SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
              ____________________________________________________

                                   FORM 10-KSB

(Mark  One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  FOR  THE  FISCAL  YEAR  ENDED  APRIL  30,  2004.

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 or 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

                          COMMISSION FILE NO. 000-18292

                          CHARYS HOLDING COMPANY, INC.
               (Exact name of issuer as specified in its charter)

                 DELAWARE                                      51-2152284
      (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

  1117 PERIMETER CENTER WEST, SUITE N415                         30338
             ATLANTA, GEORGIA
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (678) 443-2300


Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE.
                                (Title of class)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve  months  (or  such  shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]  No  [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [X]

     State issuer's revenues for its most recent fiscal year: None.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was last sold, or the average bid and asked price of such common equity,
as  of  June  30,  2004:  $3,890,222.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes of common stock as of June 30, 2004: 48,627,775.

     Documents incorporated by reference: None.


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<PAGE>
                                 TABLE OF CONTENTS


ITEM  1.   DESCRIPTION  OF  BUSINESS. . . . . . . . . . . . . . . . . . .    1
ITEM  2.   DESCRIPTION  OF  PROPERTY. . . . . . . . . . . . . . . . . . .   15
ITEM  3.   LEGAL  PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . .   16
ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY HOLDERS . .   16
ITEM  5.   MARKET  FOR  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . .   17
ITEM  6.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . .   18
ITEM  7.   FINANCIAL  STATEMENTS. . . . . . . . . . . . . . . . . . . . .   20
ITEM  8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND  FINANCIAL  DISCLOSURE. . . . . . . . . . . . . . . . . . . .20
ITEM  8A.  CONTROLS  AND  PROCEDURES. . . . . . . . . . . . . . . . . . .   21
ITEM  9.   DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT . . .   22
ITEM  10.  EXECUTIVE  COMPENSATION. . . . . . . . . . . . . . . . . . . .
ITEM  11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND  RELATED  STOCKHOLDER  MATTERS . . . . . . . . . . . . . .   26
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS . . . . . .   27
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K. . . . . . . . . . . . .   28
ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES . . . . . . . . . .   31


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<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

     Statements in this Form 10-KSB Annual Report may be "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include, but are not limited to, statements
that express our intentions, beliefs, expectations, strategies, predictions or
any other statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by our
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this Form 10-KSB Annual Report, including the risks described
under "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in other documents which we file with
the Securities and Exchange Commission.

     In addition, such statements could be affected by risks and uncertainties
related to our financial condition, factors that affect our industry, market and
customer acceptance, competition, government regulations and requirements and
pricing, as well as general industry and market conditions and growth rates, and
general economic conditions. Any forward-looking statements speak only as of the
date on which they are made, and we do not undertake any obligation to update
any forward-looking statement to reflect events or circumstances after the date
of this Form 10-KSB Annual Report.

     We were incorporated in Minnesota in February 1959 under the name "Rogers
Hardware and Lumber Company." After several name changes, in October 2000 our
name was changed to Spiderboy International, Inc. Originally, we were engaged in
the business of assisting new prospects in setting up their own retail clothing
and shoe stores. Services included store fixtures and beginning inventory,
management training and consulting, assistance with the selection of accessories
and grand opening. In that capacity, we acted as a holding company for High
Country Fashions, Inc. On April 29, 1997, we abandoned our investment in High
Country Fashions, Inc. and approved a transfer of High Country Fashions, Inc. to
Continental Casuals, Ltd. The transaction left us with no assets and no
business. We then merged with Spiderboy International, Inc. on October 12, 2000.
Spiderboy International, Inc. was in the business of creating and running the
Spiderboy.com search engine on the world wide web.

     The main focus was to create several tiers of ad revenue by specializing in
geographical and categorical portals and giving away or licensing them to
regional government agencies. The search engine was to offer information from
local television guides to governmental, hospital, hotel and airport information
from around the world. Because of the change in the Internet environment, we
abandoned our plans to pursue our proposed Internet activities.

CHANGE  IN  CONTROL

     On December 5, 2003, Mark N. Pardo, our then president and controlling
stockholder, Richard Schmidt and Richard Mangiarelli completed the transaction
contemplated by a Stock Purchase Agreement dated December 5, 2003. Pursuant to
the agreement, Mr. Pardo sold to Messrs. Schmidt and Mangiarelli 21,851,503
shares of our common stock owned by him, which constituted 50.09 percent of our
issued and outstanding common stock, for the purchase price of $250,000.

     As provided for in the agreement, prior to the completion of the
transaction, Mr. Mangiarelli was elected our president and Mr. Schmidt was
elected our chief financial officer. In addition, Messrs. Mangiarelli and
Schmidt, and Paul Ferandell, and John Jordan were elected our directors.
Concurrently with the elections of new officers and directors, Mark N. Pardo,
John Bolen, Jim Cullen, Kimberly F. Oliver, and Michael S. Edwards resigned as
our officers and directors.


                                        1
<PAGE>
     Because of the change in ownership of voting stock and the composition of
the board after the closing of the agreement, there was a change in control.

     The purchase price for the shares sold pursuant to the agreement consisted
of $90,000 paid at closing, and a promissory note in the amount of $160,000
executed by Messrs. Mangiarelli and Schmidt and us in favor of Mr. Pardo. The
Note is secured by a Stock Pledge Agreement dated December 5, 2003, whereby
Messrs. Mangiarelli and Schmidt granted to Mr. Pardo a security interest in the
21,851,503 shares of our common stock, acquired by them. Subsequent to December
5, 2003, Mr. Mangiarelli transferred his shares our common stock to his wife,
Janet Risher.

