Unassociated Document


    
      

    


    CONSENT
      SOLICITATION STATEMENT

    CHARYS
      HOLDING COMPANY, INC.

    Solicitation
      of Consents to Consent and Amendment to Indenture

    


    CUSIP
      Nos.

    161420AA2
      and 161420AB0

    


    Charys
      Holding Company, Inc. (the “Company”) hereby solicits consents (“Consents”) from
      the Holders of the Notes (hereinafter defined) as of June 25, 2007 (the “Record
      Date”) to a certain proposed amendment and a consent to a refinancing (the
“Consent and Amendment”) with respect to that certain Indenture among the
      Company, each subsidiary guarantor named therein, and The Bank of New York
      Trust
      Company, N.A., as trustee (the “Trustee”) dated February 16, 2007, pursuant to
      which the Company has issued to the Holders $175,000,000 principal amount of
      8.75% Senior Convertible Notes due 2012, and that certain Indenture dated March
      8, 2007, pursuant to which the Company has issued to the Holders $26,250,000
      principal amount of 8.75% Senior Convertible Notes due 2012 (both of such
      Indentures being collectively referred to as the “Indenture”).  Such
      Senior Convertible Notes are hereinafter defined as the “Notes.”

     

    THE
      TRUSTEE AND THE DEPOSITARY DO NOT MAKE ANY RECOMMENDATION AS TO WHETHER OR
      NOT
      HOLDERS SHOULD DELIVER CONSENTS TO THE CONSENT AND
      AMENDMENT.

     

    This
      Statement and the accompanying Consent and Letter of Transmittal contain or
      incorporate by reference important information that you should read before
      making a decision with respect to the requested Consents.

     

    _____________

     

    June
      25, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IMPORTANT

     

    A
      beneficial owner of Notes that are held of record by a custodian bank,
      depositary, broker, trust company or other nominee must instruct such custodian
      or other nominee to deliver the Consent on the beneficial owner’s
      behalf.  See “Consent Solicitation — Procedure for Delivering
      Consents.”

     

    The
      Depositary Trust Company (“DTC”) has authorized DTC participants that hold Notes
      on behalf of beneficial owners of Notes through DTC to deliver their Consents
      as
      if they were Holders.  Beneficial owners or delivering Holders will
      not be obligated to pay brokerage fees or commissions to the Trustee, the
      Depositary, the Information Agent, or the Company.

     

    Questions
      and requests for assistance may be directed to the Trustee or the Information
      Agent at its address and telephone number set forth in this
      Statement.  Additional copies of this Statement and the Consent and
      Letter of Transmittal and other related materials may be obtained from the
      Trustee or the Information Agent.  Beneficial owners may also contact
      their brokers, dealers, commercial banks or trust companies through which they
      hold the Notes with questions and requests for assistance.

     

    This
      Statement and the Consent and Letter of Transmittal contain important
      information that should be read before any decision is made with respect to
      a
      delivery of the Consents.

     

    This
      Statement does not constitute an offer to purchase Notes in any jurisdiction
      in
      which, or to or from any person to or from whom, it is unlawful to make such
      offer under applicable securities laws or “blue sky” laws.

     

    The
      delivery of this Statement shall not under any circumstances create any
      implication that the information contained herein is correct as of any time
      subsequent to the date hereof or that there has been no change in the
      information set forth herein or in any attachments hereto or in the affairs
      of
      the Company or any of its subsidiaries or affiliates since the date
      hereof.

     

    No
      dealer, salesperson or other person has been authorized to give any information
      or to make any representation not contained in this Statement and, if given
      or
      made, such information or representation may not be relied upon as having been
      authorized by the Company, the Trustee, the Information Agent, or the
      Depositary.

