SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                        ---------------------------
                                  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)

                268 West 400 South, Salt Lake City, Utah 84101
                ----------------------------------------------
                   (Address of principal executive offices)

                  The 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>

                         Amounts to     Proposed Maximum     Proposed Maximum     Amount of
Title of Securities          be        Offering Price Per   Aggregate Offering   Registration
to be  Registered        Registered        Share(1)               Price              Fee
----------------------   ----------    ------------------   ------------------   ------------
$.001 par value Common   50,000,000    $            0.035   $        1,750,000   $     437.50
Stock, issuable upon
exercise of Options
======================   ==========    ==================   ==================   ============
</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 May 18, 2004, a date within five business days prior to the
         date of filing of this registration statement.



                                       Page 1 of 6 consecutively numbered pages.
                                    Exhibit Index appears on consecutive page 6.
                                        1

<PAGE>



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

         Cross-reference between items of 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.

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


                                      2

<PAGE>



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
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 reoffered 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 7.


                                      3

<PAGE>



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, officers and controlling persons of the
registrant pursuant to the foregoing 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.









                    [THIS SPACE INTENTIONALLY LEFT BLANK]


                                     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 May 19, 2004.

                                         Dark Dynamite, Inc.

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

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jared Gold, with power of substitution,
as his attorney-in-fact for him, in all capacities, to sign any amendments to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutes may do or cause
to be done by virtue hereof.

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

Signature                           Title                           Date
---------                           -----                           ----

 /s/ Jared Gold        CEO, President, and Director                 May 19, 2004
----------------------
Jared Gold



                                      5

<PAGE>



                               INDEX TO EXHIBITS
                               -----------------



Exhibits       SEC Ref. No.     Description of Exhibit                     Page
--------       ------------     ----------------------                     ----
   A                4           2004 Benefit Plan of Dark Dynamite, Inc.     7

   B               21           Section 10 (a) Prospectus                   10

   C             5, 23(b)       Opinion and consent of Counsel with respect 14
                                to the legality of the issuance of
                                securities being issued

   D               23(a)        Consent of Accountant                       22



                                       6
<PAGE>



                THE 2004 BENEFIT PLAN OF DARK DYNAMITE, INC.

         Dark Dynamite, Inc., a Nevada corporation (the "Company"), hereby
adopts The 2004 Benefit Plan of Dark Dynamite, Inc. (the "Plan") this 19th day
of May, 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 set forth herein ("Benefits"). In addition, at the discretion of the
Board of Directors, 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.

3. Shares of Stock Subject to this Plan. A total of fifty million (50,000,000)
   -------------------------------------
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

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


                                       7

<PAGE>



until it is exercised or expires. The Company may reserve either authorized but
unissued shares or issued shares reacquired 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
sale 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 delivers 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 Option 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.

         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 shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.



                                      8

<PAGE>



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 proportionate
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 Administrators 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.

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 body 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 4 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 this 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.


/s/ Jared Gold
Jared Gold, President


                                       9

<PAGE>



                          SECTION 10(A) PROSPECTUS OF
                              DARK DYNAMITE, INC.

May 18, 2004: This document constitutes part of a prospectus covering securities
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 2003 Benefit Plan of Dark Dynamite, Inc."
("Plan"). Pursuant to the Plan, the Board can authorize the issuance of shares
or options to purchase up to an aggregate of fifty million (50,000,000) 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 adopted the Plan on May 18, 2004. 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 .

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.


                                      10

<PAGE>



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 fifty million (50,000,000) shares may be granted under the
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.

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 result of a stock split,
consolidation, or other recapitalization. Options 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


                                      11

<PAGE>



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 fifty-millionth share is
granted under the Plan or the date on which the fifty-millionth 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 only once during any six
month period, except as to comply with changes to the Code. No termination,
suspension, alteration or amendment may adversely affect the rights of a holder
of a previously issued option without the consent of that holder.

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 May 18, 2004.

Tax Effects of Plan Participation & Nonstatutory 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
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.




                                      12

<PAGE>



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., 268 West 400 South, Salt Lake City, Utah 84101 or by calling
801- 575-8073.


                                       13

<PAGE>



                              STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Stock Option Agreement") is granted this
    day of       , 200  by Dark Dynamite, Inc. (the "Company") to
----      -------     -                                          ---------------
, an employee of the Company and a                        resident ("Optionee").
                                  ------------------------


                                   PREMISES

         A.       The Company has received valuable services from Optionee in
                  the past and desires to compensate Optionee for these services
                  by issuing Optionee an option (the "Option") to purchase a
                  total of            , shares of the Company's common stock,
                           -----------
                  par value $0.001 at a price of $            per option, to be
                                                  ------------
                  issued pursuant to a Form S-8 under the Securities Act of 1933
                  as amended ("Form S-8").

