 
Capital
 
Deficit
 
Total
 
Balances, January 1, 2005
    
5,000,000
 
$
50,000
    
100,000
 
$
10
  
$
74,208
  
$
-
  
$
124,208
  
Preferred stock conversion
    
(1,600,000
)
  
(16,000
)
  
40,000,000
   
4,000
   
12,000
   
-
   
-
 
recapitalization
    
-
   
-
   
501,568
   
50
   
(50
)
  
-
    
-
 
Common stock for services
    
-
   
-
   
3,000,000
   
300
   
2,699,700
   
-
    
2,700,000
 
Net loss
    
-
   
-
   
-
   
-
   
-
   
(2,927,391
)
  
-
 
Balances, December 31, 2005
    
3,400,000
 
$
34,000
    
43,601,568
 
$
4,360
  
$
2,785,858
  
$
(2,927,391
)
$
2,824,208
  
 
The accompanying notes are an integral part of these financial statements.
 

DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005
 
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity— Dark Dynamite, Inc. (The Company), a Nevada corporation, has 2 subsidiaries, Black Chandelier and Kaida. Through its subsidiary, Black Chandelier Inc., the Company offers apparel, including skate and snowboard apparel, T-shirts, pants skirts, jackets, and accessories for children, and women and men in the age group of 20 to 35. The Company’s newly acquired subsidiary, Shanxi Kai Da Tourism Company, Ltd. (Kai Da) was established on July 4, 2005 and began operations in August of 2005. Kai Da is in the business of tourism information consulting, tourism project planning and management in China.

Basis of Presentation—The financial statements included herein were prepared under the accrual basis of accounting.

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

Management’s Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include but are not limited to depreciation, taxes, and contingencies. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Revenue Recognition—The Company’s policy is to recognize income when it is earned. Kai Da’s revenue is derived from ticket sales, and hotel and restaurant income. Revenues are booked net of any cash discounts. Revenue from Black Chandelier sales is recognized when the products are shipped and invoiced to the customer, provided collection of the resulting receivable is probable and the earnings process is complete. If any material contingencies are present, revenue recognition is delayed until all material contingencies are eliminated. Material contingencies are circumstances in which there are any potential uncertainties as to the completion of the revenue process being complete. Further, no revenue is recognized unless collection of the applicable consideration is probable. Probable collection is determined at the time collection occurs or is more than reasonably possible it will be collected. Retail store sales - revenue is recognized when sales are made. They are paid by cash or credit card.

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

Foreign Currencies (Kai Da-foreign subsidiary)—The Assets and liabilities denominated in respective functional currencies are translated into United States Dollars at the exchange rate as of the balance sheet date. The share capital and retained earnings are translated at exchange rates prevailing at the time of the transactions. Revenues, costs, and expenses denominated in respective functional currencies are translated into United States Dollars at the weighted average exchange rate for the period. The effects of foreign currencies translation adjustments are included as a separate component of accumulated other comprehensive income.

 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005

Property, Plant, and Equipment—Property, plant, and equipment are recorded at cost less accumulated depreciation and impairment. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property, plant, and equipment, are expensed as incurred. The cost and related accumulated depreciation applicable to property, plant, and equipment sold or no longer in service are eliminated from the accounts and any gain or loss is included in the statement of operations.

Depreciation is calculated to write-off the cost or basis of the property, plant, and equipment over their estimated useful lives for the date on which they become fully operational and after taking into account their estimated residual values (salvage value), using the straight-line method, at the following rates per year:
 
Equipment         Straight-line for 5 to 20 years with a 5% salvage value
Furniture           Straight-line for 5 to 10 years with a 5% salvage value
Autos                Straight-line for 5 to 10 years with a 5% salvage value

When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.

The Company recognizes an impairment loss on property, plant, and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

Deferred Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS No. 109), “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Fair Value of Financial Instruments—The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.

Accounts Receivable—Accounts deemed uncollectible are written off in the year they become uncollectible. No receivables were deemed uncollectible as of December 31, 2005.

