-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzkwCMXFZiuKXP/UsZ5GGakvTiK3NeRBhUFinnv1KA+i+Jm5aB9yqFA4S8IGLSR8 ClckQT6SIMgoMWKqiLxxBQ== 0001264931-06-000518.txt : 20061117 0001264931-06-000518.hdr.sgml : 20061117 20061117150117 ACCESSION NUMBER: 0001264931-06-000518 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061117 DATE AS OF CHANGE: 20061117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DARK DYNAMITE, INC CENTRAL INDEX KEY: 0000830664 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 651021346 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-10559 FILM NUMBER: 061226367 BUSINESS ADDRESS: STREET 1: E PANG GONG SITE, 44 HONG GUANG ROAD CITY: XI AN STATE: F4 ZIP: 710068 BUSINESS PHONE: ( 8629 ) 8436-8561 MAIL ADDRESS: STREET 1: E PANG GONG SITE, 44 HONG GUANG ROAD CITY: XI AN STATE: F4 ZIP: 710068 FORMER COMPANY: FORMER CONFORMED NAME: NCI HOLDINGS INC DATE OF NAME CHANGE: 20030722 FORMER COMPANY: FORMER CONFORMED NAME: VECTOR HOLDINGS CORP DATE OF NAME CHANGE: 20000717 FORMER COMPANY: FORMER CONFORMED NAME: VECTOR AEROMOTIVE CORP DATE OF NAME CHANGE: 19920703 10QSB 1 form10qsb.htm DKDY 10QSB 09/30/2006 DKDY 10QSB 09/30/2006

 


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

   
FORM 10-QSB
 

   
[X]
Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2006

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

Commission File Number: 1-10559
 

   
DARK DYNAMITE, INC.
(Exact name of small business issuer as specified in its charter)
 

 
Nevada
65-1021346
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 
 
E Pang Gong Site, 44 Hong Guang Road, Xi An, P.R.China 710068
(Address of principal executive offices)

( 8629 ) 8436-8561
(Issuer's telephone number)
 

 
 
    Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
Yes [x]
 
 
No [  ]
 
Number of shares of common stock outstanding as of November 14, 2006: 45,089,068
Number of shares of preferred stock outstanding as of November 14, 2006: 3,340,500
 
 


 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
    The discussion contained in this 10-QSB under the Securities Exchange Act of 1934, as amended, 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 we indicate 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 discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-QSB. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-QSB 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

 
 
 
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
 
 
4
 
 
12
 
 
14
 
 
PART II. OTHER INFORMATION
 
 
 
15
 
 
15
 
 
15
 
 
15
 
 
16
 
 
17
 
 
ITEM 1. FINANCIAL STATEMENTS
 

INDEX TO INTERIM FINANCIAL STATEMENTS
 
 
 
 
Page
 
 
Consolidated Unaudited Condensed Balance Sheet September 30, 2006
5
 
 
Consolidated Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income - For the Three Months and Nine Months Ended September 30, 2006, and the Period from Inception (August 1, 2005) through September 30, 2005
6
 
 
Consolidated Unaudited Condensed Statements of Cash Flows - For the Nine Months Ended September 30, 2006 and the Period from Inception (August 1, 2005) through September 30, 2005
7
 
 
Notes to Consolidated Unaudited Condensed Financial Statements
9-12
 


Dark Dynamite, Inc. and Subsidiary
Balance Sheet
As of September 30, 2006
       
ASSETS
     
       
Current assets
     
Cash and cash equivalents
 
$
100,550
 
Accounts receivable
   
13,812
 
Inventory
   
17,038
 
Other
   
2,041
 
Total current assets
   
133,441
 
         
Fixed Assets
       
Property, plant, and equipments
   
636,026
 
Accumulated depreciation
   
(111,073
)
         
Total fixed assets
   
524,954
 
Total assets
 
$
658,394
 
         
         
LIABILITIES AND EQUITY
       
         
Current liabilities
       
Accounts payable and accrued liabilities
 
$
232,723
 
Due to shareholder
   
79,841
 
Taxes payable
   
4,985
 
Total current liabilities
   
317,549
 
         
Redeemable Preferred Series A stock (par $.01, 5,000,000
       
authorized, 3,340,500 issued and outstanding)
 
$
33,405
 
         
Equity
       
Common stock (par $.0001, 250,000,000 authorized,
 
$
4,509
 
45,089,068 issued and outstanding)
       
Paid in capital
   
3,177,017
 
Accumulated other comprehensive income
   
1,727
 
Retained deficit
   
(2,875,813
)
         
Total equity
   
307,440
 
 
       
Total liabilities and equity
 
$
658,394
 

The financial statements should be read in conjunction with the accompanying notes.
 

