SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                   ---------------------------
              POST EFFECTIVE AMENDMENT NUMBER FIVE
                           FORM S-8/A
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                   ---------------------------

                       DARK DYNAMITE, INC.
     (Exact name of registrant as specified in its charter)


   Nevada                                           65-1021346
                 (State or other jurisdiction of
              (I.R.S. Employer Identification No.)
        incorporation or organization)


  63 West 400 South, 2nd Fl Studio, Salt Lake City, Utah 84101
            (Address of principal executive offices)

      The Amended 2004 Benefit Plan of Dark Dynamite, Inc..
                    (Full title of the plan)


 LaVonne Frost, 1414 East Telegraph Street, Carson City, Nevada
                              89701
    (Name, address, including zip code, of agent for service)

          Telephone number for Issuer:  (801) 746-3435


                 CALCULATION OF REGISTRATION FEE

    Title of      Amounts     Proposed      Proposed      Amount
Securities to be   to be      Maximum        Maximum        of
   Registered     Register    Offering      Aggregate    Registra
                     ed      Price Per      Offering     tion Fee
                              Share(1)        Price

 Common Stock,    50,000,0     0.027       $1,350,000    $ 171.05
0.001 par value      00

   (1) Bona fide estimate of maximum offering price solely for
 calculating the registration fee pursuant to Rule 457(h) of the
Securities Act of 1933, based on the average bid and asked price
  of the registrant's common stock as of December 11th, 2004, a
  date within five business days prior to the date of filing of
                  this registration statement.

In addition, pursuant to Rule 416 (c) under the Securities Act of
 1933, this Registration Statement also covers an indeterminate
 amount of interests to be offered or sold pursuant to the Plan
                        described herein.

           Post Effective Amendment Number Five to the
            2004 Benefit Plan of Dark Dynamite, Inc.


This Post Effective Amendment No. Five is being filed to reflect
that the Board of Directors of Dark Dynamite, Inc. (the
"Company") has amended The 2004 Benefit Plan of Dark Dynamite,
Inc., as filed by the Company in an S-8 Registration Statement on
May 20th, 2004, file no. 333-115690, and as amended, August 12,
2004, file no. 333-118150, September 28,2004, file no. 333-
119334, October 22, 2004, file no. 333-119886, and November  19,
2004, file no. 333-120583, each of which is incorporated herein
by reference.  This fifth amendment will increase the number of
shares to be included in the plan from Two Million One Hundred
Twenty Five Thousand (2,125,000) (which reflects the 2000 to 1
reverse split effected on November 17, 2004) shares to Fifty Two
Million One Hundred Twenty Five Thousand (52,125,000) shares..
The fifth amendment to the 2004 Benefit Plan of Dark Dynamite,
Inc. is filed as Exhibit "A" hereto.  The additional Fifty
Million (50,000,000) shares are being registered hereby.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed
in the Exhibit Index, which is found on page 4.


                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on December
13, 2004.



                              By:       /s/ Jared Gold

Jared D. Gold, as President


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

Signature                Title                         Date

   /s/ Jared Gold                         President
     December 13, 2004
       Jared D. Gold









INDEX TO EXHIBITS


                                                        Page
Exhibit   SEC Ref.      Description of Exhibit
   s         No.

   A        23(a)    Consent of Accountant               5

   B          4      Amendment to 2004 Benefit           6
                     Plan of Dark Dynamite, Inc.

   C      5, 23(b)   Opinion and consent of              7
                     Counsel with respect to the
                     legality of the issuance of
                     securities being issued




























Exhibit A


Mike Bongiovanni
Greentree Financial Group, Inc.
21311 W. Catawaba Avenue
Cornelius, North Carolina 28031


    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Dark Dynamite, Inc. Salt Lake City, Utah

We consent to the incorporation by reference of our reports and
to all references to our firm included in this Post Effective
Amendment Number Five to the Registration Statement on Form S-8
of Dark Dynamite, Inc. The amendment provides for the
registration and issuance of up to 50,000,000 additional shares
of common stock of Dark Dynamite pursuant to the 2004 Benefit
Plan of Dark Dynamite, Inc. Our report dated April, 24 2004, with
respect to the consolidated financial statements of Dark
Dynamite, Inc., incorporates by reference our audit of the
financial statements of NCI Holdings, Inc. n/k/a Dark Dynamite
which was included as an exhibit in NCI's n/k/a Dark Dynamite
Annual Report on Form 10-KSB for the year ended December 31,
2003.