Impairment of Long-Lived Assets—The Company evaluates the recoverability of its fixed assets and other assets in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended November 30, 2004 based upon a management review of such assets.

Stock-Based Compensation—The Company accounts for stock-based compensation using the fair value method of Financial Accounting Standard No. 123. Common shares issued for services rendered by a third party (both employees and non-employees) are recorded at the fair value of the shares issued or services rendered, whichever is more readily determinable.
 
 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

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

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 generally establishes a standard framework to measure the impairment of long-lived assets and expands the Accounting Principles Board (“APB”) 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” to include a component of the entity (rather than a segment of the business). SFAS No.144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not expect SFAS No. 144 to have a material effect on its financial condition and cash flows.

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

In July of 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 146, which addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for pursuant to the guidance that the Emerging Issues Task Force (EITF) has set forth in EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)”. SFAS No. 146 revises the accounting for certain lease termination costs and employee termination benefits, which are generally recognized in connection with restructuring charges. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of this standard will not have an impact on the Company’s financial statements.

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

 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Recent Accounting Pronouncements (cont.)
In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 148, “Accounting for Stock-Based Compensation Transition and Disclosure”—an amendment to SFAS No. 123 (SFAS No. 148), which provides alternative methods of transition for companies voluntarily planning on implementing the fair value recognition provisions of SFAS No. 123. SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require more prominent disclosure of the method of accounting for stock-based compensation, and requiring disclosure of pro forma net income and earnings per share as if the fair value recognition provisions of SFAS No. 123 had been applied from the original effective date of SFAS No. 123.

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

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

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

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

 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005

NOTE B—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the period ended December 31, 2005 is summarized as follows:

Cash paid during the period ended December 31, 2005 for interest and income taxes:
 
Income Taxes   $ ---
Interest    $ ---

NOTE C—SEGMENT REPORTING

In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2005.

NOTE D—INCOME TAXES

The Company has approximately $2,927,391 of federal and state net operating losses available that expire in various years through the year 2025.

Due to operating losses, there was no provision for current federal or state income taxes for the year ended December 31, 2005.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s deferred tax asset at December 31, 2005 consists of net operating loss carryforward calculated using federal and state effective tax rates equating to approximately $995,000 less a valuation allowance in the amount of $995,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $2,927,391 for the year ended December 31, 2005.

Utilization of the net operating losses may be subject to certain annual limitations due to changes in control. This may result in the expiration of net operating losses before full utilization.

The Company’s total deferred tax asset as of December 31, 2005 is as follows:

Net operating loss carryforwards  $ 995,000
Valuation Allowance                             ( 995,000)
--------------
                                                                       $    -0-
========

 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005

NOTE E—NOTES PAYABLE

Notes payable at December 31, 2005 consist of the following:

Secured note payable to an unrelated party.
Bearing 10% interest.         $ 10,350

Unsecured note payable to an unrelated party.
Bearing 10% interest.                                                                            9,261

Secured note payable to an unrelated party.
Bearing 0% interest.                                                                            10,000
                                                                                                      _______

                                                      Total                                          $29,611
                                                                                                     =======


NOTE F—PAYABLES, COMMITMENTS AND CONTIGENCIES

As of December 31, 2005, the Company’s subsidiary Kai Da had a Payable outstanding in the amount of $402,263 to a related party (see note L). The payable is set-up as a financial purchase/lease contract for the acquisition of the fixed assets. Payments are to be made in installments over five years. Future total payments by year will be made as follows:

2006          100,564.00
2007          100,564.00
2008          100,564.00
2009          100,571.00

Total        $402,263.00
                                                                    =======


Land and building was provided rent-free to the Company. The Company had no other commitments or contingencies.

NOTE G - COMMON STOCK

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

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

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

During the quarter ended December 31, 2005, the Company issued 9,402 shares of post reverse split common stock.
 
 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005

NOTE H—REVERSE STOCK SPLITS

A common stock reverse split of 1 for 1,000 was effective March 28, 2005. All common stock amounts in the accompanying financial statements issued on or before the date of the reverse stock split have been restated retroactively to reflect this capitalization change.

