SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                      ---------------------------
                  POST EFFECTIVE AMENDMENT NUMBER ONE
                               FORM S-8
                     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)

          61 West 100 South Second Floor, 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, including area code, of agent for service: (775) 883-5755
                                                               --------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                        <C>             <C>                     <C>                    <C>

Title of Securities to     Amounts to      Proposed                Proposed               Amount of
be Registered              be              Maximum                 Maximum                Registration
                           Registered      Offering Price Per      Aggregate Offering     Fee
                                           Share(1)                Price
$.001 par value            100,000,000     0.0037                  $370,000               $ 92.50
Common Stock or
options to purchase
Common Stock
========================  ===============  =====================  =====================  ==================
</TABLE>


(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 August 5th, 2004, a date within five business days prior to
         the date of filing of this registration statement.



                                      1
<PAGE>


                  2004 Benefit Plan of Dark Dynamite, Inc.
               Cross-Reference Sheet Pursuant to Rule 404(a)


Item 2. Post Effective Amendment to the 2004 Benefit Plan of Dark Dynamite, Inc.

     This Post Effective Amendment Number One is being filed to reflect that the
Board of Directors of Dark Dynamite, Inc., a Nevada corporation (the "Company"),
has today, August 9th, 2004, amended The 2004 Benefit Plan of Dark Dynamite,
Inc. (the "Plan") originally filed May 20th, 2004, and hereby incorporated by
reference. This amendment will increase the number of shares to be included in
the plan from fifty million to one hundred and fifty million, namely fifty
million shares and fifty million non-option shares. The amendment to the 2004
Benefit Plan of Dark Dynamite is filed as Exhibit "A" hereto. The additional one
hundred million shares are registered hereby

Cross-reference between items Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Dark Dynamite, Inc., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003.

         2.       All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2003.

         Prior to the filing, if any, of a post-effective amendment, that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.






                                      2
<PAGE>


Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act.  A description of such securities is contained in the
Company's initial Form S-3 Registration Statement filed with the Commission on
December 22, 1995, and is incorporated herein by reference.  (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

        No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

        Section 78.751 of the Nevada Revised Statutes provides for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgements, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company. This section
requires that the individual was acting "in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful". The section further
provides that "indemnification ..... may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action".

        At present the Company has not entered into individual indemnity
agreements with its officers or directors. The Company's By-Laws and Articles of
Incorporation, however, provide a blanket indemnification that the Company shall
indemnify, to the fullest extent under Nevada law, its directors and officers
against certain liabilities incurred with respect to their service in such
capacities. In addition, the Certificate of Incorporation provides that the
personal liability of directors and officers to the Company and its stockholders
for monetary damages will be limited. A majority vote of the Board of Directors,
approval of the stockholder or court approval is required to effectuate
indemnification. The foregoing discussion of indemnification merely summarizes
certain aspects of indemnification provisions under Nevada law and is limited by
reference to the applicable section(s) of the Nevada Corporation Law.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such


                                      3

<PAGE>

indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this Registration Statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 6.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement to
         include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

         (2)      To treat, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, offi provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                     4

<PAGE>

                                SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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, in Salt Lake City, Utah, on August 9, 2004.

                                         Dark Dynamite, Inc.

                                         By   /s/ Jared Gold
                                         ---------------------------------------
                                         Jared Gold, CEO, President and Director




                                     5


<PAGE>


                              INDEX TO EXHIBITS


                                                                            Page
Exhibits      SEC Ref. No.     Description of Exhibit
--------      ------------     ----------------------
A                  4           Post Effective Amendment Number One             7

B                  21          Section 10 (a) Prospectus                      11

C               5, 22(b)       Opinion and consent of Counsel with            15
                               respect to the legality of the
                               issuance of securities being issued

D                23(a)         Consent of Accountant                          18



















                                     6


<PAGE>
                   POST EFFECTIVE AMENDMENT NUMBER ONE TO THE
                  THE 2004 BENEFIT PLAN OF DARK DYNAMITE, INC.


Exhibit A

        Effective this 5th day of August, 2004, Paragraphs 3 and 13 of the 2004
Benefit Plan of Dark Dynamite, Inc. shall be and hereby are amended to read as
follows:

        Dark Dynamite, Inc., a Nevada corporation (the "Company"), hereby adopts
Post Effective Amendment Number One to The 2004 Benefit Plan of Dark Dynamite,
Inc. (the "Plan") this 5th day of August, 2004.  Under the Plan, the Company may
issue stock, or grant options to acquire the Company's common stock, par value
$0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions seDirectors, Benefits may from
time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries, provided
that bona fide services shall be rendered by consultants and advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction. No stock may be issued, or option granted under the
benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Company's securities.