/s/ Bongiovanni & Associates, PA
Bongiovanni & Associates, P.A.
December 13, 2004




























                           Exhibit B.

           POST EFFECTIVE AMENDMENT NUMBER FOUR TO THE
          THE 2004 BENEFIT PLAN OF Dark Dynamite, Inc.

      Effective this 13th day of December, 2004, Paragraphs 3 and
13  of the 2004 Benefit Plan of Dark Dynamite, Inc. shall be  and
hereby are amended to read as follows:

3.   Shares of Stock Subject to this Plan.   A total of Fifty Two
Million One Hundred Twenty Five Thousand (52,125,000)  shares  of
Stock  may be subject to, or issued pursuant to, Benefits granted
under  this  Plan.  If any right to acquire Stock  granted  under
this Plan is exercised by the delivery of shares of Stock or  the
relinquishment of rights to shares of Stock, only the net  shares
of  Stock  issued (the shares of stock issued less the shares  of
Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

13.   Expiration and Termination of this Plan.  This Plan may  be
abandoned  or  terminated at any time by the Plan  Administrators
except  with respect to any Options then outstanding  under  this
Plan.  This Plan shall otherwise terminate on the earlier of  the
date  that  is five years from the date first appearing  in  this
Plan  or the date on which the last of the 52,125,000 shares  are
issued hereunder.


ATTEST:

/s/ Jared Gold
Jared D. Gold, President

Exhibit C
                         ALEX M. BUSTOS

                 63 West 100 South, Second Floor
 Attorney at LawSalt Lake City, Utah 84101
* Admitted only  in Texas                 Tel: (801) 575-8073 ext
114
                       Fax: (801) 575-8092

December 13, 2004

Board of Directors
Dark Dynamite, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re:  Legality and Authorization of Shares Issued Under  Form  S-8
Registration Statement

Gentlemen:

I have acted as special counsel for Dark Dynamite, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering
an opinion regarding the legality and authorization of the shares
proposed to be registered under an amended registration statement
on  Form  S-8 (the "Registration Statement") originally filed  on
May  20, 2004, and previously amended, August 12, 2004, September
28,  2004, October 22, 2004 and November 19, 2004.  The  proposed
amendment  is  to  be  filed  with the  Securities  and  Exchange
Commission ("the Commission") under the Securities Act  of  1933,
as  amended,  ("the  Act").  The Company is  registering  a  Post
Effective  Amendment  to  the Benefit  Plan  entitled  "The  2004
Benefit  Plan  of  Dark  Dynamite,  Inc."  (the  "Benefit  Plan")
pursuant to which the Company will authorized the issuance of  an
additional  Fifty  Million (50,000,000) shares of  the  Company's
common stock, par value $.001 (the "Shares").

In  connection  with  the preparation of  this  Opinion,  I  have
examined the following:

1.   The  Company's  Articles  of  Incorporation  and  amendments
     thereto  and  Bylaws  as submitted  to  me  by  the  Company
     pursuant to my request for same;

2.  The Registration Statement herein referenced;

3.   The  Board of Directors Resolution, dated December 13, 2004,
     authorizing   and  approving  the  Company's   Post   Effect
     Amendment  No.  Five  to  The  2004  Benefit  Plan  and  the
     preparation of the Registration Statement;