A common stock reverse split of 1 for 4 was effective November 3, 2005. All common stock amounts have been restated to reflect this capitalization change.
 
NOTE I—CONTROL OF THE CORPORATION

On August 29, 2005, the Company and its majority shareholder, Richard Surber, signed a Plan of Exchange agreement (“Agreement”) with Shanxi Kai Da LV You Xian Gong SI (“Kai Da”), a corporation formed according to the laws of the Peoples Republic of China. The agreement set forth the terms and conditions under which control of the Company would be acquired by the shareholders of Kai Da through the purchase of 4,990,000 shares of the convertible preferred stock of the Company from Surber or companies under his control.

The Agreement called for the exchange to be completed on or about September 28, 2005. The shares of convertible preferred stock were to be deposited into escrow in exchange for a total cash payment of $495,000 and making Kai Da a wholly owned subsidiary of Dark Dynamite, Inc. At the conclusion of the exchange, the shareholders of Kai Da would hold approximately 98% of the voting control of the Company.
 
NOTE J - GOING CONCERN

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

Securities and Exchange Commission v. David M. Wolfson, et al. On October 16, 2004 a civil complaint was filed by the Securities and Exchange Commission in which Dark Dynamite, Inc. was named as a respondent. The Company’s former president Gino Carlucci was also named as a respondent. The suit was filed in the United States District Court for the District of Utah and bears the docket number 2:03CV00914DAK and the style of the case is: “Securities and Exchange Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation; Momentous Group, LLC, a Utah limited liability company; Leeward Consulting Group, LLC, a Utah limited liability company; Sukumo Limited, a company incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First Chartered Capital Corporation, First Colonial Trust, First China Capital and International Investment Holding); Michael Sydney Newman (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson; Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple; Grateful Internet Associates, LLC, a Colorado limited liability company; Diversified Financial Resources Corporation, a Delaware corporation; John Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus; Samuel Cohen; Dark Dynamite, Inc., (The Company) a Nevada corporation. The complaint alleges that the Company failed to accurately and fully disclose the nature of its relationship to The Sukumo Group, Inc., including the failure of Sukumo to complete the purchase of the shares and alleges that Sukumo acted as a selling agent for the Company. The complaint also faults The Sukumo Group Inc.’s actions with regard to the sale of common stock to off shore purchasers for failing to disclose the interest that Sukumo had in each sale, reporting that it was taking a 1-2% commission on the sale rather than keeping 70% or more of the proceeds of each transaction. The Company filed a motion to dismiss the complaint based upon a lack of jurisdiction and the failure of the complaint to adequately set forth the actions of the Company which form the basis of a cause of action against the Company that was denied by the Court. The Company filed an answer disputing the allegations of the complaint and has participated in some pre-trial discovery. The Company and the Government have agreed upon the terms of a settlement, the terms of which provide for the Company to pay the sum of $30,000 to the SEC. The SEC is currently reviewing the terms of a proposed consent decree in which the Company would neither admit or deny the claims made in the complaint and be subject to an injunction prohibiting future violations of the securities laws and regulations, this review has been pending for more than 18 months with no report of expected action on the proposal and without any change in the status of the litigation impacting the Company.
 
The Company believes that adequate provision has been made for all other judgments that may be awarded against the Company. None of the other lawsuits have yet been resolved.
 
 
DARK DYNAMITE, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2005
 
NOTE L—RELATED-PARTY TRANSACTIONS

The Company’s subsidiary Kai Da signed a management contract with Shanxi Qin E’Pang Tourism Development Co., Ltd. According to the contract, the Company will manage the A’Pang palace tourist, hotel, and restaurant from August 1, 2005 to July 31, 2010 and hold 90% of the net profits. The remaining 10% of the net profit will be returned to Shanxi Qin E’Pang Tourism Development Co., Ltd. In September 2005, the Company purchased the fixed assets from Shanxi Qin E’Pang Tourism Development Co., Ltd. by executing a financial leasing contract (see Note F).
 