         B.       The exercise price of the Common Stock issuable on exercise of
                  the options at the date of this grant shall be $         per
                                                                  ---------
                  share.

         C.       These Options are being granted pursuant to the 2003 Benefit
                  Plan, which is incorporated herein by this reference.

                                            GRANT

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

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

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

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

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



                                        14

<PAGE>



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

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

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

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

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

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

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




                                          15

<PAGE>



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

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

             OPTIONEE                                    Dark Dynamite, Inc.


-----------------------------------                      -----------------------
             Optionee                                    Jared Gold, President








                                          16

<PAGE>



                                                NOTICE OF EXERCISE

                                    (To be signed only upon exercise of Option)

TO: Dark Dynamite, Inc.

         The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder
                                                    ----------------------
(                      ) shares ofCommon Stock of Dark Dynamite, Inc. and
herewith pays for the shares in the manner specified in the Option.  The
undersigned requests that the certificates for such shares be delivered to them
according to instructions indicated below.  If such shares are not all of the
shares purchasable under the Option, the undersigned further requests that a new
option certificate be issued and delivered to the undersigned for the remaining
shares purchasable under the Option.

DATED this       day of                 , 200
          -------      -----------------     ---


                                 By:
                                    -----------------------------
                                              Optionee



                                        17

<PAGE>




                             AFFIDAVIT OF OPTIONEE

         I,         , being an individual residing in the State of
           ---------                                              -------------
("Affiant"), make the following affidavit based upon facts known to me about
which I could competently testify to if so required.

         Affiant was retained by Dark Dynamite, Inc., a Nevada corporation,
("DRKD") as an for a substantial time period preceding          , 200   during
                                                      ----------     ---
which period Affiant became familiar with the business operations of DRKD.

         During the above-mentioned time, Affiant performed the following
services for DRKD:

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


The services provided were not in connection with the offer or sale of
securities in a capital-raising transaction. Affiant provided the services with
the understanding that Affiant would receive compensation for such services,
possibly including the grant of options to purchase shares of DRKD's common
stock.

         I declare under the penalty of perjury that the foregoing is true and
correct.  Executed this       day of      , 200  , in             .
                       -------      ------     --    --------------
Date:                                           Affiant
     ---------------------                             -------------------------
                                                       -------------------------



                              ACKNOWLEDGMENT


STATE OF                            )
            ---------------------
                                    :ss
COUNTY OF                           )
            ---------------------

         Before me, a notary public of said state, on the      day of
                                                         ------      -----------
200  , personally appeared            , to me known, who on oath stated
   --                     ------------
he/she signed the foregoing Affidavit as his or her voluntary act and deed, the
for the purposes therein expressed, and that the facts stated therein are true.



         SEAL

                                  ------------------------------
                                  Notary Public


                                      18

<PAGE>







                               GERALD EINHORN
                              ATTORNEY- AT- LAW*
                           1751 East Oakridge Drive
                          Salt Lake City, Utah 84106
                       Telephone (801)575-8073, Ext. 158
                           *Admitted only in New York

May 18, 2004

Board of Directors
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 registration statement on Form S-8 (the "Registration Statement") 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
Benefit Plan entitled "The 2004 Benefit Plan of Dark Dynamite, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
fifty million (50,000,000) shares of the Company's common stock, par value $.001
(the "Shares").

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

 1. The Company's Articles of Incorporation, 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 May 18, 2004, authorizing and
 approving the Company's 2004 Benefit Plan and the preparation of the
 Registration Statement;

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



                                     19

<PAGE>



 5. The Company's 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 fifty million (50,000,000)
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
         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.



                                       20

<PAGE>



         (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 New York. 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/ Gerald Einhorn
-----------------------------------
Gerald Einhorn




                                       21

<PAGE>





                       Bongiovanni & Associates, P.A
                            21311 W. Catawaba Ave
                             Cornelius, NC 28031

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Dark Dynamite, Inc. ("NCI") for the registration of the issuance of
up to 50,000,000 shares of common stock of NCI pursuant to the 2004 Benefit Plan
of Dark Dynamite, Inc. of our report dated May 19, 2004 on our audit of the
financial statements of NCI included as an exhibit in NCI's Annual Report on
Form 10-KSB dated May 17, 2004, filed with the Securities and Exchange
Commission.