4.   The  Company's Section 10(a) Prospectus for the Registration
Statement;

5.   The Company's Form 10-KSB for the fiscal year ended December
31, 2003;

6.   The  Company's Form 10-QSB for the quarter ended  March
     31, 2004;

7.   The  Company's Form 10-KSB for the quarter  ended  June
       30, 2004;

8.    The  Company's  Form  10-QSB  for  the  quarter  ended
September 30, 2004;

9.   Such other documents as I have deemed necessary for the
     purposes of this Opinion.

      Additionally,  I  have  made  such  investigations  of
federal  law  as I have considered necessary and appropriate
to  form  a basis for this opinion.  My opinion is qualified
by  the  scope of the review specified herein and I make  no
representations  as to the sufficiency of  my  investigation
for  this  opinion.  I further expressly  exempt  from  this
opinion   any   representations  as  to  the   completeness,
adequacy,  accuracy  or any other aspect  of  the  financial
statements incorporated in the Registration Statement.

      The  documentation and representations provided to  me
for  this  opinion  by the Company and its  duly  authorized
representatives  indicate  that  the  Company   is   validly
organized under the laws of the State of Nevada; the Company
is current in its filings with the Commission; the Company's
Board  of  Directors has authorized the  Benefit  Plan;  the
Company's  Board of Directors has authorized the  filing  of
the  Post Effective Amended Registration Statement; and that
the  total of 52,125,000,000 shares to be included   in  the
Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually
issued and outstanding.   As such, I am of the opinion  that
the  Shares  herein referenced have been  duly  and  validly
authorized   and  that  subject  to  compliance   with   all
provisions of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in  the
Company.

      This opinion letter (this Opinion) is governed by, and
shall  be  interpreted in accordance with the Legal  Opinion
Accord  (the  Accord)  of the ABA Section  of  Business  Law
(1991).  As  a  consequence, it is subject to  a  number  of
qualifications,   limitations,  all  as  more   particularly
described in the Accord, and this opinion should be read  in
conjunction therewith.

This opinion is based upon and subject to the qualifications
and limitations specified below:

(A)  Certain  of  the remedial provisions of  the  2004
     Benefit  Plan may be further limited  or  rendered
     unenforceable   by  other  applicable   laws   and
     interpretations.

(B)  In  rendering the opinion that the shares  of  the
     Common  Stock  to  be registered pursuant  to  the
     Registration  Statement  and  issued   under   the
     Benefit  Plan will be validly issued,  fully  paid
     and   non-assessable,  I  assumed  that:  (1)  the
     Company's  Board of Directors has  exercised  good
     faith  in  establishing the  value  paid  for  the
     Shares; (2) all issuances and cancellations of the
     capital  stock of the Company will  be  fully  and
     accurately   reflected  in  the  Company's   Stock
     Records  as  provided  by the  Company's  transfer
     agent; and (3) the consideration, as determined by
     the  Company's Board of Directors, to be  received
     in  exchange for each issuance of common stock  of
     the  Company,  has been paid in full and  actually
     received by the Company.

(C)  I  have  made no independent verification  of  the
     facts   asserted  to  be  true  and  accurate   by
     authorized representatives of the Company and have
     assumed  that no person or entity has  engaged  in
     fraud    or   misrepresentation   regarding    the
     inducement  relating  to,  or  the  execution   or
     delivery of the    reviewed documents.

(D)  In  rendering this opinion I have assumed that all
     signatures   are  genuine,  that   all   documents
     submitted to me as copies conform substantially to
     the  originals, that all documents have been  duly
     executed on or as of the date represented  on  the
     documents,  that  execution and  delivery  of  the
     documents was duly authorized on the part  of  the
     parties,  that all documents are legal, valid  and
     binding  on  the  parties and that  all  corporate
     records are complete.

(E)  I  have  assumed  that the Company is satisfying  the
     substantive requirements of Form S-8 and I  expressly
     disclaim   any   opinion  regarding   the   Company's
     compliance with such requirements, whether  they  are
     of  federal or state origin, or any opinion as to the
     subsequent tradeability of any Shares issued pursuant
     to the Benefit Plan.