NOTE M—SUBSEQUENT EVENTS

On January 6, 2006, the Company’s wholly owned subsidiary, Shan Xi Kai Da Lv You Gu Wen You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Kai Da”), Shan Xi Qin Epanggong Lv You Fa Zhan Gu Fen You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Shan Xi Qin”), and Guangzhou Lv Rong Shu Tou Zi Gu Wen You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Greentree Financial Group China”), have entered into a Contract for a Cooperative Dinner Show at the E-pang Palace Theme Park located in Xi’An, China, which Theme Park is managed by Kai Da pursuant to a Contractual Operation Agreement.

The Dinner Show contemplates a large-scale outdoor Qin Cultural Dinner Show Program, which will be performed on the square in the front-palace area of the Theme Park. The Dinner Show will reintroduce the Qin Dynasty dancing and songs of 2200 years ago, and provide tourists with a dinner of Chinese delicacies.

According to the Contract for Cooperative Dinner Show, a copy of which is attached hereto as Exhibit 10, Greentree Financial Group China will make an initial investment into the joint venture of US$296,000, and will be entitled to a transfer by the controlling shareholders of the Registrant of 95,000 shares of the Registrant’s convertible preferred stock, which is convertible into common shares at the rate of one share of convertible preferred stock for each twenty-five common shares, representing 2,375,000 restricted common shares. In addition, Greentree Financial Group China will be entitled to 50% of the profits of the joint venture. Kai Da and Shan Xi Qin will split the remaining half of the profits. Revenues for the joint venture are projected to come from ticket sales to patrons and sales of souvenirs to patrons and the public.

The Dinner Show is projected to open in April 2006.

The Registrant discloses that Greentree Financial Group China is an independent financial consultant to the Registrant, which is based in China, and its principals currently own approximately 400,000 shares of the Registrant’s common stock, representing approximately 1% of the total outstanding shares of common stock of the Registrant, before the effects of this transaction.

On April 1, 2006, the Company executed an Agreement (the “Agreement”) between the Company and Diversified Holdings X, Inc. ("DHX"), a Nevada corporation, pursuant to which the Company agreed to sell its ownership of Black Chandelier, Inc. to DHX. Pursuant to and at the closing of the Agreement, which occurred as of April 1, 2006, DHX tendered a cash purchase price of $100 as well as assumption of certain liabilities in exchange for all outstanding shares of Black Chandelier, Inc. held by the Company. As a result of the transactions consummated at the closing, the purchase and issuance will give DHX a 'controlling interest' in Black Chandelier, Inc., and Black Chandelier will be no longer a wholly-owned subsidiary of the Company. DHX agreed to assume all known or potential liabilities of Black Chandelier to the Company as of the closing date. This will include, but is not limited to, any inter-company accounts payable and accrued expenses, as well as any liabilities shown on its last quarterly report filed with the Securities and Exchange Commission prior to the Closing. Black Chandelier will retain the obligation for all liabilities to third parties and will hold all rights to receivables as of the date hereof, the parties expressly agree that all liabilities and receivables between the Company and Black Chandelier are extinguished by the parties through this agreement and Black Chandelier hereby releases the Company from any third party liabilities arising out of Black Chandelier’s operations. DHX will also assume any liabilities that may arise after closing.
 

ITEM 8. CHANGES WITH AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

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

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

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

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

ITEM 8A. CONTROLS AND PROCEDURES

Quarterly Evaluation of Controls
 
    As of the end of the period covered by this annual report on Form 10-KSB, the Company evaluated the effectiveness of the design and operation of (i) their disclosure controls and procedures ("Disclosure Controls"), and (ii) their internal control over financial reporting ("Internal Controls"). This evaluation ("Evaluation") was performed by the Company's President and Chief Executive Officer, Lei, Ming ("CEO") and by Wang, Xiaojun, the Company's Chief Financial Officer ("CFO"). In this section, the Company presents the conclusions of their CEO and CFO based on and as of the date of the Evaluation (i) with respect to the effectiveness of their Disclosure Controls and (ii) with respect to any change in their Internal Controls that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect their Internal Controls.
 