1.      Purpose of the Plan. The Plan is intended to aid the Company in
        --------------------
maintaining and developing a management team, attracting qualified officers and
employees capable of assuring the future success of the Company, and rewarding
those individuals who have contributed to the success of the Company.  The
Company has designed this Plan to aid it in retaining the services of executives
and employees and in attracting new personnel when needed for future operations
and growth and to provide such personnel with an incentive to remain employees
of the Company, to use their best efforts to promote the success of the
Company's business, and to provide them with an opportunity to obtain or
increase a proprietary interest in the Company.  It is also designed to permit
the Company to reward those individuals who are not employees of the Company but
who management perceives to have contributed to the success of the Company or
who are important to the continued business and operations of the Company.  The
above goals will be achieved through the granting of Benefits.

2.      Administration of this Plan.  Administration of this Plan shall be
        ----------------------------
determined by the Company's Board of Directors (the "Board").  Subject to
compliance with applicable provisions of the governing law, the Board may
delegate administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the Board as it
deems proper (hereinafter the Board or its authorized committee shall be
referred to as "Plan Administrators").  The interpretation and construction of
the terms of this Plan by the Plan Administrators thereof shall be final and
binding on all participants in this Plan absent a showing of demonstrable error.
No member of the Plan Administrators shall be liable for any action taken or
determination made in good faith with respect to this Plan.  Any Benefit
approved by a majority vote of those Plan Administrators attending a duly and
properly held meeting shall be valid.  Any Benefit approved by the Plan
Administrators shall be approved as specified by the Board at the time of
delegation.

                                        7
<PAGE>


3.       Shares of Stock Subject to this Plan.   This Post Effective Amendment
         -------------------------------------
Number One to Form S-8 provides for an increase of One Hundred Million
(100,000,000) shares of Stock may be subject to, or issued pursuant to, benefits
granted under this Plan.  THis amendment brings the total number of common stock
shares issuable under the Plan to One Hundred Fifty Million (150,000,000).  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.

4.       Reservation of Stock on Granting of Option.  At the time any option is
         -------------------------------------------
granted under the terms of this Plan, the Company will reserve for issuance the
number of shares of Stock subject to such option until it is exercised or
expires.  The Company may reserve either authorized but unissued shares or
issued shares recquired by the Company.

5.       Eligibility.  The Plan Administrators may grant Benefits to employees,
         ------------
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company or its subsidiaries, including consultants and advisors, provided that
such consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
salt of securities in a capital-raising transaction.  In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan.  Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.       Term of Options issued as Benefits and Certain Limitations on Right to
         ----------------------------------------------------------------------
Exercise.
---------
         a.     Each option issued as a benefit hereunder ("Option") shall have
         its term established by the Plan Administrators at the time the
         Option is granted.

         b.     The term of the Option, once it is granted, may be reduced only
         as provided for in this Plan and under the express written provisions
         of the Option.

         c.     Unless otherwise specifically provided by the written provisions
         of the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and deliveers the required
         consideration to the Company in accordance with the terms of this Plan
         and then only as to the number of shares of Stock acquired.  Except as
         specifically provided in this Plan or as otherwise specifically
         provided by the written provisions of the Option, no adjustment to the
         exercise price or the number of shares of Stock subject to the Options
         shall be made for dividends or other rights for which the record date
         is prior to the date on which the Stock subject to the Option is
         acquired by the holder.

                                        8
<PAGE>


         d.     Options shall vest and become exercisable at such time or times
         and on such terms as the Plan Administrators may determine at the time
         of the grant of the Option.

         e.     Options may contain such other provisions, including further
         lawful restrictions on the vesting and exercise of the Options as the
         Plan Administrators may deem advisable.

         f.     In no event may an Option be exercised after the expiration of
         its term.

         g.     Options shall be non-transferable, except by the laws of descent
         and distribution.

7.       Exercise Price.  The Plan Administrators shall establish the exercise
         ---------------
price payable to the Company for the shares to be obtained pursuant to Options
which exercise price may be amended from time to time as the Plan Administrators
shall determine.

8.       Payment of Exercise Price.  The exercise of any Option shall be
         --------------------------
contingent on receipt by the Company of the exercise price paid in either cash,
certified or personal check payable to the Company.

9.       Withholding.  If the grant of a Benefit hereunder, or exercise of an
         ------------
Option given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the optionee's
liability and will be reimbursed by optionee no later than six months after such
liability arises and optionee hereby agrees to such reimbursement terms.

10.      Dilution or Other Adjustment.  The shares of Stock subject to this Plan
         -----------------------------
and the exercise price of outstanding Options are subject to proprotionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization.  The Company, at its option, may
adjust the Options, issue replacements, or declare Options void.

11.      Benefits to Foreign Nationals.  The Plan Administators may, in order to
         ------------------------------
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom.  Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

                                        9
<PAGE>


12.      Listing and Registration of Shares.  Each Option shall be subject to
         -----------------------------------
the requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory boday as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

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 one hundred fifty millionth share is issued
hereunder.

14.      Amendment of this Plan.  This Plan may not be amended more than once
         -----------------------
during any six month period, other than to comport with changes in the Code or
the Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder.  The Plan Administrators may modify and amend the Plan
in any respect; provided, however, that to the extent such amendment or
modification would cause this Plan to no longer comply with the applicable
provisions of the Code governing incentive stock benefits as they may be amended
from time to time, such amendment or modification shall also be approved by the
shareholders of the Company.