(F)  I  am admitted to practice law in the State of Texas.
     I  am  not  admitted to practice law in the State  of
     Nevada,  or  in  any  other  jurisdiction  where  the
     Company may own property or transact business.   This
     opinion  is  with respect to federal law only  and  I
     have  not  consulted  legal counsel  from  any  other
     jurisdiction for the purpose of the opinion contained
     herein.   I  expressly except from this  opinion  any
     opinion  as  to  whether or to what extent  a  Nevada
     court  or any other court would apply Nevada law,  or
     the  law of any other state or jurisdiction,  to  any
     particular  aspect  of the facts,  circumstances  and
     transactions that are the subject of this opinion.

(G)  This  opinion  is strictly limited to the  parameters
     contained and referenced herein and is valid only  as
     to  the  signature date with respect to the same.   I
     assume  no  responsibility  to  advise  you  of   any
     subsequent changes or developments which might affect
     any aspect to this opinion.

(H)        I  expressly  except from the opinion  set  forth
     herein  any  opinion concerning the need for compliance
     by  any  party, and in particular by the Company,  with
     the  provisions  of  the securities laws,  regulations,
     and/or rules of the United States of America, the State
     of  Nevada or any other jurisdiction with regard to any
     other  issue  not  expressly  addressed  herein,  which
     exclusion  shall  apply, but is  not  limited  to,  the
     subsequent tradeablity of the Shares on either a  state
     or federal level.

      I  hereby  consent to the use of this  opinion  as  an
exhibit to the Registration Statement.  This opinion may not
be  used,  relied  upon,  circulated,  quoted  or  otherwise
referenced  in whole or in part for any purpose  without  my
written consent.

     Sincerely,
     /s/ Alex Bustos
     Alex M. Bustos
[{"type": "S-8", "sequence": "1", "filename": "amnd5.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16104}]
{"company-data": {"conformed-name": "DARK DYNAMITE, INC", "cik": "0000830664", "assigned-sic": "2300", "irs-number": "651021346", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121267", "film-number": "041204108"}, "business-address": {"street1": "63 WEST 100 SOUTH", "street2": "SECOND FLOOR STUDIO", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "801-575-8073"}, "mail-address": {"street1": "63 WEST 100 SOUTH", "street2": "2ND FLOOR STUDIO", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "NCI HOLDINGS INC", "date-changed": "20030722"}, {"former-conformed-name": "VECTOR HOLDINGS CORP", "date-changed": "20000717"}, {"former-conformed-name": "VECTOR AEROMOTIVE CORP", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                   ---------------------------
              POST EFFECTIVE AMENDMENT NUMBER FIVE
                           FORM S-8/A
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                   ---------------------------

                       DARK DYNAMITE, INC.
     (Exact name of registrant as specified in its charter)

   Nevada                                           65-1021346
                 (State or other jurisdiction of
              (I.R.S. Employer Identification No.)
        incorporation or organization)

  63 West 400 South, 2nd Fl Studio, Salt Lake City, Utah 84101
            (Address of principal executive offices)

      The Amended 2004 Benefit Plan of Dark Dynamite, Inc..
                    (Full title of the plan)

 LaVonne Frost, 1414 East Telegraph Street, Carson City, Nevada
                              89701
    (Name, address, including zip code, of agent for service)

          Telephone number for Issuer:  (801) 746-3435

                 CALCULATION OF REGISTRATION FEE

    Title of      Amounts     Proposed      Proposed      Amount
Securities to be   to be      Maximum        Maximum        of
   Registered     Register    Offering      Aggregate    Registra
                     ed      Price Per      Offering     tion Fee
                              Share(1)        Price

 Common Stock,    50,000,0     0.027       $1,350,000    $ 171.05
0.001 par value      00

   (1) Bona fide estimate of maximum offering price solely for
 calculating the registration fee pursuant to Rule 457(h) of the
Securities Act of 1933, based on the average bid and asked price
  of the registrant's common stock as of December 11th, 2004, a
  date within five business days prior to the date of filing of
                  this registration statement.