CEO and CFO Certifications
 
    Attached to this annual report, as Exhibits 31.1 and 31.2, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission’s rules implementing such section (the "Rule 13a-14(a)/15d-14(a) Certifications"). This section of the annual report contains the information concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.
 

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

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

Scope of the Evaluation
 
    The CEO and CFO’s evaluation of the Company's Disclosure Controls and Internal Controls included a review of the controls’ (i) objectives, (ii) design, (iii) implementation, and (iv) the effect of the controls on the information generated for use in this annual report. In the course of the Evaluation, the CEO and CFO sought to identify data errors, control problems, acts of fraud, and they sought to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is done on a quarterly basis so that the conclusions concerning the effectiveness of the Company's controls can be reported in their quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The overall goals of these various evaluation activities are to monitor the Company's Disclosure Controls and the Company's Internal Controls, and to make modifications if and as necessary. The Company's external auditors also review Internal Controls in connection with their audit and review activities. The Company's intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including improvements and corrections) as conditions warrant.
 
    Among other matters, the Company sought in their Evaluation to determine whether there were any significant deficiencies or material weaknesses in our Internal Controls, which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information, or whether the Company had identified any acts of fraud, whether or not material, involving management or other employees who have a significant role in their Internal Controls. This information was important for both the Evaluation, generally, and because the Rule 13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO disclose that information to our Board (audit committee), and to the Company's independent auditors, and to report on related matters in this section of the annual report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions". These are control issues that could have significant adverse affect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce, to a relatively low level, the risk that misstatement cause by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employee in the normal course of performing their assigned functions. The Company also sought to deal with other controls matters in the Evaluation, and in each case, if a problem was identified, the Company considered what revisions, improvements and/or corrections to make in accordance with the Compan's ongoing procedures.
 
 
Conclusions
 
    Based upon the Evaluation, our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives. Our CEO and CFO have concluded that our disclosure controls and procedures are effective at that reasonable assurance level to ensure that material information relating to the Company is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared, and that our Internal Controls are effective at that assurance level to provide reasonable assurance that our financial statements are fairly presented inconformity with accounting principals generally accepted in the United States. Additionally, there has been no change in our Internal Controls that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our Internal Controls.


Identification of Directors and Executive Officers and Significant Employees.
 
    The following table identifies all current executive officers, directors and significant employees of Dark Dynamite, Inc. The officers and directors will serve until the next annual meeting of the stockholders, or until their successors are elected or appointed and qualified, or they resign or are terminated.
 
Name
Age
Position
Commenced
 
Lei, Ming
40
CEO, President,
10/13/2005*
Wang, Xiao Jun
40
CFO
10/13/2005

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

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

Business Experience and Personal Background

Mr. Lei is 40 years of age, majored in Economics and Management with a bachelors degree. He started his career in the tourism industry in 1990, acting as the General Manager of Shanxi Qian Ling Travel Service Ltd., a corporation organized and existing under the laws of the Peoples’ Republic of China. In 1998, he began working at the E Pang Gong Theme Park, located in Xi’an, China, and he was responsible for operations and management of the theme park. Beginning in 2002, he served as the General Manager of Qin Epanggong Lv You Gong Si, the corporate entity which holds the lease and owns certain leasehold improvements at the theme park. Mr. Lei has a great deal of experience in theme park management and marketing. He was responsible for consistent growth in E Pang Gong’s business while the theme park was under his management.

Mr. Wang, Xiaojun is 40 years of age, graduated from Shenzhen Radio and TV University in 1991. During the period from 1987 to 1992, Mr. Wang worked as the manager of the Accounting Department of Shenzhen Huajun Industrial Co, Ltd. From 1992 to 1993, he was the accounting officer for Liquan Commerce and Trade Company. From 1993 to 1998, he was the Accounting manager in the Liquan Outtrade Company. In 1998, Mr. Xiaojun was retained by Shannxi Qin Epanggong Tourism Development Co, Ltd as the Chief Financial Officer.

Significant Employees
 
The Company has no significant employees in the United States.
 