Dark Dynamite, Inc. and Subsidiary
Statement of Operations and Comprehensive Income
For the three months and nine months ended September 30, 2006
and the period from inception (August 1, 2005) through September 30, 2005
               
       
 
 
Period from inception
 
 
 
Three months ended
 
Nine months
ended
 
(August 1, 2005) through
 
 
 
September 30, 2006
 
September 30, 2006
 
September 30, 2005
 
               
REVENUES:
             
Revenues
 
$
200,753
 
$
701,958
 
$
95,195
 
Cost of revenues
   
40,139
   
125,020
   
33,123
 
GROSS PROFIT
   
160,614
   
576,938
   
62,072
 
                     
OPERATING EXPENSES:
                   
Selling, general, and administrative
   
157,162
   
537,431
   
51,753
 
TOTAL OPERATING EXPENSES
   
157,162
   
537,431
   
51,753
 
                     
OPERATING INCOME
   
3,453
   
39,507
   
10,319
 
                     
OTHER INCOME (EXPENSES):
                   
Interest income (expenses)
   
(95
)
 
63
   
(84
)
Others
   
291
   
184
   
344
 
TOTAL OTHER (EXPENSES)
   
196
   
248
   
260
 
                     
INCOME FROM OPERATIONS
   
3,649
   
39,755
   
10,579
 
                     
INCOME TAXES
   
3,208
   
15,499
   
5,129
 
                     
INCOME AFTER INCOME TAXES
   
441
   
24,256
   
5,450
 
                     
GAIN ON DISPOSAL OF SUBSIDIARY
   
-
   
27,322
   
-
 
                     
NET INCOME
 
$
441
 
$
51,578
 
$
5,450
 
                     
OTHER COMPREHENSIVE (LOSS) INCOME
                   
Foreign currency translation (loss) gain
   
749
   
1,727
   
-
 
                     
COMPREHENSIVE (LOSS) INCOME
   
1,190
   
53,305
   
5,450
 
                     
Net Loss Per Common Share
                   
Basic & Fully Diluted
   
**
   
**
   
n/a
 
                     
Weighted Average Common
                   
Shares Outstanding
   
45,089,068
   
45,061,475
   
n/a
 
                     
** Less than $.01
                   
 
The financial statements should be read in conjunction with the accompanying notes.
 

Dark Dynamite, Inc. and Subsidiary
Statement of Cash Flows
For the nine months ended September 30, 2006
and the period from inception (August 1, 2005) through September 30, 2005
           
   
 
 
Period from inception
 
 
 
For the nine months
 
(August 1, 2005) through
 
 
 
Ended
September 30, 2005
 
September 30, 2005
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net Income after income tax
 
$
51,578
 
$
5,450
 
Adjustments to reconcile net income to net cash
             
provided by (used in) operating activities:
             
Depreciation
   
62,058
   
-
 
Accounts receivable
   
45,775
   
(6,272
)
Prepaid and other assets
   
1,380
   
-
 
Inventory
   
72,308
   
(15,735
)
Accounts payable and accrued liabilities
   
(270,201
)
 
27,970
 
Other payable
   
(29,611
)
 
-
 
Tax payable
   
(1,774
)
 
-
 
               
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   
(68,487
)
 
11,413
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Disposal of property, plant, and equipment
   
93,712
   
-
 
Capital loss due to preferred stock conversion
   
(446
)
 
-
 
Purchase of property, plant, and equipment
   
-
   
(601,834
)
               
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
   
93,266
   
(601,834
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Note payable - current portion
   
-
   
137,200
 
Note payable
   
(402,263
)
 
435,684
 
Capital contribution
   
391,159
   
74,208
 
Proceeds from shareholder loan
   
79,841
   
-
 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
68,737
   
647,092
 
               
Foreign currency translation adjustment
   
1,727
   
-
 
               
NET INCREASE IN CASH AND CASH EQUIVALENTS
   
95,243
   
56,671
 
               
CASH AND CASH EQUIVALENTS:
             
Beginning of period
   
5,307
   
-
 
End of period
 
$
100,550
 
$
56,671
 
               
SUPPLEMENTARY CASH FLOW INFORMATION OF
             
Common stock issued for services
 
$
-
 
$
-
 
Cash paid for income taxes
 
$
15,499
 
$
-
 
Cash paid for interest
 
$
-
 
$
-
 
 
The financial statements should be read in conjunction with the accompanying notes.
 