     On December 16, 2003, we issued to each of Messrs. Mangiarelli and Schmidt
500,000 shares of our Series A preferred stock. Pursuant to a Certificate of
Designation, Preferences and Rights of our Series A Preferred Stock, par value
$0.001 per share, which we filed with the Secretary of State of Minnesota,
1,000,000 shares of our preferred stock were designated as Series A preferred
stock. The Series A preferred stock is not entitled to receive any dividends,
and is not convertible into shares of our common stock. On all matters submitted
to the vote of our stockholders, a holder of the Series A preferred stock is
entitled to the number of votes held by such holder multiplied by 250.

     On February 27, 2004, we, and Janet Risher, Richard Schmidt, and Billy V.
Ray, Jr. executed a Stock Purchase Agreement, whereby Ms. Risher and Mr. Schmidt
agreed to sell all of their shares of our common stock and preferred stock to
Mr. Ray. The Stock Purchase Agreement was amended and restated on May 25, 2004.
As a result of the execution of the Stock Purchase Agreement on February 27,
2004, there was another change of control.

     At the closing of the Stock Purchase Agreement, Ms. Risher and Mr. Schmidt
will sell to Mr. Ray 21,851,503 shares of the our common stock (the "Initial
Common Shares") and 1,000,000 shares of our preferred stock (the "Initial
Preferred Shares"). Mr. Ray will purchase the Initial Common Shares and the
Initial Preferred Shares for the sum of $250,000 pursuant to a promissory note
(the "Note"). The shares to be transferred to Mr. Ray and the Note shall contain
a legend restricting the transfer thereof as required by the Securities Act of
1933, as amended (the "Securities Act"). Payment of the Note is secured by a
Stock Pledge Agreement.

     Pursuant to the Stock Pledge Agreement Mr. Ray granted to Ms. Risher and
Mr. Schmidt a security interest in the 21,851,503 shares of our common stock,
and the 1,000,000 shares of our preferred stock to be acquired by Mr. Ray. The
Note is payable in installments with the first payment of $25,000 being due and
payable on or before July 25, 2004. Thereafter, the Note shall be due and
payable in nine monthly installments of $25,000.00 each, payable on the last day
of each and every calendar month, beginning on August 31, 2004, and continuing
regularly thereafter until the whole of said principal amount has been duly
paid.

     Ms. Risher and Mr. Schmidt placed in escrow, pursuant to the terms of an
Escrow Agreement (the "Escrow Agreement") the Initial Common Shares and the
Initial Preferred Shares. The Escrowed Shares have been accompanied by stock
powers duly executed by Ms. Risher and Mr. Schmidt in favor of Mr. Ray, which
will be utilized to transfer the Escrowed Shares to Mr. Ray upon satisfaction of
all of the terms of the Note, the Stock Pledge Agreement, the Escrow Agreement,
the Consulting Agreements hereinafter described (collectively, the "Other
Agreements") and the Stock Purchase Agreement. At the closing under the Stock
Purchase Agreement and upon the payment in full of the Note, the Escrow Agent
shall deliver the Initial Common Shares to Mr. Ray free and clear of all liens
and encumbrances other than the legend required by the Securities Act of 1933,
as amended. Upon completion and satisfaction of all of the terms of the Stock
Purchase Agreement and the Other Agreements, the Escrow Agent shall deliver the
Initial Preferred Shares to Mr. Ray free and clear of all liens and encumbrances
other than the legend required by the Securities Act.

     So long as no event of default has occurred and remains uncured for the
applicable grace period under the Stock Purchase Agreement, the Note, the Stock
Pledge Agreement, and the Consulting Agreements, Mr. Ray shall have the right to
vote all of the Escrowed Shares.

     All obligations of Ms. Risher and Mr. Schmidt under the Stock Purchase
Agreement are subject to the fulfillment or waiver (where permissible) of
certain conditions specified in the Stock Purchase Agreement. If Mr. Ray does
not satisfy all of the conditions, then only for so long as any portion of the
Note remains unpaid, Ms.


                                        2
<PAGE>
Risher and Mr. Schmidt will have the option to terminate the Stock Purchase
Agreement and have the Initial Common Shares returned to them (the "Common
Shares Termination Option"). If Mr. Ray does not satisfy certain of the other
conditions then for so long as either of the Subsequent Acquisitions described
in Paragraph 3(d) of the Stock Purchase Agreement remain incomplete, Ms. Risher
and Mr. Schmidt will have the option to terminate the Stock Purchase Agreement
and have the Initial Preferred Shares returned to them (the "Preferred Shares
Termination Option"). The condition specified in Paragraph 3(i) of the Stock
Purchase Agreement shall only be a condition to Mr. Ray's right to the
Additional Shares set forth in Paragraph 3(e) of the Stock Purchase Agreement.

     To exercise the Common Shares Termination Option or the Preferred Shares
Termination Option, Ms. Risher and Mr. Schmidt shall provide Mr. Ray with
written notice of election of the Common Shares Termination Option or the
Preferred Shares Termination Option, as the case may be, within five business
days of the date of Mr. Ray's failure to fulfill the applicable condition (the
"Termination Option Notice Period"). In the event Ms. Risher and Mr. Schmidt
fail to exercise the Common Shares Termination Option or the Preferred Shares
Termination Option, as the case may be, within the Termination Option Notice
Period, then the applicable condition precedent shall be deemed to have been
waived.

     Further, if Ms. Risher and Mr. Schmidt elect to exercise the Common Shares
Termination Option or the Preferred Shares Termination Option, as the case may
be, and terminate the Stock Purchase Agreement, Mr. Ray will have the right to
reacquire any assets conveyed to us after the date of the Stock Purchase
Agreement and prior to the closing upon the assumption of any liabilities after
the date of the Stock Purchase Agreement, whereupon Mr. Ray will transfer,
assign, and convey to us any of the shares of our common stock and our preferred
stock issued to Mr. Ray or any other party, other than Ms. Risher and Mr.
Schmidt or the Consultants, hereinafter defined, after the date of the Stock
Purchase Agreement, and all designees of Mr. Ray shall resign immediately as our
officers and directors.