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

     

    
      	 	
              Page 

            
	 	 
	 	 
	
              SUMMARY

            	
              1

            
	
              THE
                COMPANY

            	
              3

            
	
              THE
                CONSENT SOLICITATION

            	
              4

            
	
              CERTAIN
                SIGNIFICANT CONSEQUENCES TO NON-DELIVERING HOLDERS

            	
              6

            
	
              THE
                DEPOSITARY AND THE INFORMATION AGENT

            	
              6

            
	
              AVAILABLE
                INFORMATION

            	
              7

            
	
              INCORPORATION
                OF DOCUMENTS BY REFERENCE

            	
              7

            
	
              MISCELLANEOUS

            	
              8

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUMMARY

     

    The
      following summary is provided solely for the convenience of Holders of the
      Notes.  This summary is not intended to be complete and is qualified
      in its entirety by reference to the full text and more specific details
      contained elsewhere in this Statement, the Consent and Letter of Transmittal
      and
      any amendments or supplements hereto or thereto.  Holders are urged to
      read this Statement in its entirety.  Each of the capitalized terms
      used in this summary and not defined herein has the meaning set forth elsewhere
      in this Statement.

     

    
      	
              The
                Company

            	
              Charys
                Holding Company, Inc.

            


    

     

    
      	
              The
                Notes

            	
              8.75%
                Senior Convertible Notes due 2012.  The Notes are governed by
                that certain Indenture among the Company, each subsidiary guarantor
                named
                therein, and The Bank of New York Trust Company, N.A., as Trustee,
                dated
                February 16, 2007, pursuant to which the Company has issued to the
                Holders
                $175,000,000 principal amount of 8.75% Senior Convertible Notes due
                2012,
                and that certain Indenture dated March 8, 2007, pursuant to which
                the
                Company has issued to the Holders $26,250,000 principal amount of
                8.75%
                Senior Convertible Notes due 2012 (both of such Indentures being
                collectively referred to as the
“Indenture”).

            


    

     

    
      	
              Consent
                Solicitation

            	
              The
                Company is soliciting Consents to the Consent and Amendment.
                 See “The Consent Solicitation
                — Purpose of the Consent
                Solicitation.”

            


    

     

    
      	
              Consent
                Date

            	
              5:00
                p.m. New York City time, on July 10, 2007, unless extended by the
                Company.  The Company retains the right to extend the Consent
                Date in its sole discretion.

            


    

     

    
      	
              Purpose
                of the Consent Solicitation

            	
              The
                purpose of the solicitation of Consents is to approve a certain proposed
                amendment and a consent to a refinancing as described in the Consent
                and
                Amendment attached to this Statement.  If the Consent
                and Amendment becomes operative, Holders who do not consent will
                be bound
                thereby notwithstanding the fact that they did not consent to the
                Consent
                and Amendment.  See “The Consent Solicitation — Purpose
                of the Consent Solicitation.”

            


    

     

    
      	
              How
                to Deliver Consents

            	
              Only
                registered holders of Notes are entitled to deliver the
                Consents.  Beneficial owners of Notes that are held of record by
                a custodian bank, depositary, broker, trust company or other nominee
                must
                instruct such custodian or nominee to deliver Notes on the beneficial
                owner’s behalf.

            


    

     

    
      	
              Information
                Agent

            	
              Michael
                Oyster.  Mr. Oyster is a vice president and a director of the
                Company.

            


    

     

    
      	
              Depositary

            	
              The
                Bank of New York Trust Company,
                N.A.

            


    

     

    
      	
              Trustee

            	
              The
                Bank of New York Trust Company,
                N.A.

            


    

     

    
      	
              Record
                Date

            	
              Only
                Holders of record as of June 25, 2007 are entitled to deliver
                Consents.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
              Further

              Information

            	
              Any
                questions or requests for assistance concerning the Consents and
                requests
                for additional copies of this Statement and the Consent and Letter
                of
                Transmittal may be directed to the Trustee or the Information Agent
                at its
                telephone number and address set forth in this
                Statement.  Beneficial owners may also contact their brokers,
                dealers, commercial banks or trust companies through which they hold
                the
                Notes with questions and requests for
                assistance.

            


    

     

     

    Intentionally
      Left Blank.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    THE
      COMPANY

     

    Charys
      Holding Company, Inc.