 
DARK DYNAMITE, INC. AND SUBSIDIARY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006


 
NOTE 1 - MANAGEMENT’S USE OF ESTIMATES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to our annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto contained in our Annual Report on Form 10-KSB for the year ended December 31, 2006.

NOTE 2 - BUSINESS ORGANIZATION

Dark Dynamite, Inc. (the “Company”or “DKDY”) was incorporated in the State of Nevada on December 23, 1988, formerly known as NCI Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector Aeromotive Corporation.

On August 29, 2005, DKDY (acquiree) executed a Plan of Exchange with Shanxi Kai Da Lv You Gu Wen You Xian Gong Si, a corporation organized under the laws of the Peoples’ Republic of China (“Kai Da” or "acquirer"), the Shareholders of Kai Da, Diversified Holdings X, Inc., a Nevada corporation (“Diversified Holdings”), and the majority shareholder of DKDY, pursuant to which, and the First Amendment of Plan of Exchange signed on September 29, 2006, the majority shareholder of DKDY and Diversified Holdings transferred a total of 4,990,000 shares of convertible preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less related expenses. Each share of convertible preferred stock is convertible into twenty-five (25) shares of common stock, and each share votes together with the common stock on all matters presented for a vote on an “as converted” basis. In addition, the Company issued 100,000 new shares of common stock to Kai Da and/or the Kai Da shareholders in exchange for all of their shares of registered capital of Kai Da, which then became a wholly-owned subsidiary of the Registrant. On October 3, 2005, DKDY consummated the Plan of Exchange with Kai Da. As a result of the Plan of Exchange, Kai Na will become a wholly-owned subsidiary of DKDY. The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree.

Accordingly, the consolidated financial statements include the following:

 
(1)
The balance sheet consists of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.

 
(2)
The statement of operations includes the operations of the acquirer for the periods presented and the operations of the acquiree from the date of the merger.

Kai Da is principally engaged in the theme park management in the PRC.

DKDY and its wholly-owned subsidiary Kai Da are hereafter referred to as (the “Company”).
 
 
DARK DYNAMITE, INC. AND SUBSIDIARY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006



NOTE 3 - PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the financial statements of Dark Dynamite Inc. and its subsidiary and have been prepared in accordance in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). All significant inter-company balances and transactions have been eliminated in consolidation.

The interest of the Company in Kai Da was acquired by means of exchange for shares in the Company pursuant to a Plan of Exchange, dated August 29, 2006, and the First Amendment to Plan of Exchange, dated September 29, 2006. The transaction is considered to be transfer between entities under common control, within the meaning of US GAAP. Accordingly, the assets and liabilities transferred have been accounted for at historical cost or at its “fair value” at the date of the merger and have been included in the foregoing financial statements as of the beginning of the periods presented.

NOTE 4 - REVENUE RECOGNITION

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

NOTE 5 - LOSS PER SHARE

Loss per share is reported in accordance with Statement of Financial Accounting Standard (SFAS) No. 128. This statement required dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. There were no adjustments required to net loss for the period presented in the computation of diluted loss per share.
 
NOTE 6 - 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 SUBSIDIARY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006



NOTE 7 - 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.
 
 
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.

NOTE 8 - PREFERRED STOCK

During the nine months ended September 30, 2006, 59,500 shares of preferred stock were converted into 1,487,500 common shares by the Company's consultants and former owner, resulting in a balance of 3,340,500 preferred shares as of September 30, 2006.
 
NOTE 9 - 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 12). The payable is set-up as a financial purchase/lease contract for the acquisition of the fixed assets. Payments are to be made in installments over five years. Future total payments by year will be made as follows:

2006          100,564
2007          100,564
2008          100,564
2009          100,571

Total        $402,263
                 =======

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

As of September 30, 2006, the note payable of $402,263 was fully paid.
 
 
DARK DYNAMITE, INC. AND SUBSIDIARY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006


NOTE 10 - GOING CONCERN

As shown in the accompanying audited financial statements, the Company has a deficit book value and a negative cash flow from operations that have placed substantial doubt as to whether the Company can continue as a going concern. The ability of the Company to continue as a going concern is dependent on developing operations, increasing revenues, and obtaining new capital. Management has enacted a plan to raise capital and enter strategic acquisitions.
 