     Some of the conditions in the Stock Purchase Agreement are as follows:

-    For so long as Mr. Ray owns the Initial Common Shares, Mr. Ray agrees to
     vote the Initial Common Shares (i) to not increase the number of directors
     to more than 11 members; and (ii) to elect or retain as directors Richard
     Mangiarelli and John Jordan for a period of three years from the date of
     the Stock Purchase Agreement.

-    We must have acquired new business providing for $15,000,000 in annualized
     gross sales in the aggregate, with a pretax annualized profit of $500,000
     by February 20, 2005.

     For the purposes of the Stock Purchase Agreement, the term "gross sales"
shall mean all of our revenues from sales based upon all business conducted by
us, whether such sales be evidenced by check, cash, credit, charge account,
exchange or otherwise, and shall include, but not be limited to, the amounts
received from the sale of goods, wares and merchandise, including sales of
tangible property of every kind and nature, promotional or otherwise, and for
services performed by us, together with the amount of all orders taken or
received by us. Gross sales shall not include sales of merchandise for which
cash has been refunded, provided that they shall have previously been included
in gross sales. There shall be deducted from gross sales the price of
merchandise returned by customers for exchange, provided that such returned
merchandise shall have been previously included in gross sales, and provided
that the sales price of merchandise delivered to the customer in exchange shall
be included in gross sales.

     Gross sales shall not include the amount of any sales tax imposed by any
governmental authority directly on sales and collected from customers, provided
that the amount thereof is added to the selling price or absorbed therein, and
actually paid by us to such governmental authority. Each charge or sale upon
credit shall be treated as a sale for the full price in the month during which
such charge or sale shall be made, irrespective of the time when we shall
receive payment (whether full or partial) therefor.

     The measurement of gross sales shall be in accordance with generally
accepted accounting principles as set forth in the opinions, statements and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, the Financial Accounting Standards Board and such
other persons who shall be


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<PAGE>
approved by a significant segment of the accounting profession and concurred in
by the independent public accountants certifying any of our financial
statements.

-    In order to achieve the gross sales and debt or equity financing guidelines
     referred to in the Stock Purchase Agreement, Mr. Ray may cause us to issue
     no more than 155,372,225 additional shares of our common stock, including
     22,372,225 shares of our common stock which may be issued to Mr. Ray,
     beginning on June 26, 2004, so that following the completion of the
     acquisition of such gross sales and the debt or equity funding contemplated
     thereunder, we will have no more than 204,000,000 shares of our common
     stock and 1,000,000 shares of our preferred stock issued and outstanding.
     In that regard, Mr. Ray may cause us to have shares of our common stock
     issued and outstanding as follows:

<TABLE>
<CAPTION>
            DESCRIPTION OF STOCKHOLDER           NUMBER OF SHARES
     ------------------------------------------  ----------------
<S>                                         <C>

     The Consultants. . . . . . . . . . . . . .        43,000,000
     Billy V. Ray, Jr. (additional shares). . .        22,372,225
     Billy V. Ray, Jr. (Initial Common Shares).        21,851,503
     Shares issued for acquisitions . . . . . .        53,000,000
     Shares issued for funding. . . . . . . . .        37,000,000
     Existing stockholders (other than Mr. Ray)        26,776,272
                                                 ----------------
     Total. . . . . . . . . . . . . . . . . . .       204,000,000
                                                 ================
</TABLE>

     In order to carry out the intent of the Stock Purchase Agreement with
respect to the issuance of shares of our common stock and our preferred stock,
following the date thereof, we were obligated to amend our certificate of
incorporation to provide that we are authorized to issue 300,000,000 shares of
our common stock and 5,000,000 shares of our preferred stock. In that regard,
our stockholders approved the change in our capital structure, and the approval
of the transaction with Mr. Ray in lieu of a previously authorized transaction
for us to acquire Big Vault, Inc., a Delaware corporation.

     Any additional shares which may be issued to Mr. Ray under the Stock
Purchase Agreement shall be for such consideration as our board of directors may
determine, but not greater than the valuation assigned to such shares when
issued. Any such shares may be issued to Mr. Ray in three equal increments, at
the same time as shares are issued to the Consultants as described in the Stock
Purchase Agreement.

-    Following the date of the Stock Purchase Agreement, for a period of two
     years, we are required to timely file with the Securities and Exchange
     Commission all reports required under the Securities Exchange Act of 1934,
     as amended.

-    Following the date of the Stock Purchase Agreement and the satisfaction of
     all of the terms of the Stock Purchase Agreement and the Other Agreements,
     we may issue any additional shares of our common stock up to 250,000,000
     shares with approval by a majority of our board of directors. We may issue
     additional shares of our common stock in excess of 250,000,000 with the
     unanimous approval of our board of directors.

-    We implemented a one for 10 reverse split of our common stock in connection
     with the change of our domicile from Minnesota to Delaware pursuant to a
     merger with Charys Holding Company, Inc. described below, whereby our
     stockholders received one share of the common stock of Charys Holding
     Company, Inc. for every 10 shares of our common stock held by our common
     stockholders (in effect, a one for 10 reverse split). As a result,
     following the merger, our current common stockholders hold all of the
     issued and outstanding shares of the common stock of Charys Holding
     Company, Inc. No other reverse splits of our common stock or any other of
     our capital stock may be permitted within 36 months following the date of
     the Stock Purchase Agreement.

-    Following the closing, we will sell 100 percent of the issued and
     outstanding shares of the capital stock of Spiderboy.com, Inc., our
     wholly-owned subsidiary, to Ms. Risher and Mr. Schmidt for $1,000, in cash.