In addition, pursuant to Rule 416 (c) under the Securities Act of
 1933, this Registration Statement also covers an indeterminate
 amount of interests to be offered or sold pursuant to the Plan
                        described herein.

           Post Effective Amendment Number Five to the
            2004 Benefit Plan of Dark Dynamite, Inc.

This Post Effective Amendment No. Five is being filed to reflect
that the Board of Directors of Dark Dynamite, Inc. (the
"Company") has amended The 2004 Benefit Plan of Dark Dynamite,
Inc., as filed by the Company in an S-8 Registration Statement on
May 20th, 2004, file no. 333-115690, and as amended, August 12,
2004, file no. 333-118150, September 28,2004, file no. 333-
119334, October 22, 2004, file no. 333-119886, and November  19,
2004, file no. 333-120583, each of which is incorporated herein
by reference.  This fifth amendment will increase the number of
shares to be included in the plan from Two Million One Hundred
Twenty Five Thousand (2,125,000) (which reflects the 2000 to 1
reverse split effected on November 17, 2004) shares to Fifty Two
Million One Hundred Twenty Five Thousand (52,125,000) shares..
The fifth amendment to the 2004 Benefit Plan of Dark Dynamite,
Inc. is filed as Exhibit "A" hereto.  The additional Fifty
Million (50,000,000) shares are being registered hereby.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed
in the Exhibit Index, which is found on page 4.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on December
13, 2004.

                              By:       /s/ Jared Gold

Jared D. Gold, as President

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

Signature                Title                         Date

   /s/ Jared Gold                         President
     December 13, 2004
       Jared D. Gold

INDEX TO EXHIBITS

                                                        Page
Exhibit   SEC Ref.      Description of Exhibit
   s         No.

   A        23(a)    Consent of Accountant               5

   B          4      Amendment to 2004 Benefit           6
                     Plan of Dark Dynamite, Inc.

   C      5, 23(b)   Opinion and consent of              7
                     Counsel with respect to the
                     legality of the issuance of
                     securities being issued

Exhibit A

Mike Bongiovanni
Greentree Financial Group, Inc.
21311 W. Catawaba Avenue
Cornelius, North Carolina 28031

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Dark Dynamite, Inc. Salt Lake City, Utah

We consent to the incorporation by reference of our reports and
to all references to our firm included in this Post Effective
Amendment Number Five to the Registration Statement on Form S-8
of Dark Dynamite, Inc. The amendment provides for the
registration and issuance of up to 50,000,000 additional shares
of common stock of Dark Dynamite pursuant to the 2004 Benefit
Plan of Dark Dynamite, Inc. Our report dated April, 24 2004, with
respect to the consolidated financial statements of Dark
Dynamite, Inc., incorporates by reference our audit of the
financial statements of NCI Holdings, Inc. n/k/a Dark Dynamite
which was included as an exhibit in NCI's n/k/a Dark Dynamite
Annual Report on Form 10-KSB for the year ended December 31,
2003.

/s/ Bongiovanni & Associates, PA
Bongiovanni & Associates, P.A.
December 13, 2004

                           Exhibit B.

           POST EFFECTIVE AMENDMENT NUMBER FOUR TO THE
          THE 2004 BENEFIT PLAN OF Dark Dynamite, Inc.

      Effective this 13th day of December, 2004, Paragraphs 3 and
13  of the 2004 Benefit Plan of Dark Dynamite, Inc. shall be  and
hereby are amended to read as follows:

3.   Shares of Stock Subject to this Plan.   A total of Fifty Two
Million One Hundred Twenty Five Thousand (52,125,000)  shares  of
Stock  may be subject to, or issued pursuant to, Benefits granted
under  this  Plan.  If any right to acquire Stock  granted  under
this Plan is exercised by the delivery of shares of Stock or  the
relinquishment of rights to shares of Stock, only the net  shares
of  Stock  issued (the shares of stock issued less the shares  of
Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

13.   Expiration and Termination of this Plan.  This Plan may  be
abandoned  or  terminated at any time by the Plan  Administrators
except  with respect to any Options then outstanding  under  this
Plan.  This Plan shall otherwise terminate on the earlier of  the
date  that  is five years from the date first appearing  in  this
Plan  or the date on which the last of the 52,125,000 shares  are
issued hereunder.