     ATTEST:


   /S/ Jared Gold
---------------------
Jared Gold, President









                                    10

<PAGE>


Exhibit B
                        Section 10(A) prospectus of
                             Dark Dynamite, Inc.

This pospectus reflects changes made by Amendment Number One to the 2004 Benefit
Pland of Dark Dynamite, Inc., a Nevada corporation ("Company"), that have been
registered with the Securities and Exchange Commission ("Commission") under the
Securities Act of 1933.  This document, a Section 10(a) Prospectus, contains and
constitutes four sections.  The first and second sections "General Plan
Information" and "Registrant Information and Employee Plan Annual Information"
are found in this prospectus.  The Company's latest Form 10-KSB, for the fiscal
year ended December 31, 2003 and Form 10QSB for the quarter ended March 31, 2004
which is incorporated herein by this reference, comprises the third section of
this prospectus, with which offerees are being constructively provided.  The
fourth section of this prospectus contains a Stock Option Agreement and Notice
of Exercise, which are provided to offerees of stock options, to be completed
and submitted within the time permitted, in conjunction with the tender of the
appropriate consideration, by those who wish to exercise their options.

Item 1.     General Plan Information

The Company's board of directors ("Board") has adopted a stock option plan for
its employees and others entitled "The 2004 Benefit Plan of Dark Dynamite, Inc."
("Plan").  On August 5th, 2004 the Board amended the Plan by an additional One
Hundred Million (100,000,000) common stock shares.  Pursuant to this Amendment,
the Board can authorize the issuance of shares or options to purchase up to an
aggregate of One Hundred Fifty  million (150,000,000) shares of the Company's
common stock, par value $0.001 per share, over a maximum five (5) year period,
although the Board may shorten this period.

The Board originally adopted the Plan on May 18, 2004 providing for Fifty
Million (50,000,000) shares of its common stock pursuant to Form S-8.  The Plan
is intended to aid the Company in maintaining and developing a quality
management team, attracting qualified employees, consultants, and advisors who
can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code").  Administration of
the Plan is the exclusive province of the Board.  Board members are elected at
each annual meeting of shareholders for a term of one year.  Should the Company
fail to hold an annual meeting, each member of the Board serves until his or her
successor is duly elected and qualified.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information.  Alternatively, the Board may appoint
a committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators").  As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators.  This includes Dennis Thompson at the present.  The address of
the Board is c/o Dark Dynamite, Inc., 268 West 400 South, Salt Lake City, Utah
84101, telephone number 801-575-8073 .


                                      11


<PAGE>


In the event a vacancy in the Board arises, the vote of a majority of remaining
directors may select a successor, or, if the vacancy is not filled by the
remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy.  Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal.  Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options to be issued, and establish other terms related to the issuance or
granting of shares or options not already established in the Company's Plan.
Information concerning changes in the Plan Administrators will be provided in
the future either in the Company's proxy statements, annual or other reports, or
in amendments to this document.

Securities to be Offered

Shares and options providing for the issuance or purchase of common stock
equaling a maximum of One Hundred Fifty million (150,000,000) shares may be
granted under this Amendment Plan.  All options under the Plan are
"non-qualified" stock options.  The number of shares issuable under the Plan is
subject to adjustment in the event of changes in the outstanding shares
resulting from stock dividends, stock splits, or recapitalization.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees are eligible to
receive shares or options under the Plan.  The term "Employee" includes any
employee, director, officer, consultant, or advisor of the Company or any of its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive shares or
options. The Plan is not subject to ERISA. The securities are to be issued by
the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators.  If an option granted under the Plan should expire or terminate
for any reason without having been exercised in full, the  shares that have not
been purchased, subject to that option, will again be available for grant under
the Plan.  The exercise price payable to the Company for optioned shares shall
be as set forth from time to time by the Plan Administrator.  The exercise of
any share option shall be contingent on receipt by the Company of the exercise
price paid in either cash, certified or personal check payable to the Company.



                                       12

<PAGE>


The shares subject to the Plan and the exercise price of outstanding options are
subject to proportionate adjustment in the event of a stock dividend or a change
in the number of issued and outstanding shares as a r and all other interests
under the Plan shall be non-transferable, except by means of a will or the laws
of descent and distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any options then outstanding under the Plan.  The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which a share or an option for
the issuance of the last share under this plan is well granted under the Plan or
the date on which the last share is deregistered on a post-effective amendment
on Form S-8 filed with the Commission.  No options may be granted under the
terms of the Plan after it has been terminated.  The Board may alter or amend
the Plan.

Resale of Common Stock

Shares issued under the Plan or purchased on exercise of options granted under
the Plan will have been initially registered pursuant to a Form S-8 Registration
Statement filed by the Company.  Shares obtained pursuant to the Plan may be
eligible for immediate resale depending on whether an exemption from
registration is available or whether the shares are in fact registered.  The
Company makes no statement as to subsequent ability to sell specific shares
obtained pursuant to the Plan and urges any persons seeking to sell shares so
obtained to seek counsel from independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan, the
Board believes that the Company has filed all reports and other materials
required to be filed with the Commission during the preceding twelve months
under the Securities Exchange Act of 1934 as of August 5, 2004.