Legal Proceedings
 
    No officer, director, or persons nominated for such positions and no promoter or significant employee of the Company has been involved in legal proceedings that would be material to an evaluation of the management.
 
    There are no arrangements or understandings pursuant to which any were elected as officers.
 

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

Code of Ethics
 
    The Company is presently working with its legal counsel to prepare and adopt a code of ethics that applies to the Company’s principal chief executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions (the Code of Ethics"). A draft of the Code of Ethics is attached hereto as Exhibit 14.1. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:

·  
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
 
·  
Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
 
·  
Compliance with applicable governmental laws, rules and regulations
 
·  
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
 
·  
Accountability for adherence to the code

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and the Company is required to report, in this Form 10-KSB, any failure to comply therewith during the fiscal year ended December 2003. The Company believes that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of the Company’s common stock. In making this statement, the Company has relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.
 

ITEM 10. EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
Annual Compensation
Long Term Compensation
Name and Principal
Position
Year
Salary ($)
Bonus ($)
Other Annual Compensation ($)
Restricted
Stock Award(s) ($)
Securities Underlying
Options (#)
LTIP Payouts ($)
Other ($)
Lei, Ming
President, Chief Executive Officer and Director
2005
0
0
0
0
0
0
0
2004
0
0
0
0
0
0
0
2003
0
0
0
0
0
0
0
Wang, Xiao Jun
Chief Financial Officer
2005
0
0
0
0
0
0
0
2004
0
0
0
0
0
0
0
2003
0
0
0
0
0
0
0

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
 
    The following tables set forth the ownership, as of December 31, 2005, of our common stock (a) by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, and (b) by each of our directors, by all executive officers and our directors as a group. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
 
Security Ownership of Certain Beneficial Owners (  Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned. The Company is unaware of any shareholders whose voting rights would be affected by community property laws.1)( 2).
 
Title of Class
Name and Address
# of Shares
Percentage of Class
Common
Wu, Lian She
Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China
4,307,143
9.9%
Common
Lei, Ming
Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China
2,480,994
5.7%
Common
Lei, Ming Hui
Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China
2,380,952
5.5%
Common
Lei, Wei Ping
Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China
2,380,952
5.5%
Preferred
Lei, Ming
Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China
3,295,000
65.9%

 
 
Security Ownership of Officers and Directors (2).
 

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

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

As a result of the transactions consummated at the closing, there has been a change in control of the ownership of the outstanding shares of common stock of the Registrant. There has not been a change in control of a majority of the Board of Directors of the Registrant, although Kai Da intends, at some future date, to file an Information Statement on Schedule 14F-1 and appoint its own directors. At such time there will be a change in control of the Registrant’s Board of Directors within the meaning of Section 14(f) of the Exchange Act.
 
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

These shares have been issued as compensation to Surber in exchange for his services provided to the Company related to certain litigation matters, his review of filings with the Securities and Exchange Commission by the Company, providing business and general advisory services, locating legal counsel for the Company, and other services, including review of press releases and other marketing material. The shares were issued to Surber in a private transaction, pursuant to Section 4(2) of the Securities Act of 1993.
 
On October 5, 2004, Hamlin K. Elrod received 250,000 shares of the Company's restricted common stock pursuant to Section 4(2) of the Securities Act of 1933 for services rendered as former president and director of the Company.

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

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

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

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

On October 3, 2005, the Company transferred a total of 4,990,000 shares of convertible preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less related expenses, and issued 100,000 new shares of common stock to Kai Da and/or the Kai Da shareholders in exchange for all of their shares of registered capital of Kai Da, which then became a wholly-owned subsidiary of the Company. After the closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the 4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000 shares of common stock, and transferred all of the 40,100,000 shares of common stock issued to them at the closing, pursuant to trust arrangements established under Chinese law, on a pro rata basis and in a Regulation S offering, to approximately 3,601 shareholders of Shaanxi E Pang Gong Tourism Development Co., Ltd. (“E Pang Gong”), a limited liability company organized under the laws of the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and certain improvements associated with the E Pang Gong Theme Park in Xi’An, China.
 