ATTEST:

/s/ Jared Gold
Jared D. Gold, President

Exhibit C
                         ALEX M. BUSTOS

                 63 West 100 South, Second Floor
 Attorney at LawSalt Lake City, Utah 84101
* Admitted only  in Texas                 Tel: (801) 575-8073 ext
114
                       Fax: (801) 575-8092

December 13, 2004

Board of Directors
Dark Dynamite, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re:  Legality and Authorization of Shares Issued Under  Form  S-8
Registration Statement

Gentlemen:

I have acted as special counsel for Dark Dynamite, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering
an opinion regarding the legality and authorization of the shares
proposed to be registered under an amended registration statement
on  Form  S-8 (the "Registration Statement") originally filed  on
May  20, 2004, and previously amended, August 12, 2004, September
28,  2004, October 22, 2004 and November 19, 2004.  The  proposed
amendment  is  to  be  filed  with the  Securities  and  Exchange
Commission ("the Commission") under the Securities Act  of  1933,
as  amended,  ("the  Act").  The Company is  registering  a  Post
Effective  Amendment  to  the Benefit  Plan  entitled  "The  2004
Benefit  Plan  of  Dark  Dynamite,  Inc."  (the  "Benefit  Plan")
pursuant to which the Company will authorized the issuance of  an
additional  Fifty  Million (50,000,000) shares of  the  Company's
common stock, par value $.001 (the "Shares").

In  connection  with  the preparation of  this  Opinion,  I  have
examined the following:

1.   The  Company's  Articles  of  Incorporation  and  amendments
     thereto  and  Bylaws  as submitted  to  me  by  the  Company
     pursuant to my request for same;

2.  The Registration Statement herein referenced;

3.   The  Board of Directors Resolution, dated December 13, 2004,
     authorizing   and  approving  the  Company's   Post   Effect
     Amendment  No.  Five  to  The  2004  Benefit  Plan  and  the
     preparation of the Registration Statement;

4.   The  Company's Section 10(a) Prospectus for the Registration
Statement;

5.   The Company's Form 10-KSB for the fiscal year ended December
31, 2003;

6.   The  Company's Form 10-QSB for the quarter ended  March
     31, 2004;

7.   The  Company's Form 10-KSB for the quarter  ended  June
       30, 2004;

8.    The  Company's  Form  10-QSB  for  the  quarter  ended
September 30, 2004;

9.   Such other documents as I have deemed necessary for the
     purposes of this Opinion.

      Additionally,  I  have  made  such  investigations  of
federal  law  as I have considered necessary and appropriate
to  form  a basis for this opinion.  My opinion is qualified
by  the  scope of the review specified herein and I make  no
representations  as to the sufficiency of  my  investigation
for  this  opinion.  I further expressly  exempt  from  this
opinion   any   representations  as  to  the   completeness,
adequacy,  accuracy  or any other aspect  of  the  financial
statements incorporated in the Registration Statement.

      The  documentation and representations provided to  me
for  this  opinion  by the Company and its  duly  authorized
representatives  indicate  that  the  Company   is   validly
organized under the laws of the State of Nevada; the Company
is current in its filings with the Commission; the Company's
Board  of  Directors has authorized the  Benefit  Plan;  the
Company's  Board of Directors has authorized the  filing  of
the  Post Effective Amended Registration Statement; and that
the  total of 52,125,000,000 shares to be included   in  the
Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually
issued and outstanding.   As such, I am of the opinion  that
the  Shares  herein referenced have been  duly  and  validly
authorized   and  that  subject  to  compliance   with   all
provisions of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in  the
Company.

      This opinion letter (this Opinion) is governed by, and
shall  be  interpreted in accordance with the Legal  Opinion
Accord  (the  Accord)  of the ABA Section  of  Business  Law
(1991).  As  a  consequence, it is subject to  a  number  of
qualifications,   limitations,  all  as  more   particularly
described in the Accord, and this opinion should be read  in
conjunction therewith.