     

    Charys
      Holding Company, Inc. is a Delaware corporation, formerly known as Spiderboy
      International, Inc., which was in the business of creating and running the
      Spiderboy.com search engine on the World Wide Web.  On February 27,
      2004, as a result of a change of control transaction, the Company changed its
      business to that of a holding company.  The Company changed its name
      from Spiderboy International, Inc. to Charys Holding Company, Inc. on June
      25,
      2004, following its change of domicile from Minnesota to Delaware by a merger
      of
      Spiderboy International, Inc. into Charys Holding Company, Inc.

     

    The
      Company’s material subsidiaries are organized into two primary business
      lines:

     

    
      	
              ·

            	
              Remediation
                and reconstruction; and

            


    

     

    
      	
              ·

            	
              Wireless
                communications and data
                infrastructure.

            


    

     

    From
      formation, the Company’s initial business strategy was to grow rapidly through
      the acquisition of key companies in specific industries poised for growth,
      and
      then to integrate those businesses into larger firms of sufficient scale to
      achieve preferential relationships with strategic customers.  Having
      successfully acquired a number of operating companies in these industries,
      the
      Company’s primary focus is now on the development and implementation of
      strategies to maximize their growth by leveraging complimentary economies of
      scale and presence through its integrated business model.

     

    Remediation
      and Reconstruction.  The Company’s remediation and reconstruction
      business line includes emergency planning and coordination, response to
      catastrophic losses, reconstruction and restoration and environmental
      remediation.  The Company’s services cover the restoration and
      maintenance of commercial, industrial, marine, residential and institutional
      properties that have suffered catastrophic or other casualty
      losses.  The Company’s services include:

     

    
      	
              ·

            	
              Emergency
                planning and coordination services designed to minimize the human
                and
                asset risk in unexpected catastrophic incidents.  Personnel
                situations are predefined, and business continuity is ensured through
                comprehensive preparedness plans.  Services include developing
                responses for emergencies ranging from minor catastrophes to major
                disasters.  Emergency preparedness management plans are prepared
                that establish clear practices and procedures for the Company’s public and
                private sector clients.  Assessments are performed and tactics
                are developed, tested and trained.  In the event of a
                catastrophe, the response teams are deployed, with trained professional
                tactical leaders as first responders, to establish control, communications
                and contingency management that ensure discipline of procedures for
                asset
                recovery and resumption of
                business.

            


    

     

    
      	
              ·

            	
              Fire
                restorative services involve using the latest techniques and equipment
                to
                remove hazardous contaminants; restoring structures and equipment
                to full
                productivity; assessing and implementing the most effective and timely
                reconstruction procedures; and decontaminating and restoring facilities
                and equipment.  Specific services the Company provides include
                twenty-four hour emergency rapid response and mobilization; content
                and
                structure cleaning; smoke deodorization; cleaning and decontamination
                of
                air systems; emergency securing of buildings; electronic file recovery;
                document recovery and reproduction; moving and storage; monitoring
                of air
                quality during restoration; carpet cleaning; debris removal; and
                furniture
                refinishing.

            


    

     

    
      	
              ·

            	
              Water
                restoration services include providing rapid response to water damage
                and
                extraction of water in order to minimize losses and subsequent
                reconstruction.  Unique services relating to commercial
                properties address business interruption, continuity and loss of
                revenue
                in connection with restorative services.  In addition, the
                Company also offers content and structural mold
                remediation.

            


    

     

    
      	
              ·

            	
              The
                Company also offers a wide range of expanded professional catastrophic
                emergency services, including the Company’s Nationwide Catastrophe
                Response program, pursuant to which, in connection with major
                catastrophes, such as a major hurricane or earthquake, the Company
                provides resource management and coordination of a network of
                pre-qualified firms.  The Company also assists clients in
                complying with the financial procedures required for acceptance of
                their
                claims by federal government agencies and insurance
                providers.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Wireless
      Communications and Data Infrastructure.  The Company’s wireless
      communications and data infrastructure business line provides an array of
      telecommunications infrastructure services to large services providers and
      other
      business enterprises.  This family of companies provides engineering
      services, program management, construction, installation and maintenance
      services, premise wiring services, tower and radio infrastructure services,
      and
      technology implementation and integration services.  As a provider
      with a complete portfolio of infrastructure engineering and construction
      capabilities, the Company is also able to provide rapid deployment and
      restoration services in support of the Company’s remediation and reconstruction
      business unit.  The Company’s services include:

     

    
      	
              ·

            	
              Engineering
                and project management services, including outside plant, civil and
                environmental engineering and design of towers, and aerial, underground
                fiber optic and copper cable systems.  Systems integration is
                performed for technology deployments, including wide area radio systems,
                municipal broadband networks and business enterprise
                systems.  Project management services for nationwide wireless
                installations include site survey and acquisition, site environmental
                engineering and tower engineering and
                evaluation.

            


    

     

    
      	
              ·

            	
              Construction,
                installation and maintenance services include placing and splicing
                cable,
                excavation and placement of conduit and cable systems, placing of
                structures such as poles, cabinets and closures and installation
                and
                maintenance of transmission and central office equipment.  Tower
                and infrastructure services include site acquisition, engineering,
                construction, build to suit, electronics installation and
                maintenance.  Radio and electronics technology is staged,
                assembled and tested in the Company’s secure and environmentally
                controlled facilities.

            


    

     

    
      	
              ·

            	
              Technology
                implementation and integration services are designed to assist
                organizations of all sizes build more effective customer relationships
                by
                streamlining business processes, leveraging sophisticated technologies
                and
                increasing the efficiency of critical business
                interactions.  Services include business process consulting,
                communication systems auditing and analysis, custom system design,
                application development, system implementation integration, technical
                support and contact center
                outsourcing.

            


    

     

    The
      Company’s principal executive offices are located at 1117 Perimeter Center West,
      Suite N415, Atlanta, Georgia  30338.  The Company’s
      telephone number is (678) 443-2300.

     

     

     THE
      CONSENT SOLICITATION

     

    General

     

    This
      solicitation of Consents begins on the effective date of this Statement and
      will
      terminate, if not sooner terminated, at 5:00 p.m., New York City time, on July
      10, 2007, unless extended, with or without notice, until 5:00 p.m., New York
      City time, on July 24, 2007, unless on or prior to either of such dates (the
      “Consent Date”) Consents have been received representing a majority in aggregate
      principal amount of the Notes then outstanding (currently $201,250,000) (the
      “Requisite Consents”).  However, at any time before the Consent Date,
      the Company may terminate the solicitation of Consents.  Only Holders
      of record as of June 25, 2007 (the “Record Date”) are entitled to deliver
      Consents.

     

    Purpose
      of the Consent Solicitation

     

    The
      Company is soliciting Consents to the adoption of a proposed amendment to the
      Indenture and a consent to a refinancing of “Existing Secured Indebtedness” as
      defined in the Indenture as described in that certain Consent and Amendment
      to
      Indenture attached as Attachment A to this Statement (the “Consent and
      Amendment”).  The purpose of the solicitation of the Consents is to
      amend the Indenture to enable the Company to re-allocate the $35,000,000 of
      “Existing Secured Indebtedness” currently available to its Crochet & Borel
      subsidiary among the Company’s other subsidiaries in order to implement the
      reorganization of its business into two distinct business operations,
      disaster/remediation, and telecommunications and construction activities related
      thereto.  The ability of the Company to allocate existing lines of
      credit among its subsidiaries is important to and consistent with the Company’s
      business plan.  In order to permit the requested ability to allocate
“Existing Secured Indebtedness” it is necessary to amend the definition of
“Existing Secured Indebtedness” as described in the Consent and
      Amendment.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    In
      addition, the Company has refinanced its Series D preferred stock in exchange
      for Subordinated Unsecured Convertible Notes in an aggregate amount of
      $15,037,278, pursuant to that certain Securities Exchange Agreement dated as
      of
      April 30, 2007, by and among the Company and the investors listed on the
      Schedule of Investors attached thereto, all more fully described in a Form
      8-K
      filed by the Company with the Securities and Exchange Commission on May 24,
      2007
      (the “Series D Transaction”).  The Series D preferred stock provided
      for certain payments and other obligations by the Company.  The
      Company felt it was in its best interests to incorporate all of these
      obligations into Subordinated Unsecured Convertible Notes and cancel the Series
      D preferred stock.  The Company desires for the Holders of the Notes
      to consent to the refinancing and exchange.