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<PAGE>
     On June 25, 2004, each of Ms. Risher and Mr. Schmidt and Paul Ferandell,
John Jordan, Bruce Caldwell, Jimmy Villalobos, Francis Zubrowski, and Ash
Mascarenhas (each of such other persons, which may include Ms. Risher and Mr.
Schmidt if the context requires, being sometimes collectively referred to herein
as the "Consultants") executed a consulting agreement with us (the "Consulting
Agreement"), which provides for payment in shares of our common stock following
date of the Stock Purchase Agreement, as amended and restated, for services to
be rendered to us by each of the Consultants. Each Consulting Agreement is for
general business consulting and cannot be canceled other than pursuant to the
applicable terms thereof. One-third of the shares of our common stock to be
issued under each Consulting Agreement will be registered securities pursuant to
a registration statement on Form S-8 under the Securities Act to be filed by us
with the Securities and Exchange Commission (the "S-8 Shares"). One-third of
such shares of our common stock to be issued pursuant to a Consulting Agreement
will be restricted in their resale under Rule 144 promulgated under the
Securities Act ("Rule 144"), but possessing piggyback registration rights. The
remaining one-third will be restricted in their resale under Rule 144 and will
have no registration rights. Moreover, at no time will the number of shares of
our common stock to be issued to a Consultant under a Consulting Agreement be in
such an amount that following the issuance of such shares such Consultant will
own more than 9.9 percent of the issued and outstanding shares of our common
stock.

     In August, 2004, we will issue 4,000,000 S-8 Shares to each of Janet Risher
and Richard Schmidt and 333,333 S-8 Shares to each of Paul Ferandell, John
Jordan, Bruce Caldwell, and Jimmy Villalobos, and 166,667 S-8 Shares to Francis
Zubrowski and Ash Mascarenhas. Thereafter, as we increase our outstanding shares
of common stock, we, within 15 days, will issue additional shares of our common
stock to the Consultants on a pro-rata basis to the 204,000,000 referenced in
Paragraph 3(e) of the Stock Purchase Agreement.

     In the discussion of the Stock Purchase Agreement, the references to stock
ownership are before the reverse split of our common stock discussed elsewhere
in this Annual Report. All of the shares subject to the Stock Purchase Agreement
were reversed on a one for 10 basis following the merger and change of domicile.

CHANGE  OF  DOMICILE

     On June 25, 2004 our stockholders voted to approve a change in our state of
incorporation from Minnesota to Delaware by means of a merger permitted under
the corporate statutes of both states.

     The merger was between Spiderboy International Inc., a Minnesota
corporation, and Charys Holding Company, Inc., a Delaware corporation, organized
by us for the specific purpose of the change of domicile. The merger was
consummated pursuant to a Plan of Merger. The Plan of Merger provided that
Spiderboy merged with and into Charys. Following the merger, Charys was the
surviving entity.

     Charys Holding Company, Inc. was a newly formed corporation with one share
of common stock issued and outstanding held by Billy V. Ray, Jr., our officer
and director, with only minimal capital and no other assets or liabilities. The
terms of the merger provided that the existing stockholders of Spiderboy would
be entitled to receive one share of the common stock of Charys for every 10
shares of the common stock of Spiderboy held by the common stockholders of
Spiderboy International, Inc. (in effect, a one for 10 reverse split). In
addition, the then currently issued one share of the common stock of Charys held
by Mr. Ray was cancelled. As a result, following the merger, the former
stockholders of Spiderboy became the only stockholders of the newly merged
corporations.

     Moreover, the holders of shares of the Series A preferred stock of
Spiderboy were entitled to receive one share of the Series A preferred stock of
Charys for every share of the Series A preferred stock of Spiderboy held by the
preferred stockholders of Spiderboy. As a result, following the merger, the
existing preferred stockholders of Spiderboy with the same 250 to one voting
rights as possessed by the holder of Spiderboy Series A preferred stock, held
all of the issued and outstanding shares of the preferred stock of Charys.

     The change of domicile did not interrupt the existence of Spiderboy. Each
share of our common stock remained issued and outstanding as one-tenth of a
share of the common stock of Charys after the change of domicile from Minnesota
to Delaware, and each share of our preferred stock remained issued and
outstanding as one share of the preferred stock of Charys after the change of
domicile from Minnesota to Delaware.


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<PAGE>
     We chose the State of Delaware to be our domicile because Delaware has a
modern and flexible corporate code. In particular, we believe that the various
indemnity and exculpatory provisions of the Delaware General Corporation Law
will help us attract and retain competent directors at a time when the
escalating risks and resultant costs of director liability have made it
increasingly difficult for corporations to find and retain competent directors.
In addition, the State of Delaware has an active bar which is continually
assessing and recommending improvements to its corporate law, and the
substantial body of settled case law under its corporate code adds greater
certainty in assessing risks associated with conducting business.

     Officers and Directors. Before the change of domicile, our board of
directors consisted of nine members, Billy V. Ray, Jr., Richard Mangiarelli,
John Jordan, Alec McLarty, Neil L. Underwood, David S. Gergacz, Gisle Larsen,
Michael Oyster, and Dennis C. Hayes. Upon the change of domicile, our board of
directors consists of the same individuals who are also the directors of Charys
Holding Company, Inc. Additionally, immediately following the change of
domicile, our officers were Billy V. Ray, Jr., president and chief executive
officer, Richard Mangiarelli, chairman of the board of directors, Ben Holcomb,
chief operating officer, and Raymond J. Smith, chief financial officer.
Subsequently, on June 25, 2004, Mr. Ray was elected chairman of the board, Mr.
Holcomb was elected our president, and Mr. Mangiarelli continued as a director.
See "Item 9, Directors and Executive Officers of the Registrant" for more
information concerning our officers and directors. Following the change in our
domicile from Minnesota to Delaware, our board is now classified, or staggered
with the directors serving one to three year terms. Messrs. Ray, Mangiarelli and
Jordan are Class C directors and each will serve a three year term. Messrs.
McLarty, Underwood and Gergacz are Class B directors and each will serve a two
year term. Messrs. Larsen, Oyster and Hayes are Class A directors and each will
serve a one year term.