Tax Effects of Plan Participation & Non-statutory Options

The following discussion of the federal income tax consequences of participation
in the Plan is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences.  Additionally,
differences in participants' financial situations may cause federal, state, and
local tax consequences of participation in the Plan to vary.  Therefore, each
participant in the Plan is urged to consult his or her own accountant, legal or
other advisor regarding the tax consequences of participation in the Plan.  This
discussion is based on the provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares are issued to the original
holder of a non-qualified option granted and exercised under the Plan (assuming
there is not an active trading market for options of the Company), (i) the
option holder ("Holder") will not recognize income at the time of the grant of


                                     13


<PAGE>


the option; (ii) on exercise of the option the Holder will recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
acquired at the time of exercise over the exercise price; (iii) upon the sale of
the shares the Holder will recognize a short term or long term capital gain, or
loss, as may be, in an amount equal to the difference between the amount he or
she receives from the sale of those shares and the Holder's tax basis in the
shares (as described below); and (iv) the Company will be entitled to expense as
compensation the amount of ordinary income that the holder recognized, as set
forth in Clause (ii) above.

If the Holder pays the exercise price entirely in cash, the tax basis of the
shares will be equal to the amount of the exercise price paid plus the ordinary
income recognized by the Holder from exercising the options.  This basis should
equal the fair market value of the shares acquired on the date of exercise.  The
holding period, if any, will begin on the day after the tax basis of the shares
is determined.

The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company.  As with other forms of
compensation, withholding tax and other payments will be due with respect to the
exercise of the options. The Company will initially pay the Optionee's liability
and will be reimbursed by optionee no later than six months after such liability
arises. Optionee hereby agrees to such reimbursement terms.

Item 2.     Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge, of
the Company's periodic reports filed with the Commission, including its latest
annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.  The
Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement.  These documents are also incorporated
by reference into the Section 10(a) Prospectus, of which this document is a
part.  Requests for such information should be directed to the Company at Dark
Dynamite, Inc., 61 West 100 South, Salt Lake City, Utah 84101 or by calling
801-575-8073.


                                      14


<PAGE>


Exhibit C
                              ALEX B. BUSTOS
                             ATTORNEY AT LAW*
                       268 West 400 South, Suite 300
                         Salt Lake City, Utah 84101
                           (801) 575-8073 ext 127
                         * admitted only in Texas

                                                 August 5th, 2004

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

Standard Registrar & Transfer Company, Inc.
12528 South 1840 East
Draper, Utah 84020

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 a Post Effective Amendment No. 1 to the Registration Statement on Form S-8
(the "Registration Statement") to amend a prior filing on May 20th, 2004. This
opinion relates to the registration of 100,000,000 million shares of its common
stock, par value $0.001 per Stock Share, which are issuable pursuant to the 2004
Benefit Plan of Dark Dynamite, Inc.

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 has authorized the issuance of an
additional one hundred million (100,000,000) 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, amendment(s) 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 August 5th, 2004, authorizing and
approving the Company's Post Effective Amendment Number One to the 2004 Benefit
Plan and the preparation of the Registration Statement;

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



                                    15


<PAGE>


5. The  Company's (NCI n/k/a Dark Dynamite) Form 10-KSB for the fiscal year
ended December 31, 2003 and the Company's Form 10-QSB for the quarterly period
ended March 31, 2004;

6.  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 Registration Statement; and that the One Hundred Million
(100,000,000) shares to be included in the Registration Statement are available
for issuance based upon corporate documentation and on the number 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 provision of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in the Company.

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
     documents reviewed.

     (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


                                        16

<PAGE>


     execution and delivery of the documents were 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 of 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 of this opinion.

     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 prior written consent.

                                                  Sincerely,

                                                  /s/ Alex M. Bustos
                                                  ------------------------------
                                                  Alex M. Bustos




                                     17


<PAGE>

Exhibit D

Mike Bongiovanni
Greentree Financial Group, Inc.
21311 W. Catawaba Ave.
Cornelius, NC 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 in this Post Effective Amendment to
the Registration Statement on Form S-8 of Dark Dynamite, Inc. The amendment
provides for the registration and issuance of up to 100,000,000 shares of common
stock of Dark Dynamite pursuant to the 2004 Benefit Plan of Dark Dynamite, Inc.
Our report dated May 19th, 2004 incorporates by reference our audit of the
financial statements of NCI n/k/a Dark Dynamite which was included as an exhibit
in NCI n/k/a Dark Dynamite's Annual Report on Form 10-KSB for the year ended
December 31, 2003 and as filed with the Securities and Exchange Commission, as
well as to all references to our firm included in this Registration Statement.