/s/ Mike Bongiovanni
--------------------------------
BONGIOVANNI & ASSOCIATES, P.A.
May 19, 2004












                                      22

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s-8052004.txt", "description": "DARK DYNAMITE 2004 EMPLYEE PLAN", "secsgml_size_bytes": 59015}]
{"company-data": {"conformed-name": "NCI HOLDINGS 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": "333-115690", "film-number": "04821874"}, "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": "VECTOR HOLDINGS CORP", "date-changed": "20000717"}, {"former-conformed-name": "VECTOR AEROMOTIVE CORP", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                        ---------------------------
                                  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)

                268 West 400 South, Salt Lake City, Utah 84101
                ----------------------------------------------
                   (Address of principal executive offices)

                  The 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
                       -------------------------------
Amounts to     Proposed Maximum     Proposed Maximum     Amount of
Title of Securities          be        Offering Price Per   Aggregate Offering   Registration
to be  Registered        Registered        Share(1)               Price              Fee
----------------------   ----------    ------------------   ------------------   ------------
$.001 par value Common   50,000,000    $            0.035   $        1,750,000   $     437.50
Stock, issuable upon
exercise of Options
======================   ==========    ==================   ==================   ============
(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 May 18, 2004, a date within five business days prior to the
         date of filing of this registration statement.

                                       Page 1 of 6 consecutively numbered pages.
                                    Exhibit Index appears on consecutive page 6.
                                        1
2004 Benefit Plan of Dark Dynamite, Inc.
                   Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of 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.

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

                                      2
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
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 reoffered 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 7.

                                      3
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, officers and controlling persons of the
registrant pursuant to the foregoing 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.

                    [THIS SPACE INTENTIONALLY LEFT BLANK]

                                     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 May 19, 2004.

                                         Dark Dynamite, Inc.

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

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jared Gold, with power of substitution,
as his attorney-in-fact for him, in all capacities, to sign any amendments to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutes may do or cause
to be done by virtue hereof.

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

Signature                           Title                           Date
---------                           -----                           ----

 /s/ Jared Gold        CEO, President, and Director                 May 19, 2004
----------------------
Jared Gold

                                      5
INDEX TO EXHIBITS
                               -----------------

Exhibits       SEC Ref. No.     Description of Exhibit                     Page
--------       ------------     ----------------------                     ----
   A                4           2004 Benefit Plan of Dark Dynamite, Inc.     7

   B               21           Section 10 (a) Prospectus                   10

   C             5, 23(b)       Opinion and consent of Counsel with respect 14
                                to the legality of the issuance of
                                securities being issued

   D               23(a)        Consent of Accountant                       22

                                       6
THE 2004 BENEFIT PLAN OF DARK DYNAMITE, INC.

         Dark Dynamite, Inc., a Nevada corporation (the "Company"), hereby
adopts The 2004 Benefit Plan of Dark Dynamite, Inc. (the "Plan") this 19th day
of May, 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 set forth herein ("Benefits"). In addition, at the discretion of the
Board of Directors, 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.

3. Shares of Stock Subject to this Plan. A total of fifty million (50,000,000)
   -------------------------------------
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

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

                                       7
until it is exercised or expires. The Company may reserve either authorized but
unissued shares or issued shares reacquired 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
sale 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 delivers 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 Option 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.

         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 shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

                                      8
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 proportionate
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 Administrators 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.

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 body 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 4 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 this 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.

/s/ Jared Gold
Jared Gold, President

                                       9
SECTION 10(A) PROSPECTUS OF
                              DARK DYNAMITE, INC.

May 18, 2004: This document constitutes part of a prospectus covering securities
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 2003 Benefit Plan of Dark Dynamite, Inc."
("Plan"). Pursuant to the Plan, the Board can authorize the issuance of shares
or options to purchase up to an aggregate of fifty million (50,000,000) 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 adopted the Plan on May 18, 2004. 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 .

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.

                                      10
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 fifty million (50,000,000) shares may be granted under the
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.

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 result of a stock split,
consolidation, or other recapitalization. Options 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

                                      11
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 fifty-millionth share is
granted under the Plan or the date on which the fifty-millionth 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 only once during any six
month period, except as to comply with changes to the Code. No termination,
suspension, alteration or amendment may adversely affect the rights of a holder
of a previously issued option without the consent of that holder.

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 May 18, 2004.

Tax Effects of Plan Participation & Nonstatutory 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
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.

                                      12
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., 268 West 400 South, Salt Lake City, Utah 84101 or by calling
801- 575-8073.

                                       13
STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Stock Option Agreement") is granted this
    day of       , 200  by Dark Dynamite, Inc. (the "Company") to
----      -------     -                                          ---------------
, an employee of the Company and a                        resident ("Optionee").
                                  ------------------------

                                   PREMISES

         A.       The Company has received valuable services from Optionee in
                  the past and desires to compensate Optionee for these services
                  by issuing Optionee an option (the "Option") to purchase a
                  total of            , shares of the Company's common stock,
                           -----------
                  par value $0.001 at a price of $            per option, to be
                                                  ------------
                  issued pursuant to a Form S-8 under the Securities Act of 1933
                  as amended ("Form S-8").