     Resales of Our Common Stock. Pursuant to Rule 145 under the Securities Act,
due to the merger of Spiderboy International, Inc. with Charys Holding Company,
Inc., the exchange of our shares of common stock and preferred stock in the
Minnesota corporation for shares of the common stock and preferred stock of the
Delaware corporation was exempt from registration under the Securities Act,
since the sole purpose of the transaction was a change of our domicile within
the United States. The effect of the exemption is that the shares of our common
stock issuable in the change of domicile may be resold by the former
stockholders without restriction to the same extent that such shares may have
been sold before the change of domicile. Our shares of preferred stock are and
will continue to be restricted in their transfer.

     Accounting for the Transaction. Upon consummation of the change of
domicile, the historical financial statements of the Minnesota corporation
became the historical financial statements of the Delaware corporation. Total
stockholders' equity was unchanged as a result of the change of domicile.

BUSINESS  STRATEGY

     Charys Holding Company, Inc. is deemed to be in the development stage. To
date we have devoted the majority of our efforts to: raising capital;
maintaining our corporate status and the search for a viable business operation.
At April 30, 2004, we had no operations.

     We intend to acquire various companies through acquisitions to grow
rapidly. Our success will depend largely on the quality of the acquisitions and
our ability to integrate these operations into our business model. The initial
acquisition activity will revolve around acquiring existing profitable companies
to become part of our core group of subsidiaries, with specific focus on the
following business segments:

-    Telecommunication, Cable TV, and Power Services;

-    Call Center Software Integration;

-    Sale and Resale of Computer Hardware;

-    Wi-Fi Installation; and

-    Business Services.


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<PAGE>
     Telecommunication, Cable TV, and Power Services. The Telecommunication,
Cable TV, and Power Services segment is composed of engineering services,
construction, installation, and maintenance services, and premise wiring
services.

-    Engineering services include providing outside plant engineers and drafters
     to local exchange carriers and designing aerial, underground and buried
     fiber optic and copper cable systems that extend from the telephone central
     office to the consumer's home or business. The engineering services
     provided to local exchange carriers include the design of service area
     concept boxes, terminals, buried and aerial drops, transmission and central
     office equipment design and the proper administration of feeder and
     distribution cable pairs.

-    Construction, installation, and maintenance services include placing and
     splicing cable, excavation of trenches in which to place the cable,
     placement of related structures such as poles, anchors, conduits, manholes,
     cabinets and closures, and placement of drop lines from the main
     distribution lines to the customer's home or business, and monitoring and
     removal of these facilities. In addition, these services include the
     installation and maintenance of transmission and central office equipment.

-    Premise wiring services will be offered to a variety of large corporations
     and certain governmental agencies. These services, unlike the engineering,
     construction and maintenance services provided to telecommunication
     companies, are predominantly limited to the installation, repair and
     maintenance of telecommunications infrastructure within improved
     structures. Projects will include the placement and removal of various
     types of cable within buildings and individual offices. These services
     generally include the development of communication networks within a
     company or governmental agency and relate primarily to the establishment
     and maintenance of computer operations, telephone systems, internet access
     and communications monitoring systems established for purposes of
     monitoring.

     Call Center Software Integration. Call Center Software Integration is
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.

     Sale and Resale of Computer Hardware. Organizations purchase millions of
dollars of new IT equipment every year. A great deal of that investment is never
deployed or fully utilized. While historically, the users may have retained and
depreciated these idle assets, sold them back to the original equipment
manufacturer for significantly less than the purchase price, or scrapped the
equipment, financial factors increasingly require users to recapture a greater
portion of their original investment. However, often the excess equipment that a
user already owns does not meet current and future hardware requirements. Yet
this same equipment may have a significant useful life in another operator's
network. As such, users are increasingly utilizing third party assistance to
regain a portion of their initial investment on the secondary market and/or to
purchase previously owned, or "re-used" equipment to satisfy their network
hardware requirements at a lower cost.

     Wi-Fi Installation. Wi-Fi is a radio signal that beams Internet connections
out 300 feet. Attach it to a broadband modem and any nearby computers equipped
with Wi-Fi receptors can log on to the Internet, whether they're in the cubicle
across the hall, the apartment next door, or the hammock out back. Wi-Fi is
beginning to move its way into organizations all across the United States. Its
super fast connections to the Internet cost only a quarter as much as the gaggle
of wires customers use today. Customers are using Wi-Fi for mission critical
jobs in factories, trucks, stores, and even hospitals. Wi-Fi shares an
unregulated radio spectrum with various other users, including cordless
telephones and baby monitors. The challenge facing the tech industry is to
transform this unruly phenomenon into a profitable business.

     Business Services. The human resource outsourcing industry is rapidly
growing in the United States. Gartner Dataquest estimates the worldwide human
resource outsourcing industry will grow from $50.6 billion in 2003 to $58.9
billion by 2005. This represents an approximate 7.9 percent annual growth rate.
Small and medium-sized employers, those with between one to 100 employees, are a
large part of this market. According to Dun and Bradstreet, there are over 10
million small and medium-sized businesses in the United States.


                                        7
<PAGE>
     Many small and medium-sized employers do not have sufficient internal
resources to focus on time consuming human resource activities. A typical small
to medium-sized business may use multiple vendors to provide employee
administration services such as payroll and benefits administration. As a
result, there is little consistency or integration of these important processes.
Finally, few of these employee administration services include important
people-management activities such as recruiting and selection, employee training
and development, employee retention and workplace regulatory and safety
compliance.