/s/ Mike Bongiovanni
------------------------------
BONGIOVANNI & ASSOCIATES, P.A.
August 5th, 2004





                                      18
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s-8080504.txt", "description": "FORM S-8 REGISTRATION", "secsgml_size_bytes": 47601}]
{"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": "333-118150", "film-number": "04969513"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "SUITE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "801-575-8073"}, "mail-address": {"street1": "268 WEST 400 SOUTH, SUITE 300", "street2": "SUITE 300", "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 ONE
                               FORM S-8
                     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)

          61 West 100 South Second Floor, 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, including area code, of agent for service: (775) 883-5755
                                                               --------------

                        CALCULATION OF REGISTRATION FEE
Title of Securities to     Amounts to      Proposed                Proposed               Amount of
be Registered              be              Maximum                 Maximum                Registration
                           Registered      Offering Price Per      Aggregate Offering     Fee
                                           Share(1)                Price
$.001 par value            100,000,000     0.0037                  $370,000               $ 92.50
Common Stock or
options to purchase
Common Stock
========================  ===============  =====================  =====================  ==================
(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 August 5th, 2004, a date within five business days prior to
         the date of filing of this registration statement.

                                      1
2004 Benefit Plan of Dark Dynamite, Inc.
               Cross-Reference Sheet Pursuant to Rule 404(a)

Item 2. Post Effective Amendment to the 2004 Benefit Plan of Dark Dynamite, Inc.

     This Post Effective Amendment Number One is being filed to reflect that the
Board of Directors of Dark Dynamite, Inc., a Nevada corporation (the "Company"),
has today, August 9th, 2004, amended The 2004 Benefit Plan of Dark Dynamite,
Inc. (the "Plan") originally filed May 20th, 2004, and hereby incorporated by
reference. This amendment will increase the number of shares to be included in
the plan from fifty million to one hundred and fifty million, namely fifty
million shares and fifty million non-option shares. The amendment to the 2004
Benefit Plan of Dark Dynamite is filed as Exhibit "A" hereto. The additional one
hundred million shares are registered hereby

Cross-reference between items Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Dark Dynamite, Inc., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003.

         2.       All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2003.

         Prior to the filing, if any, of a post-effective amendment, that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

                                      2
Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act.  A description of such securities is contained in the
Company's initial Form S-3 Registration Statement filed with the Commission on
December 22, 1995, and is incorporated herein by reference.  (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

        No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

        Section 78.751 of the Nevada Revised Statutes provides for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgements, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company. This section
requires that the individual was acting "in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful". The section further
provides that "indemnification ..... may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action".

        At present the Company has not entered into individual indemnity
agreements with its officers or directors. The Company's By-Laws and Articles of
Incorporation, however, provide a blanket indemnification that the Company shall
indemnify, to the fullest extent under Nevada law, its directors and officers
against certain liabilities incurred with respect to their service in such
capacities. In addition, the Certificate of Incorporation provides that the
personal liability of directors and officers to the Company and its stockholders
for monetary damages will be limited. A majority vote of the Board of Directors,
approval of the stockholder or court approval is required to effectuate
indemnification. The foregoing discussion of indemnification merely summarizes
certain aspects of indemnification provisions under Nevada law and is limited by
reference to the applicable section(s) of the Nevada Corporation Law.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such

                                      3
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this Registration Statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 6.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement to
         include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

         (2)      To treat, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, offi provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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, in Salt Lake City, Utah, on August 9, 2004.

                                         Dark Dynamite, Inc.

                                         By   /s/ Jared Gold
                                         ---------------------------------------
                                         Jared Gold, CEO, President and Director

                                     5
INDEX TO EXHIBITS

                                                                            Page
Exhibits      SEC Ref. No.     Description of Exhibit
--------      ------------     ----------------------
A                  4           Post Effective Amendment Number One             7

B                  21          Section 10 (a) Prospectus                      11

C               5, 22(b)       Opinion and consent of Counsel with            15
                               respect to the legality of the
                               issuance of securities being issued

D                23(a)         Consent of Accountant                          18

                                     6
POST EFFECTIVE AMENDMENT NUMBER ONE TO THE
                  THE 2004 BENEFIT PLAN OF DARK DYNAMITE, INC.

Exhibit A

        Effective this 5th day of August, 2004, Paragraphs 3 and 13 of the 2004
Benefit Plan of Dark Dynamite, Inc. shall be and hereby are amended to read as
follows:

        Dark Dynamite, Inc., a Nevada corporation (the "Company"), hereby adopts
Post Effective Amendment Number One to The 2004 Benefit Plan of Dark Dynamite,
Inc. (the "Plan") this 5th day of August, 2004.  Under the Plan, the Company may
issue stock, or grant options to acquire the Company's common stock, par value
$0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions seDirectors, Benefits may from
time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries, provided
that bona fide services shall be rendered by consultants and advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction. No stock may be issued, or option granted under the
benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Company's securities.