NOTE 11 - LITIGATION

Securities and Exchange Commission v. David M. Wolfson, et al. On October 16, 2004 a civil complaint was filed by the Securities and Exchange Commission in which Dark Dynamite, Inc. was named as a respondent. The Company’s former president Gino Carlucci was also named as a respondent. The suit was filed in the United States District Court for the District of Utah and bears the docket number 2:03CV00914DAK and the style of the case is: “Securities and Exchange Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation; Momentous Group, LLC, a Utah limited liability company; Leeward Consulting Group, LLC, a Utah limited liability company; Sukumo Limited, a company incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First Chartered Capital Corporation, First Colonial Trust, First China Capital and International Investment Holding); Michael Sydney Newman (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson; Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company; F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple; Grateful Internet Associates, LLC, a Colorado limited liability company; Diversified Financial Resources Corporation, a Delaware corporation; John Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus; Samuel Cohen; Dark Dynamite, Inc., (The Company) a Nevada corporation. The complaint alleges that the Company failed to accurately and fully disclose the nature of its relationship to The Sukumo Group, Inc., including the failure of Sukumo to complete the purchase of the shares and alleges that Sukumo acted as a selling agent for the Company. The complaint also faults The Sukumo Group Inc.’s actions with regard to the sale of common stock to off shore purchasers for failing to disclose the interest that Sukumo had in each sale, reporting that it was taking a 1-2% commission on the sale rather than keeping 70% or more of the proceeds of each transaction. The Company filed a motion to dismiss the complaint based upon a lack of jurisdiction and the failure of the complaint to adequately set forth the actions of the Company which form the basis of a cause of action against the Company that was denied by the Court. The Company filed an answer disputing the allegations of the complaint and has participated in some pre-trial discovery. The Company and the Government have agreed upon the terms of a settlement, the terms of which provide for the Company to pay the sum of $30,000 to the SEC. The SEC is currently reviewing the terms of a proposed consent decree in which the Company would neither admit or deny the claims made in the complaint and be subject to an injunction prohibiting future violations of the securities laws and regulations, this review has been pending for more than 18 months with no report of expected action on the proposal and without any change in the status of the litigation impacting the Company.
 
The Company believes that adequate provision has been made for all other judgments that may be awarded against the Company. None of the other lawsuits have yet been resolved.
 
NOTE 12 - 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 7).

As of September 30, 2006, the Company recorded due to shareholder of $79,841.
 
NOTE 13 - DISPOSAL OF SUBSIDIARY

On April 1, 2006, the Company executed an Agreement (the “Agreement”) between the Company and Diversified Holdings X, Inc. ("DHX"), a Nevada corporation, pursuant to which the Company agreed to sell its ownership of Black Chandelier, Inc. (“BCI”) to DHX. The gains on disposal of subsidiary are as follows:

 
 
September 30, 2006
 
 
 
(Unaudited)
 
       
(Loss) from investment in BCI
 
$
(9,900
)
Write off the liabilities due from subsidiary to parent
 
 
37,222
 
 
 
 
 
 
Gains on disposal of subsidiaries
 
$
27,322
 
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
As used in this Quarterly Report, the terms "we", "us", "our," 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 subsidiary corporation, 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.
 
    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 is 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.
 
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006

Revenues

Gross revenues for three months and nine months ended September 30, 2006 were $200,753 and $701,958, respectively, due primarily from ticket and product sales. The Company commenced the operation on August 1, 2005. The revenues for the period from inception through September 30, 2005 were $95,195. 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 income for the three months and nine months ended September 30, 2006 were $441 and $51,578, respectively. The net income for the nine months ended September 30, 2006 included the gains on disposal of Black Chandelier, Inc. of $27,322 in the second quarter of 2006. Income from operations for the three months and nine months ended September 30, 2006 were $3,649 and $39,755, respectively. The decrease in net income and operating income for the three months ended September 30, 2006 was primarily attributable to the decrease in revenues in the third quarter of 2006.

Net income and operating income for the two months from inception through September 30, 2005 were $5,450 and $10,579, respectively.
 
The Company expects to incur losses or keep breakeven 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 three months and nine months ended September 30, 2006 were $157,162 and $537,431, respectively, which were due primarily to the Theme Park operation. We had selling, general and administrative expenses of $51,753 for the period from inception through September 30, 2005. The low expenses were due primarily to the limited operation in the first two months.

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 three months and nine months ended September 30, 2006, we had $40,139 and $125,020 in cost of sales, respectively. Cost of sales as a percentage of sales were approximately 20% and 18% for the three months and nine months ended September 30, 2006. Cost of sales for the period from inception through September 30, 2005 was $33,123, or 35% as a percentage of sales.