     

    All
      capitalized terms used herein shall have the same meanings ascribed to those
      terms as defined in the Indenture and the Series D Transaction, unless the
      context requires otherwise.

     

    The
      Trustee and the Depositary do not make any recommendation as to whether or
      not
      Holders should deliver their Consents.  The Information Agent is an
      officer and a director of the Company.  Holders must make their own
      decisions with regard to the Consents.  The Company is seeking the
      Consents to the Consent and Amendment as a single Consent and
      Amendment.  A Consent purporting to consent to less than all of the
      Consent and Amendment will not be valid.  The delivery of a Consent by
      a Holder constitutes the delivery of a Consent to all of the matters described
      in the Consent and Amendment.

     

    The
      Consent and Amendment will be effected by its delivery on or promptly following
      the Consent Date.  The Consent and Amendment require the Consent of
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding (currently $201,250,000) (the “Requisite Consents”).  If
      the Consent and Amendment become operative, all Holders will be bound thereby
      notwithstanding the fact that they did not consent to the Consent and
      Amendment.

     

    Procedure
      for Delivering Consents

     

    The
      delivery of the Consents by one of the procedures set forth herein will
      constitute the Consent of the delivering Holder to the Consent and
      Amendment.  By executing a Consent and Letter of Transmittal as set
      forth below, a delivering Holder irrevocably consents to the Consent and
      Amendment.

     

    The
      method of delivery of Consents and Letters of Transmittal, any required
      signature guarantees and all other required documents is at the election and
      risk of the person delivering Consent and Letters of Transmittal and, except
      as
      otherwise provided in the Consent and Letter of Transmittal, delivery will
      be
      deemed made only when actually received by the Depositary.  If
      delivery is by mail, it is suggested that Holders use registered mail with
      return receipt requested, and that the mailing be made sufficiently in advance
      of the Consent Date, to permit delivery to the Depositary on or prior to such
      date.  Holders desiring to deliver their Consents on the Consent Date
      should note that such Holders must allow sufficient time for completion of
      the
      procedures during the normal business hours of the Depositary on such respective
      date.  Manually signed facsimile copies of the Consent and Letter of
      Transmittal, properly completed and duly executed, will be
      accepted.

     

    Delivery
      of Consents Held Through a Custodian.  Only Holders are
      authorized to deliver Consents.  The procedures by which Consents may
      be delivered by beneficial owners that are not Holders will depend upon the
      manner in which the Notes are held.  To effectively deliver Consents
      that are held of record by a custodian bank, depositary, broker, trust company
      or other nominee, the beneficial owner thereof must instruct such custodian
      to
      deliver the Consents on the beneficial owner’s behalf.  Any beneficial
      owner of Notes held of record by DTC or its nominee, through authority granted
      by DTC, may direct the DTC participant through which such beneficial owner’s
      Notes are held in DTC, to consent on such beneficial owner’s behalf, by
      delivering a completed Letter of Transmittal.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Delivery
      of Consents Held Through DTC.  To effectively deliver Consents
      pursuant to Notes that are held through DTC, the Consents must be delivered
      to
      the Depositary as described herein and DTC participants should either
      (i) properly complete and duly execute the Consent and Letter of
      Transmittal (or a manually signed facsimile thereof), together with any other
      documents required by the Consent and Letter of Transmittal, and mail or deliver
      the Consent and Letter of Transmittal and such other documents to the Depositary
      at the address of the Depository set forth in this Statement prior to 5:00
      p.m.
      on the Consent Date.