         B.       The exercise price of the Common Stock issuable on exercise of
                  the options at the date of this grant shall be $         per
                                                                  ---------
                  share.

         C.       These Options are being granted pursuant to the 2003 Benefit
                  Plan, which is incorporated herein by this reference.

                                            GRANT

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

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

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

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

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

                                        14
6.       Adjustments to Number of Shares. The number of shares of
                  --------------------------------
                  Common Stock subject to this Option shall be adjusted to take
                  into account any stock splits, stock dividends,
                  recapitalization of the Common Stock as provided in the Stock
                  Option Plan.

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

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

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

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

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

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

                                          15
11.      Validity and Construction. The validity and construction of
                  --------------------------
                  this Agreement shall be governed by the laws of the State of
                  Nevada.

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

             OPTIONEE                                    Dark Dynamite, Inc.

-----------------------------------                      -----------------------
             Optionee                                    Jared Gold, President

                                          16
NOTICE OF EXERCISE

                                    (To be signed only upon exercise of Option)

TO: Dark Dynamite, Inc.

         The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder
                                                    ----------------------
(                      ) shares ofCommon Stock of Dark Dynamite, Inc. and
herewith pays for the shares in the manner specified in the Option.  The
undersigned requests that the certificates for such shares be delivered to them
according to instructions indicated below.  If such shares are not all of the
shares purchasable under the Option, the undersigned further requests that a new
option certificate be issued and delivered to the undersigned for the remaining
shares purchasable under the Option.

DATED this       day of                 , 200
          -------      -----------------     ---

                                 By:
                                    -----------------------------
                                              Optionee

                                        17
AFFIDAVIT OF OPTIONEE

         I,         , being an individual residing in the State of
           ---------                                              -------------
("Affiant"), make the following affidavit based upon facts known to me about
which I could competently testify to if so required.

         Affiant was retained by Dark Dynamite, Inc., a Nevada corporation,
("DRKD") as an for a substantial time period preceding          , 200   during
                                                      ----------     ---
which period Affiant became familiar with the business operations of DRKD.

         During the above-mentioned time, Affiant performed the following
services for DRKD:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

The services provided were not in connection with the offer or sale of
securities in a capital-raising transaction. Affiant provided the services with
the understanding that Affiant would receive compensation for such services,
possibly including the grant of options to purchase shares of DRKD's common
stock.

         I declare under the penalty of perjury that the foregoing is true and
correct.  Executed this       day of      , 200  , in             .
                       -------      ------     --    --------------
Date:                                           Affiant
     ---------------------                             -------------------------
                                                       -------------------------

                              ACKNOWLEDGMENT

STATE OF                            )
            ---------------------
                                    :ss
COUNTY OF                           )
            ---------------------

         Before me, a notary public of said state, on the      day of
                                                         ------      -----------
200  , personally appeared            , to me known, who on oath stated
   --                     ------------
he/she signed the foregoing Affidavit as his or her voluntary act and deed, the
for the purposes therein expressed, and that the facts stated therein are true.

         SEAL

                                  ------------------------------
                                  Notary Public

                                      18
GERALD EINHORN
                              ATTORNEY- AT- LAW*
                           1751 East Oakridge Drive
                          Salt Lake City, Utah 84106
                       Telephone (801)575-8073, Ext. 158
                           *Admitted only in New York

May 18, 2004

Board of Directors
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 registration statement on Form S-8 (the "Registration Statement") 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
Benefit Plan entitled "The 2004 Benefit Plan of Dark Dynamite, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
fifty million (50,000,000) shares of the Company's common stock, par value $.001
(the "Shares").

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

 1. The Company's Articles of Incorporation, 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 May 18, 2004, authorizing and
 approving the Company's 2004 Benefit Plan and the preparation of the
 Registration Statement;

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

                                     19
5. The Company's 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 fifty million (50,000,000)
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
         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.

                                       20
(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 New York. 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/ Gerald Einhorn
-----------------------------------
Gerald Einhorn

                                       21
Bongiovanni & Associates, P.A
                            21311 W. Catawaba Ave
                             Cornelius, NC 28031

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Dark Dynamite, Inc. ("NCI") for the registration of the issuance of
up to 50,000,000 shares of common stock of NCI pursuant to the 2004 Benefit Plan
of Dark Dynamite, Inc. of our report dated May 19, 2004 on our audit of the
financial statements of NCI included as an exhibit in NCI's Annual Report on
Form 10-KSB dated May 17, 2004, filed with the Securities and Exchange
Commission.

/s/ Mike Bongiovanni
--------------------------------
BONGIOVANNI & ASSOCIATES, P.A.
May 19, 2004

                                      22