This opinion is based upon and subject to the qualifications
and limitations specified below:

(A)  Certain  of  the remedial provisions of  the  2004
     Benefit  Plan may be further limited  or  rendered
     unenforceable   by  other  applicable   laws   and
     interpretations.

(B)  In  rendering the opinion that the shares  of  the
     Common  Stock  to  be registered pursuant  to  the
     Registration  Statement  and  issued   under   the
     Benefit  Plan will be validly issued,  fully  paid
     and   non-assessable,  I  assumed  that:  (1)  the
     Company's  Board of Directors has  exercised  good
     faith  in  establishing the  value  paid  for  the
     Shares; (2) all issuances and cancellations of the
     capital  stock of the Company will  be  fully  and
     accurately   reflected  in  the  Company's   Stock
     Records  as  provided  by the  Company's  transfer
     agent; and (3) the consideration, as determined by
     the  Company's Board of Directors, to be  received
     in  exchange for each issuance of common stock  of
     the  Company,  has been paid in full and  actually
     received by the Company.

(C)  I  have  made no independent verification  of  the
     facts   asserted  to  be  true  and  accurate   by
     authorized representatives of the Company and have
     assumed  that no person or entity has  engaged  in
     fraud    or   misrepresentation   regarding    the
     inducement  relating  to,  or  the  execution   or
     delivery of the    reviewed documents.

(D)  In  rendering this opinion I have assumed that all
     signatures   are  genuine,  that   all   documents
     submitted to me as copies conform substantially to
     the  originals, that all documents have been  duly
     executed on or as of the date represented  on  the
     documents,  that  execution and  delivery  of  the
     documents was duly authorized on the part  of  the
     parties,  that all documents are legal, valid  and
     binding  on  the  parties and that  all  corporate
     records are complete.

(E)  I  have  assumed  that the Company is satisfying  the
     substantive requirements of Form S-8 and I  expressly
     disclaim   any   opinion  regarding   the   Company's
     compliance with such requirements, whether  they  are
     of  federal or state origin, or any opinion as to the
     subsequent tradeability of any Shares issued pursuant
     to the Benefit Plan.

(F)  I  am admitted to practice law in the State of Texas.
     I  am  not  admitted to practice law in the State  of
     Nevada,  or  in  any  other  jurisdiction  where  the
     Company may own property or transact business.   This
     opinion  is  with respect to federal law only  and  I
     have  not  consulted  legal counsel  from  any  other
     jurisdiction for the purpose of the opinion contained
     herein.   I  expressly except from this  opinion  any
     opinion  as  to  whether or to what extent  a  Nevada
     court  or any other court would apply Nevada law,  or
     the  law of any other state or jurisdiction,  to  any
     particular  aspect  of the facts,  circumstances  and
     transactions that are the subject of this opinion.

(G)  This  opinion  is strictly limited to the  parameters
     contained and referenced herein and is valid only  as
     to  the  signature date with respect to the same.   I
     assume  no  responsibility  to  advise  you  of   any
     subsequent changes or developments which might affect
     any aspect to this opinion.

(H)        I  expressly  except from the opinion  set  forth
     herein  any  opinion concerning the need for compliance
     by  any  party, and in particular by the Company,  with
     the  provisions  of  the securities laws,  regulations,
     and/or rules of the United States of America, the State
     of  Nevada or any other jurisdiction with regard to any
     other  issue  not  expressly  addressed  herein,  which
     exclusion  shall  apply, but is  not  limited  to,  the
     subsequent tradeablity of the Shares on either a  state
     or federal level.

      I  hereby  consent to the use of this  opinion  as  an
exhibit to the Registration Statement.  This opinion may not
be  used,  relied  upon,  circulated,  quoted  or  otherwise
referenced  in whole or in part for any purpose  without  my
written consent.

     Sincerely,
     /s/ Alex Bustos
     Alex M. Bustos