     

    Signature
      Guarantees.  Signatures on all Consents and Letters of
      Transmittal, if necessary, must be guaranteed by a recognized participant in
      the
      Securities Transfer Agents Medallion Program, the New York Stock Exchange
      Medallion Signature Program or the Stock Exchange Medallion Program (a
“Medallion Signature Guarantor”), unless the Consents delivered thereby are
      delivered (a) by a registered Holder of Notes (or by a participant in DTC whose
      name appears on a security position listing as the owner of such Notes) or
      (b)
      for the account of a member firm of a registered national securities exchange,
      a
      member of the National Association of Securities Dealers, Inc. or a commercial
      bank or trust company having an office or correspondent in the United
      States.  If the Notes are registered in the name of a person other
      than the signer of the Consent and Letter of Transmittal, then the signatures
      on
      the Consent and Letter of Transmittal accompanying the delivered Consents must
      be guaranteed by a Medallion Signature Guarantor as described
      above.

     

    Determination
      of Validity.  All questions as to the validity, form, eligibility
      (including time of receipt) and acceptance of any deliveries of Consents
      pursuant to any of the procedures described above will be determined by the
      Company in its sole discretion (whose determination shall be final and
      binding).  The Company reserves the absolute right to reject any or
      all deliveries of any Consents determined by it not to be in proper form or
      if
      the acceptance thereof may, in the opinion of the Company’s counsel, be
      unlawful.  The Company’s interpretation of the terms and conditions of
      the Consents (including the Consent and Letter of Transmittal and the
      instructions thereto) will be final and binding.  None of the Company,
      the Depositary, the Trustee, the Information Agent, or any other person will
      be
      under any duty to give notification of any defects or irregularities in
      deliveries or will incur any liability for failure to give any such
      notification.

     

     CERTAIN
      SIGNIFICANT CONSEQUENCES TO NON-DELIVERING HOLDERS

     

    In
      deciding whether to execute the Consents, each Holder should consider carefully,
      in addition to the other information contained in this Statement, if the
      Requisite Consents are received and the Consent and Amendment is executed,
      the
      Consent and Amendment will be adopted, even if all of the Holders do not the
      Consent and Amendment.

     

    The
      Consent and Amendment will not relieve the Company from its obligation to make
      scheduled payments of principal and accrued interest on the Notes in accordance
      with the terms of the Indenture as currently in effect.  In addition,
      the Indenture will remain subject to the provisions of the Trust Indenture
      Act
      of 1939.

     

    THE
      DEPOSITARY AND THE INFORMATION AGENT

     

    In
      connection with the Consents, the Company has retained The Bank of New York
      Trust Company, N.A. to act as Depositary and has designated Michael Oyster,
      a
      vice president and director of the Company, to act as the Information
      Agent.

     

    The
      Depositary does not assume any responsibility for the accuracy or completeness
      of the information concerning the Company contained in this Statement or for
      any
      failure by the Company to disclose events that may have occurred and may affect
      the significance or accuracy of such information.

     

    Any
      Holder that has questions concerning the terms of the Consent and Amendment
      or
      additional copies of this Statement or the Consent and Letter of Transmittal
      may
      contact the Company, the Trustee, or the Information Agent at their respective
      addresses and telephone numbers set forth in this Statement.  Holders
      of Notes may also contact their broker, dealer, commercial bank or trust company
      for assistance concerning the Consent and Amendment.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Consents
      and Letters of Transmittal and all correspondence in connection with the Consent
      and Amendment should be sent or delivered by each Holder or a beneficial owner’s
      broker, dealer, commercial bank, trust company or other nominee to the
      Depositary at the addresses or to the facsimile number set forth in this
      Statement.

     

    The
      Company has agreed to reimburse the Trustee and the Depositary for their
      reasonable out-of-pocket expenses and to indemnify the Trustee against certain
      liabilities, including certain liabilities under the U.S. federal securities
      and
      state laws.  The Trustee and the Depositary will receive customary
      fees for their services.  The Information Agent will receive no
      compensation for its services hereunder.