 
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits. 

3.1     Articles of incorporation, as amended are hereby incorporated by reference info Form 10-SB
3.2     Bylaws are hereby incorporated by reference into Form 10-SB
10.1   Plan of Exchange, dated August 29, 2005, filed as an Exhibit to the Company’s Form 8-K, as filed with the Commission on August 30, 2005
10.2   First Amendment to Plan of Exchange, dated September 29, 2005, filed as an Exhibit  to the Company's Form 8-K, as filed with the Commission on September 30, 2005
10.3   Contractual Operation Agreement dated July 5, 2005, filed as an Exhibit to the Company's Form 8-K, as filed with the Commission on January 4, 2006
10.4   Contract for Cooperative Dinner Show, dated January 6, 2005, filed as an Exhibit to the Company's Form 8-K, as filed with the Commission on January 25, 2006
 
 
 
 
 
 
 
 
 
 
 
 

* Filed herewith.


(b) Reports on Form 8-K.

(1)  
In an 8-K filed on January 28, 2005 the Company reported that on January 27, 2005, in three resolutions, the Board of Directors of the Company authorized the issuance of 809,500,000 shares of the Registrant's common stock registered under its S-8 Registration Statement. All of the issuances were carried out pursuant to the S-8 Registration Statement and The 2005 Benefit Plan of Dark Dynamite, Inc.
 
These shares were issued as compensation to employees and contractors of the Company. These issuances result in the total number of authorized and issued shares of common stock for the Company to be One Billion Forty Six Million Eight Hundred Thirty Nine Thousand Three Hundred Fifty Five (1,046,839,355) (pre-reverse March 2005 shares).

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

(3)  
On July 29, 2005 the Company filed an 8-K report under Item 3.02, Unregistered Sales of Equity Securities reporting that the company had issued 200,000 restricted shares of the Company’s common stock to Diversified Holdings I, Inc. in exchange for a cash investment in the sum of $4,002. The restricted shares were issued in a private transaction pursuant to Section 4(2) of the Securities Act of 1933.
 
 
(4)  
On August 17, 2005, the Company filed an 8-K report under Item 1.01, Entry into a Material Definitive Agreement reporting that the Company and its majority shareholder had entered into a binding Letter of Intent to transfer 4,990,000 shares of the Company’s preferred stock.

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

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

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

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

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

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

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

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

(13)  
On January 4, 2006, the Company filed an 8-K report to announce that the Company will be beneficial at a municipal engineering project relating to the Western 3rd Beltway of Xi’an City, which will increase the attractiveness and accessibility of the Theme Park for tourists traveling from the downtown areas after the completion of this project.

(14)  
On January 25, 2006, the Company filed an 8-K report under Item 1.01, Entry into a Material Definitive Agreement reporting that the Company and Guangzhou Lv Rong Shu Tou Zi Gu Wen You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Greentree Financial Group China”), have entered into a Contract for a Cooperative Dinner Show at the Theme Park.

(15)  
On February 1, 2006, the Company filed an amendment to current report on Form 8-K/A to report the audited financial statements of Kai Da.
 
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The following table represents the aggregate fees billed for professional audit services rendered to the independent auditor, Bongiovanni & Associates, PA, ("Bongiovanni") for our audit of the annual financial statements for the year ended December 31, 2004 and first quarter of 2005. From the second quarter of 2005, we have changed our independent auditor to Traci J. Anderson, CPA (“Anderson”). Audit fees and other fees of auditors are listed as follows:

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

 
 
(1)
Audit Fees. These are fees for professional services for our audit of the annual financial statements, and for the review of the financial statements included in our filings on Form 10-QSB, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
 
 
(2)
Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.
 
 
(3)
Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
 
 
(4)
All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-approved Policy for Audit and Non-Audit Services

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

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


 
 
 
 
Dark Dynamite, Inc.
(Registrant)
 
 
 
 
 
 
Date: April 15, 2006  
By:  
/s/ Lei, Ming
 
Lei, Ming
President and Chief Executive Officer

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

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

 
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