Impact of Inflation and Foreign Exchange Rate

We believe that inflation and foreign exchange rate have 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 used in operating activities were $68,487 for the nine months ended September 30, 2006. Negative cash flows from operations were primarily due to the repayment of $270,201 for accounts payable and the repayment of $29,611 for other payable, partially offset by the net income, the decrease in accounts receivable and inventory for the period.

Cash flows provided by investing activities were $93,266 for the nine months ended September 30, 2006, which was due primarily to the disposal of fixtures and equipment in Black Chandelier.
 

Cash flows provided by financing activities were $68,737 for the nine months ended September 30, 2006, which was due primarily to the capital contribution of $391,159 and shareholder loan of $79,841, offset by the repayment of a note payable. The Company has an outstanding payable in the amount of $402,263 as of December 31, 2005, 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. During the second quarter of 2006, the note payable of $402,263 was paid in full.

We have funded our cash needs for the nine months ended September 30, 2006 with a series of debt and equity transactions.

We project that we will need additional capital to fund operations over the next 12 months. We anticipate we will need an additional $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, and 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.
  
Ability to Continue as a Going Concern
 
As shown in the consolidated financial statements for the nine months ended September 30, 2006, the Company had a deficit book value, was the subject of a law suit, and had a negative cash flow from operations that created substantial doubt as to whether the Company can continue as a going concern. The ability of the Company to continue as a going concern is dependent on resolving the business and liquidity problems, principally through developing operations, increasing revenues, and obtaining new capital through either debt or equity.
 
Forward Looking Statements
 
The information herein contains certain forward looking statements within the meaning of §27A of the Securities Act of 1933, as amended and §21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward looking statements involve risks and uncertainty, including without limitation, the ability of the Company to continue its current expansion strategy, changes in the fashion and clothing markets, labor and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward looking statements included in this Form 10-QSB will prove to be accurate. In view of the significant uncertainties inherent in the forward looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

ITEM 3. CONTROLS AND PROCEDURES.
 
    The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. The Company’s Chief Executive Officer and its Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining disclosure controls and procedures for the Company. The controls and procedures established by the Company are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
 
    As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
 
  
PART II. OTHER INFORMATION

ITEM 1. 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. (a.k.a. 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
 
None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(1)  
Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits Beginning on page 8 of this Form 10-QSB, which is incorporated herein by reference.
 
Reports on Form 8-K filed in the third quarter of 2006

None.
 
 
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
 
 
 
 
 
DARK DYNAMITE, INC.
 
 
 
 
 
Date: November 14, 2006  
By:
/s/ Ming Lei
 

Ming Lei
President and CEO

 
 
 
 
 
 
 
 
 
 
 
Date: November 14, 2006
By:
/s/ Xiaojun Wang
 

 Xiaojun Wang
Chief Financial Officer
 
 
 
INDEX TO EXHIBITS
 


17

EX-31.1 2 ex31_1.htm EXHIBIT 31.1 Exhibit 31.1
EXHIBIT 31.1
 
Certifications

I, Lei, Ming, Chief Executive Officer certify that:

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

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

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

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

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

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

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls (all of which do not apply); and

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

Date: November 14, 2006


/s/ Lei, Ming
Lei, Ming
EX-31.2 3 ex31_2.htm EXHIBIT 31.2 Exhibit 31.2
EXHIBIT 31.2 
 
Certifications

I, Wang, Xiao Jun, Chief Financial Officer certify that:

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

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

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

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

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

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

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls (all of which do not apply); and

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

Date: November 14, 2006


/s/ Wang, Xiao Jun
Wang, Xiao Jun
EX-32.1 4 ex32_1.htm EXHIBIT 32.1
EXHIBIT 32.1
 
STATEMENT REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-QSB of Dark Dynamite Inc (the "Company") for the three months and nine months ended September 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lei, Ming, Chief Executive Officer of the Company, certify that:
 
s  
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
s  
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/ Lei, Ming
Lei, Ming
Director, President and Chief Executive Officer

November 14, 2006

 
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EX-32.2 5 ex32_2.htm EXHIBIT 32.2 Exhibit 32.2
EXHIBIT 32.2
 
 
STATEMENT REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-QSB of Dark Dynamite Inc (the "Company") for the three months and nine months ended September 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Wang, Xiao Jun, Chief Financial Officer of the Company, certify that:
 
s  
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
s  
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/ Wang, Xiao Jun
Wang, Xiao Jun
Chief Financial Officer

November 14, 2006

 
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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