ACQUISITION  MODEL

     Structuring each transaction in a manner that gives the acquirer confidence
and a sense of fairness is of utmost importance to us. Accordingly, we have
constructed an acquisition model to engender just these attributes. In its
simplest form, the model has several components. The following is a brief
outline:

-    The purchase price will be a guaranteed purchase price. The initial price
     will be based on a payment of cash and stock.

-    The price paid will be calculated as a multiple of EBITDA, adjusted based
     on the company's balance sheet, existing backlog, quality of earnings, book
     value, debt level and historical customer retention.

-    Every effort will be made to make a cash payment and issue a note at the
     time of closing.

-    The initial stock issued as part of the purchase price will be valued at a
     predetermined price per share. This portion of the purchase price will be
     re-evaluated at some future predetermined date.

-    Existing executives/owners of the acquired companies will receive
     employment contracts at their current levels of base pay for a period of
     not less than two years with an option to extend for one additional year. A
     bonus program will be established as part of the acquisition agreement
     along with operational goals on which the bonus will be based. Executives
     under contract will be allowed to participate in all other benefit
     programs, including option programs, as may be adopted by Charys.

-    An unwind provision and/or spinout may be included as part of the
     acquisition agreement.

RECENT  ACQUISITION

     On April 21, 2004, we acquired all the outstanding shares of Innovative
Corporate Strategies, Inc. ("ICS"). On the date of acquisition ICS was in the
development stage. ICS expects to begin doing business in August, 2004. The
purchase price paid consisted of $10 and an amount equal to the annual earnings
before interest, taxes, depreciation and amortization of ICS over the period
commencing at the closing of the acquisition and ending on the last day of our
2006 fiscal year, calculated in accordance with GAAP based on earnings as
determined by ICS financial statements multiplied by 3.5, up to a maximum of
$12,400,000. The amount of consideration is subject to adjustments, as set forth
in the stock purchase agreement.

     ICS will provide complete Business Process Outsourcing ("BPO") services for
small to mid-sized businesses. ICS will provide a broad range of services to its
clients, available on an all-inclusive or as needed basis. The primary services
to be offered to clients will be:

-    Total human resource services via web, telephone and in client office.

-    Comprehensive payroll service via web-based and in-person.

-    Back office accounting.

-    Total human capital component.

-    Training, coaching and seminars.


                                        8
<PAGE>
-    Employee assistance programs.

-    Executive search, recruitment, placement and outplacement services.

-    Extensive government compliance programs.

-    Risk management and OSHA programs.

-    401(k), Section 125 and 129 plans and administration.

-    Complete employee benefit programs.

-    Workers compensation insurance.

-    Business insurance coverage.

-    Personal lines insurance coverage.

-    Total five-star concierge/partner service program - IT outsourcing,
     temporary services, web design, media logistics, design and advertising,
     wage based tax credits, tax consulting, wealth benefits/financial planning,
     business valuation, succession planning, investment banking services,
     consulting, telecommunications, leasing, courier, relocation services, etc.

     In a splintered marketplace with no clear leader, we believe that ICS'
service model is unique. While the services are outsourced for the client
company, they will be provided by a team of extensively experienced
professionals residing in the United States at offices located in major
metropolitan markets.

     ICS was founded by two industry professionals, Mark D. Andrizzi and Robert
G. Barrow Jr., both of whom have extensive experience in Professional Employer
Organizations ("PEO"), insurance, investment banking, finance, business
consulting and sales and marketing services.

     On July 30, 2004, we acquired all of the outstanding shares of Personnel
Resources of Georgia, Inc. ("PRG") from Billy V. Ray, Jr., our controlling
stockholder, chairman and chief executive officer. Mr. Ray was the sole
stockholder of PRG. The purchase price paid consisted of an amount equal to the
annual earnings before interest, taxes, depreciation and amortization of PRG
over the period commencing on the effective date of the acquisition and ending
on July 1, 2005 calculated accordance with GAAP based on earnings as determined
by PRG's financial statements multiplied by five, up to a maximum of $1,250,000,
and a minimum of $250,000. The amount of consideration is subject to
adjustments, as set forth in the stock purchase agreement. The purchase price
will be paid at closing in the form of our corporate note, secured by an amount
of our common stock bearing an interest rate of six percent per annum, payable
in cash or shares of our common stock at our sole discretion. Interest only is
payable after the first anniversary of the closing. The note principal and
unpaid interest are payable in full on the second anniversary of the closing.

     PRG is a Professional Employer Organization ("PEO"). As a PEO, PRG leases
employees to various client organizations. Its primary operating territory is
the southeastern United States, were it services a wide range of small and
medium size businesses. PRG was established in 2001, and has revenues of $28.9
million in calendar year 2002 and $33.8 million in calendar year 2003. Net
income was $64,000 and $78,000 respectively.

COMPETITION

     The telecommunications engineering, construction and maintenance services
industry in which we intend to operate are highly competitive. We will compete
with other independent contractors in the markets in which they operate,
including several that are large domestic companies that may have financial,
technical, and marketing resources that exceed our own. In addition, there are
relatively few barriers to entry into the markets in which we


                                        9
<PAGE>
operate and, as a result, any organization that has adequate financial resources
and access to technical expertise may become a competitor.

     The market for Call Center Software Integration Services offerings is
highly competitive. Constrained capital budgets, limited telecommunications
infrastructure equipment on the market, and continued pressures to improve
balance sheet metrics among operators and manufacturers will continue to drive
competition in this industry for the foreseeable future. Increased competition
may result in price reductions, lower gross margins, and fragmentation of market
in the future. As we execute our strategy, we are likely to face new sets of
competitors. Many of these competitors have strong local base or technology
specialty and a lower fixed cost structure which may impede our ability to
profitably compete. These factors could give these competitors a substantial
competitive advantage.