1.      Purpose of the Plan. The Plan is intended to aid the Company in
        --------------------
maintaining and developing a management team, attracting qualified officers and
employees capable of assuring the future success of the Company, and rewarding
those individuals who have contributed to the success of the Company.  The
Company has designed this Plan to aid it in retaining the services of executives
and employees and in attracting new personnel when needed for future operations
and growth and to provide such personnel with an incentive to remain employees
of the Company, to use their best efforts to promote the success of the
Company's business, and to provide them with an opportunity to obtain or
increase a proprietary interest in the Company.  It is also designed to permit
the Company to reward those individuals who are not employees of the Company but
who management perceives to have contributed to the success of the Company or
who are important to the continued business and operations of the Company.  The
above goals will be achieved through the granting of Benefits.

2.      Administration of this Plan.  Administration of this Plan shall be
        ----------------------------
determined by the Company's Board of Directors (the "Board").  Subject to
compliance with applicable provisions of the governing law, the Board may
delegate administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the Board as it
deems proper (hereinafter the Board or its authorized committee shall be
referred to as "Plan Administrators").  The interpretation and construction of
the terms of this Plan by the Plan Administrators thereof shall be final and
binding on all participants in this Plan absent a showing of demonstrable error.
No member of the Plan Administrators shall be liable for any action taken or
determination made in good faith with respect to this Plan.  Any Benefit
approved by a majority vote of those Plan Administrators attending a duly and
properly held meeting shall be valid.  Any Benefit approved by the Plan
Administrators shall be approved as specified by the Board at the time of
delegation.

                                        7
3.       Shares of Stock Subject to this Plan.   This Post Effective Amendment
         -------------------------------------
Number One to Form S-8 provides for an increase of One Hundred Million
(100,000,000) shares of Stock may be subject to, or issued pursuant to, benefits
granted under this Plan.  THis amendment brings the total number of common stock
shares issuable under the Plan to One Hundred Fifty Million (150,000,000).  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.

4.       Reservation of Stock on Granting of Option.  At the time any option is
         -------------------------------------------
granted under the terms of this Plan, the Company will reserve for issuance the
number of shares of Stock subject to such option until it is exercised or
expires.  The Company may reserve either authorized but unissued shares or
issued shares recquired by the Company.

5.       Eligibility.  The Plan Administrators may grant Benefits to employees,
         ------------
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company or its subsidiaries, including consultants and advisors, provided that
such consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
salt of securities in a capital-raising transaction.  In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan.  Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.       Term of Options issued as Benefits and Certain Limitations on Right to
         ----------------------------------------------------------------------
Exercise.
---------
         a.     Each option issued as a benefit hereunder ("Option") shall have
         its term established by the Plan Administrators at the time the
         Option is granted.

         b.     The term of the Option, once it is granted, may be reduced only
         as provided for in this Plan and under the express written provisions
         of the Option.

         c.     Unless otherwise specifically provided by the written provisions
         of the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and deliveers the required
         consideration to the Company in accordance with the terms of this Plan
         and then only as to the number of shares of Stock acquired.  Except as
         specifically provided in this Plan or as otherwise specifically
         provided by the written provisions of the Option, no adjustment to the
         exercise price or the number of shares of Stock subject to the Options
         shall be made for dividends or other rights for which the record date
         is prior to the date on which the Stock subject to the Option is
         acquired by the holder.

                                        8
d.     Options shall vest and become exercisable at such time or times
         and on such terms as the Plan Administrators may determine at the time
         of the grant of the Option.

         e.     Options may contain such other provisions, including further
         lawful restrictions on the vesting and exercise of the Options as the
         Plan Administrators may deem advisable.

         f.     In no event may an Option be exercised after the expiration of
         its term.

         g.     Options shall be non-transferable, except by the laws of descent
         and distribution.

7.       Exercise Price.  The Plan Administrators shall establish the exercise
         ---------------
price payable to the Company for the shares to be obtained pursuant to Options
which exercise price may be amended from time to time as the Plan Administrators
shall determine.

8.       Payment of Exercise Price.  The exercise of any Option shall be
         --------------------------
contingent on receipt by the Company of the exercise price paid in either cash,
certified or personal check payable to the Company.

9.       Withholding.  If the grant of a Benefit hereunder, or exercise of an
         ------------
Option given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the optionee's
liability and will be reimbursed by optionee no later than six months after such
liability arises and optionee hereby agrees to such reimbursement terms.

10.      Dilution or Other Adjustment.  The shares of Stock subject to this Plan
         -----------------------------
and the exercise price of outstanding Options are subject to proprotionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization.  The Company, at its option, may
adjust the Options, issue replacements, or declare Options void.

11.      Benefits to Foreign Nationals.  The Plan Administators may, in order to
         ------------------------------
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom.  Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

                                        9
12.      Listing and Registration of Shares.  Each Option shall be subject to
         -----------------------------------
the requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory boday as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

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 one hundred fifty millionth share is issued
hereunder.

14.      Amendment of this Plan.  This Plan may not be amended more than once
         -----------------------
during any six month period, other than to comport with changes in the Code or
the Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder.  The Plan Administrators may modify and amend the Plan
in any respect; provided, however, that to the extent such amendment or
modification would cause this Plan to no longer comply with the applicable
provisions of the Code governing incentive stock benefits as they may be amended
from time to time, such amendment or modification shall also be approved by the
shareholders of the Company.