     

    In
      connection with the Consent and Amendment, directors and officers of the Company
      and its affiliates may solicit deliveries by use of the mails, personally or
      by
      telephone, facsimile, telegram electronic communication or other similar
      methods.  Directors and officers of the Company will not be
      specifically compensated for these services and no fees or commissions have
      been
      or will be paid by the Company to any broker, dealer or other person, other
      than
      Trustee and the Depositary, in connection with the Consent and
      Amendment.  The Company will reimburse brokerage houses and other
      custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
      incurred by them in forwarding copies of the Statement and related documents
      to
      the beneficial owners of the Notes and in handling or forwarding deliveries
      of
      Consent and Amendment by their customers.

     

    AVAILABLE
      INFORMATION

     

    The
      Company files reports and other information with the Securities and Exchange
      Commission.  These reports and other information can be read and
      copied at the Commission’s Public Reference Room at 100 F Street, N.E.,
      Washington, D.C. 20549.  The Commission also maintains an Internet
      site at http://www.sec.gov that contains reports, proxies and other information
      regarding registrants that file electronically with the Commission, and certain
      of the Company’s filings are available at such web site.  Please call
      the SEC at 1-800-SEC-0330 for further information on the Public Reference
      Room.

     

    INCORPORATION
      OF DOCUMENTS BY REFERENCE

     

    The
      following documents filed by the Company with the Commission are incorporated
      herein by reference and shall be deemed to be part hereof:

     

    
      	
              ·

            	
              The
                Company’s latest annual report on Form 10-KSB/A for the fiscal year ended
                April 30, 2006, filed on September 22,
                2006.

            


    

     

    
      	
              ·

            	
              The
                Company’s registration statement on Form SB-2, filed on April 30,
                2007.

            


    

     

    
      	
              ·

            	
              All
                other reports filed pursuant to Section 13(a) or 15(d) of the Securities
                Exchange Act of 1934 since the end of the fiscal year covered by
                the Form
                10-KSB/A referred to in (a) above.

            


    

     

    All
      documents and reports filed by the Company pursuant to Section 13(a), 13(c),
      14
      or 15(d) of the Exchange Act after the date of this Statement and prior to
      the
      termination of the Consent and Amendment made hereby shall be deemed
      incorporated herein by reference and shall be deemed to be a part hereof from
      the date of filing of such documents and reports.  Any statement
      contained in a document incorporated or deemed to be incorporated by reference
      hereto, or contained in this Statement, shall be deemed to be modified or
      superseded for purposes of this Statement to the extent that a statement
      contained herein or in any subsequently filed document or report that also
      is or
      is deemed to be incorporated by reference herein modifies or supersedes such
      statement.  Information furnished under Items 2.02 and 7.01 of any
      Current Reports on Form 8-K, including the related exhibits, is not incorporated
      by reference in this Statement.

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    MISCELLANEOUS

     

    No
      dealer, salesperson or other person has been authorized to give any information
      or to make any representation not contained in this Statement and, if given
      or
      made, such information or representation may not be relied upon as having been
      authorized by the Company.

     

    The
      Depositary for the Consents is:

    The
      Bank of New York Trust Company, N.A.

     

    Corporate
      Trust Operations

    Reorganization
      Unit

    101
      Barclay Street - 7E

    New
      York,
      New York 10286

    Attention:  Randolph
      Holder

    


    By
      Facsimile Transmission:

    (For
      Eligible Institutions only)

    (212)
      298-1915

    Confirm
      Facsimile Transmission

    by
      Telephone:

    (212)
      815-5098

    


    Additional
      copies of the Statement or the Consent and Letter of Transmittal may be obtained
      from the Information Agent at its address and telephone numbers set forth
      below.  Beneficial owners may also contact their broker, dealer,
      commercial bank, trust company or other nominee for assistance concerning the
      Statement.


    The
      Information Agent for the Solicitation of Consents
      is:

    Michael
      Oyster

    1117
      Perimeter Center West

    Suite
      N415

    Atlanta,
      Georgia 30338

    (678)
      443-2300

     

     

    Attachment:

    Attachment
      A – Consent and Amendment

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    Attachment
      A

    Consent
      and Amendment