     Increased competition in the secondary equipment market from distributors
and other secondary market dealers for re-used equipment could also heighten
demand for the limited supply of re-used equipment. This is more evident in the
telecommunications market segment. This could lead to increased equipment costs
and a reduction in the availability of this equipment. Any increase in these
prices could impact our ability to maintain our gross margins. Any reduction in
the availability of this equipment could prevent dealers from meeting customer
demand. Also, on the new equipment front, it has become common for manufacturers
to aggressively discount current generation products or extend terms to reduce
inventories or meet quarterly financial expectations. This can dramatically
lower prices for new equipment, which, in turn, puts downward pricing pressure
on re-used equipment. Additionally, small and mid-size manufacturers may be more
aggressive in taking over the sales and service of larger operators that had
been previously managed in order to improve specific account financial
performance. Many of these competitors have longer operating histories,
significantly greater resources and name recognition. There can be no assurance
that we will have the resources to compete successfully in the future or that
competitive pressures will not harm our business.

     As a result of the popularity of Wi-Fi networks, there were about 45,000
public hot spots worldwide by the end of 2003, according to Pyramid Research.
Most of these are concentrated in hotels, airports and a few national retail and
caf chains. In contrast, according to Bingo market research, there are nearly
two million potential hot spot locations in the United States alone. Clearly,
hot spot deployment is in its infancy. This translates into a significant
opportunity for enterprising spot operators. However, so long as uncertainties
about the economics and characteristics of the hot spot industry linger,
significant investment capital is expected to remain on the sidelines.

     The human resource outsourcing industry is highly fragmented. We will seek
to compete through our ICS subsidiary's ability to provide a full-service human
resource solution to its clients through its outsourced information technology
solutions. We believe our primary competitors to be single point solution
providers who offer segments of the entire service offering that we will provide
to our clients in an all-inclusive offering. These third parties include certain
information technology outsourcers and broad-based outsourcing and consultancy
firms that are now providing or may seek to provide human resource business
process outsourcing services, companies that provide a discrete group of
transactional services, such as payroll or benefits administration and aspire to
provide additional services and other consulting companies that perform
individual projects, such as development of human resource strategy and human
resource information systems. Historically, most of these vendors have focused
upon discrete processes, but many of them are now promoting integrated process
management offerings that may be viewed as competitive with our offerings. We
expect competition to increase, and competitors to develop broad service
capabilities that match ours.

OTHER  TRANSACTIONS

     On March 8, 2004, we entered into Commercial Real Estate Purchase and Sale
Agreement (the "Real Estate Agreement") with Joe F. and Carol F. Carter to
acquire certain real property and surface interest pertaining to 242 acres
suitable for the mining of minerals including but not limited to Carolina slate.
Subsequently, on June 7, 2004 and prior to any business being transacted under
the Real Estate Agreement, we assigned our rights under this agreement to
Flagship Holdings, Inc. In consideration for the assignment we will receive a
fee upon the sale of the various properties. There are three properties to be
sold. The fee will be either $200,000 or $300,000 depending on the property. In
June we received a $300,000 fee from the sale of the first property.


                                       10
<PAGE>
     On May 18, 2004, we acquired an option to acquire J. F. Carter & Co. from
Joe F. and Carol F. Carter (the "Carters"). The option was purchased for $10,
and expires on the third anniversary of the option agreement. The purchase
price, should the option be exercised, will be the fair market value of the
shares owned by the Carters to be mutually agreed upon by the parties, but in no
case less than two times the cash flow of J. F. Carter & Co. for the 12 months
ended before the date of the notice to exercise. J. F. Carter & Co. is a
construction company located in Richfield, North Carolina. The Carters own 100
percent of the issued and outstanding shares of J. F. Carter & Co.

     In May 2004, we entered into a Joint Venture Agreement with Ruby Belle, LLC
and Ted C. Russell to develop, operate, and/or sell certain real estate or
interests owned by Realm National Insurance located in North Carolina. The name
of the venture is 3DN Real Estate Development Joint Venture. No activity related
to this joint venture has commenced as of the date of this report.

     On May 26, 2004, we entered into a ground lease with Realm National
Insurance Company. The lease expires on its 10th anniversary date. The lease
gives us the right to use and occupy a certain parcel of land located in North
Carolina for the purpose of removing all crushed stone produced from the leased
property.

     The lease provides for us to make the following payments to Realm:

-    Basic rent of $150,000 per year, payable 180 days after the commencement of
     each then current year of the lease term.

-    Additional rent of four percent of the proceeds received by us from the
     sale of crushed stone.

     No operational activity has commenced as provided for under this lease as
of the date of this report.

EMPLOYEES

     As of June 30, 2004 we employed four full-time employees. None of these
employees are covered under a collective bargaining agreement.

RISK  FACTORS

RISKS  RELATING  TO  OUR  BUSINESS

UNDER OUR NEW BUSINESS MODEL, WE ARE A NEW BUSINESS WITH A LIMITED OPERATING
HISTORY AND ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES
WE FACE.

     Under our new business model, we have a limited operating history. We have
only recently engaged in active business operations.

     To date, our efforts have been devoted primarily to the following:

-    Organizational activities;

-    Developing a business plan for our business;

-    Obtaining funding; and

-    Conducting research and working toward the ultimate successful development
     of our products and services.

     We are still in our formative stage. You should be aware of the
difficulties, delays and expenses normally encountered by an enterprise which is
newly formed, many of which are beyond our control, including unanticipated
expenses, employment costs, and administrative expenses. We cannot assure our
stockholders that our proposed business plans as described in this Annual Report
will materialize or prove successful, or that we will ever be able to finalize
development of our products or services or operate profitably. If we cannot
operate profitably, you could


                                       11
<PAGE>
lose your entire investment. As a result of the nature of our business,
initially we expect to sustain substantial operating expenses without generating
significant revenues.

GROWTH  BY  ACQUISITION.