     ATTEST:

   /S/ Jared Gold
---------------------
Jared Gold, President

                                    10
Exhibit B
                        Section 10(A) prospectus of
                             Dark Dynamite, Inc.

This pospectus reflects changes made by Amendment Number One to the 2004 Benefit
Pland of Dark Dynamite, Inc., a Nevada corporation ("Company"), that have been
registered with the Securities and Exchange Commission ("Commission") under the
Securities Act of 1933.  This document, a Section 10(a) Prospectus, contains and
constitutes four sections.  The first and second sections "General Plan
Information" and "Registrant Information and Employee Plan Annual Information"
are found in this prospectus.  The Company's latest Form 10-KSB, for the fiscal
year ended December 31, 2003 and Form 10QSB for the quarter ended March 31, 2004
which is incorporated herein by this reference, comprises the third section of
this prospectus, with which offerees are being constructively provided.  The
fourth section of this prospectus contains a Stock Option Agreement and Notice
of Exercise, which are provided to offerees of stock options, to be completed
and submitted within the time permitted, in conjunction with the tender of the
appropriate consideration, by those who wish to exercise their options.

Item 1.     General Plan Information

The Company's board of directors ("Board") has adopted a stock option plan for
its employees and others entitled "The 2004 Benefit Plan of Dark Dynamite, Inc."
("Plan").  On August 5th, 2004 the Board amended the Plan by an additional One
Hundred Million (100,000,000) common stock shares.  Pursuant to this Amendment,
the Board can authorize the issuance of shares or options to purchase up to an
aggregate of One Hundred Fifty  million (150,000,000) shares of the Company's
common stock, par value $0.001 per share, over a maximum five (5) year period,
although the Board may shorten this period.

The Board originally adopted the Plan on May 18, 2004 providing for Fifty
Million (50,000,000) shares of its common stock pursuant to Form S-8.  The Plan
is intended to aid the Company in maintaining and developing a quality
management team, attracting qualified employees, consultants, and advisors who
can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code").  Administration of
the Plan is the exclusive province of the Board.  Board members are elected at
each annual meeting of shareholders for a term of one year.  Should the Company
fail to hold an annual meeting, each member of the Board serves until his or her
successor is duly elected and qualified.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information.  Alternatively, the Board may appoint
a committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators").  As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators.  This includes Dennis Thompson at the present.  The address of
the Board is c/o Dark Dynamite, Inc., 268 West 400 South, Salt Lake City, Utah
84101, telephone number 801-575-8073 .

                                      11
In the event a vacancy in the Board arises, the vote of a majority of remaining
directors may select a successor, or, if the vacancy is not filled by the
remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy.  Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal.  Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options to be issued, and establish other terms related to the issuance or
granting of shares or options not already established in the Company's Plan.
Information concerning changes in the Plan Administrators will be provided in
the future either in the Company's proxy statements, annual or other reports, or
in amendments to this document.

Securities to be Offered

Shares and options providing for the issuance or purchase of common stock
equaling a maximum of One Hundred Fifty million (150,000,000) shares may be
granted under this Amendment Plan.  All options under the Plan are
"non-qualified" stock options.  The number of shares issuable under the Plan is
subject to adjustment in the event of changes in the outstanding shares
resulting from stock dividends, stock splits, or recapitalization.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees are eligible to
receive shares or options under the Plan.  The term "Employee" includes any
employee, director, officer, consultant, or advisor of the Company or any of its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive shares or
options. The Plan is not subject to ERISA. The securities are to be issued by
the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators.  If an option granted under the Plan should expire or terminate
for any reason without having been exercised in full, the  shares that have not
been purchased, subject to that option, will again be available for grant under
the Plan.  The exercise price payable to the Company for optioned shares shall
be as set forth from time to time by the Plan Administrator.  The exercise of
any share option shall be contingent on receipt by the Company of the exercise
price paid in either cash, certified or personal check payable to the Company.

                                       12
The shares subject to the Plan and the exercise price of outstanding options are
subject to proportionate adjustment in the event of a stock dividend or a change
in the number of issued and outstanding shares as a r and all other interests
under the Plan shall be non-transferable, except by means of a will or the laws
of descent and distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any options then outstanding under the Plan.  The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which a share or an option for
the issuance of the last share under this plan is well granted under the Plan or
the date on which the last share is deregistered on a post-effective amendment
on Form S-8 filed with the Commission.  No options may be granted under the
terms of the Plan after it has been terminated.  The Board may alter or amend
the Plan.

Resale of Common Stock

Shares issued under the Plan or purchased on exercise of options granted under
the Plan will have been initially registered pursuant to a Form S-8 Registration
Statement filed by the Company.  Shares obtained pursuant to the Plan may be
eligible for immediate resale depending on whether an exemption from
registration is available or whether the shares are in fact registered.  The
Company makes no statement as to subsequent ability to sell specific shares
obtained pursuant to the Plan and urges any persons seeking to sell shares so
obtained to seek counsel from independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan, the
Board believes that the Company has filed all reports and other materials
required to be filed with the Commission during the preceding twelve months
under the Securities Exchange Act of 1934 as of August 5, 2004.

Tax Effects of Plan Participation & Non-statutory Options

The following discussion of the federal income tax consequences of participation
in the Plan is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences.  Additionally,
differences in participants' financial situations may cause federal, state, and
local tax consequences of participation in the Plan to vary.  Therefore, each
participant in the Plan is urged to consult his or her own accountant, legal or
other advisor regarding the tax consequences of participation in the Plan.  This
discussion is based on the provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares are issued to the original
holder of a non-qualified option granted and exercised under the Plan (assuming
there is not an active trading market for options of the Company), (i) the
option holder ("Holder") will not recognize income at the time of the grant of

                                     13
the option; (ii) on exercise of the option the Holder will recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
acquired at the time of exercise over the exercise price; (iii) upon the sale of
the shares the Holder will recognize a short term or long term capital gain, or
loss, as may be, in an amount equal to the difference between the amount he or
she receives from the sale of those shares and the Holder's tax basis in the
shares (as described below); and (iv) the Company will be entitled to expense as
compensation the amount of ordinary income that the holder recognized, as set
forth in Clause (ii) above.

If the Holder pays the exercise price entirely in cash, the tax basis of the
shares will be equal to the amount of the exercise price paid plus the ordinary
income recognized by the Holder from exercising the options.  This basis should
equal the fair market value of the shares acquired on the date of exercise.  The
holding period, if any, will begin on the day after the tax basis of the shares
is determined.

The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company.  As with other forms of
compensation, withholding tax and other payments will be due with respect to the
exercise of the options. The Company will initially pay the Optionee's liability
and will be reimbursed by optionee no later than six months after such liability
arises. Optionee hereby agrees to such reimbursement terms.

Item 2.     Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge, of
the Company's periodic reports filed with the Commission, including its latest
annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.  The
Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement.  These documents are also incorporated
by reference into the Section 10(a) Prospectus, of which this document is a
part.  Requests for such information should be directed to the Company at Dark
Dynamite, Inc., 61 West 100 South, Salt Lake City, Utah 84101 or by calling
801-575-8073.

                                      14
Exhibit C
                              ALEX B. BUSTOS
                             ATTORNEY AT LAW*
                       268 West 400 South, Suite 300
                         Salt Lake City, Utah 84101
                           (801) 575-8073 ext 127
                         * admitted only in Texas

                                                 August 5th, 2004

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

Standard Registrar & Transfer Company, Inc.
12528 South 1840 East
Draper, Utah 84020

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 a Post Effective Amendment No. 1 to the Registration Statement on Form S-8
(the "Registration Statement") to amend a prior filing on May 20th, 2004. This
opinion relates to the registration of 100,000,000 million shares of its common
stock, par value $0.001 per Stock Share, which are issuable pursuant to the 2004
Benefit Plan of Dark Dynamite, Inc.

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 has authorized the issuance of an
additional one hundred million (100,000,000) 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, amendment(s) 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 August 5th, 2004, authorizing and
approving the Company's Post Effective Amendment Number One to the 2004 Benefit
Plan and the preparation of the Registration Statement;

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

                                    15
5. The  Company's (NCI n/k/a Dark Dynamite) Form 10-KSB for the fiscal year
ended December 31, 2003 and the Company's Form 10-QSB for the quarterly period
ended March 31, 2004;

6.  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 Registration Statement; and that the One Hundred Million
(100,000,000) shares to be included in the Registration Statement are available
for issuance based upon corporate documentation and on the number 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 provision of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in the Company.

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
     documents reviewed.

     (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

                                        16
execution and delivery of the documents were 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 of 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 of this opinion.

     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 prior written consent.

                                                  Sincerely,

                                                  /s/ Alex M. Bustos
                                                  ------------------------------
                                                  Alex M. Bustos

                                     17
Exhibit D

Mike Bongiovanni
Greentree Financial Group, Inc.
21311 W. Catawaba Ave.
Cornelius, NC 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 in this Post Effective Amendment to
the Registration Statement on Form S-8 of Dark Dynamite, Inc. The amendment
provides for the registration and issuance of up to 100,000,000 shares of common
stock of Dark Dynamite pursuant to the 2004 Benefit Plan of Dark Dynamite, Inc.
Our report dated May 19th, 2004 incorporates by reference our audit of the
financial statements of NCI n/k/a Dark Dynamite which was included as an exhibit
in NCI n/k/a Dark Dynamite's Annual Report on Form 10-KSB for the year ended
December 31, 2003 and as filed with the Securities and Exchange Commission, as
well as to all references to our firm included in this Registration Statement.

/s/ Mike Bongiovanni
------------------------------
BONGIOVANNI & ASSOCIATES, P.A.
August 5th, 2004

                                      18