     Our business strategy includes the attainment of substantially all of our
growth through our ability to successfully execute our acquisition model. Any
time a company growth strategy depends on the acquisition of other companies
there is substantial risk. In order to pursue a growth by acquisition strategy
successfully, we must identify suitable candidates for these transactions,
complete these transactions, and manage post-closing issues such as the
integration into our corporate structure. Integration issues are complex, time
consuming and expensive and, with out proper planning and implementation, could
significantly disrupt our business including, but not limited to, the diversion
of management's attention, the loss of key business and/or personnel from the
acquired company, unanticipated events, and legal liabilities. If the business
becomes impaired, there could be partial or full write-offs attributed to the
acquisition.

COMPETITION.

     We face intense competition in all the business segments in which we have
identified to do business. Some competitors will have substantially greater
resources, including greater financial resources, larger customer base, and
greater name and brand recognition. Any of these circumstances could have a
material adverse effect on our business development, financial condition,
results of operations.

FUTURE  CAPITAL  REQUIREMENTS;  UNCERTAINTY  OF  FUTURE  FUNDING.

     Our plan of operation calls for additional capital to facilitate growth and
support our long-term development and acquisition strategy marketing programs.
It is likely that we will have to seek additional financing through future
public or private sales of our securities, including equity securities. We may
also seek funding for the development and acquisitions marketing of our products
through strategic partnerships and other arrangements with investment partners.
There can be no assurance, however, that such collaborative arrangements or
additional funds will be available when needed, or on terms acceptable to us, if
at all. Any such additional financing may result in significant dilution to
existing stockholders. If adequate funds are not available we may be required to
curtail one or more of our future activates programs.

THERE IS SUBSTANTIAL DOUBT THAT WE CAN CONTINUE AS A GOING CONCERN.

     We expect to incur significant capital expenses in pursuing our development
and acquisition strategy plans to increase sales volume, expanding our product
lines and obtaining additional financing through stock offerings, or licensing
agreements or other feasible financing alternatives. In order for us to continue
our operations, we will require additional funds over the next 12 months. While
we hope we will be able to generate funds necessary to maintain our operations,
without additional funds there will be a limitation to the number of new
projects that we could take on, which may have an effect on our ability to
maintain our operations. Additional financing may not be available on terms
favorable to us, or at all. If additional funds are not available, we may not be
able to execute our business model plan or take advantage of business
opportunities. Our ability to obtain such additional financing and to achieve
our operating goals is uncertain. In the event that we do not obtain additional
capital or are not able to increase cash flow through the increase of in
revenues, there is a substantial doubt of our being able to continue as a going
concern.

     Additionally, it should be noted that our independent auditors have
included a going concern opinion and related discussion in the notes to our
financial statements. The auditors have included the going concern provision
because we have incurred significant and recurring losses and have a large
working capital deficit that the auditors believe raises substantial doubt about
our ability to continue as a going concern. Until such time we receive
additional debt or equity financing, there is a risk that our auditors will
continue to include a going concern provision in the notes to our financial
statements.


                                       12
<PAGE>
DEPENDENCE  ON  KEY  EMPLOYEES.

     Our business is dependent upon our senior executive officers, principally,
Billy V. Ray, Jr., our chairman of the board and chief executive officer, who is
responsible for our operations, including marketing and business development. We
have an employment agreement with Mr. Ray and he has indicated a desire to
continue his employment with us for the long term. Our business may be adversely
affected if Mr. Ray left our employ. In the event of future growth in
administration, marketing, manufacturing and customer support functions, we will
need to increase the depth and experience of our management team by adding new
members. Our success will depend to a large degree upon the active participation
of our key officers and employees. Loss of services of any of the current
officers and directors, especially Mr. Ray, could have a significant adverse
effect on our operations and prospects. There can be no assurance that we will
be able to employ qualified persons on acceptable terms to replace officers who
become unavailable.

NEED  FOR  ADDITIONAL  SPECIALIZED  PERSONNEL.

     Although we are committed to the continued development and growth of our
business, the addition of specialized key personnel and sales persons to assist
us in the execution of our business model. There can be no assurance that we
will be able to locate and hire such specialized personnel on acceptable terms.

DEPENDENCE  ON  ABILITY  TO  MARKET  SERVICES.

     Due to our limited resources, the execution of our business model sales and
marketing of our services has been limited to date. Our success is dependent
upon our ability to execute with such limited resources.

TERRORISM.

     Terrorist acts or acts of war may cause damage or disruption to or business
or business strategy, which could adversely impact revenues, ability to do
acquisitions, and financial condition.

RISKS  RELATING  TO  OUR  STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Because we are a newly operational company, we need to secure adequate
funding. If we are unable to obtain adequate funding, we may not be able to
successfully develop and market our products and services and our business will
most likely fail. We do not have commitments for additional financing. To secure
additional financing, we may need to borrow money or sell more securities, which
may reduce the value of our outstanding securities. We may be unable to secure
additional financing on favorable terms or at all.

     Selling additional stock, either privately or publicly, would dilute the
equity interests of our stockholders. If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility. If we are unable to obtain adequate financing, we may have to
curtail business operations which would have a material negative effect on
operating results and most likely result in a lower stock price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so. During 2002 and 2003, and through the date of
this Annual Report, our common stock was sold and purchased at prices that
ranged from a high of $0.30 to a low of $0.01 per share. The inability to sell
your shares in a rapidly declining market may substantially increase your risk
of loss because of such illiquidity because the price for our common stock may
suffer greater declines due to its price volatility.


                                       13
<PAGE>
     The price of our common stock that will prevail in the market may be higher
or lower than the price you pay. Certain factors, some of which are beyond our
control, that may cause our share price to fluctuate significantly include, but
are not limited to, the following:

-    Variations in our quarterly operating results;

-    The development of a market in general for our products and services;

-    Changes in market valuations of similar companies;

-    Announcement by us or our competitors of significant contracts,
     acquisitions, strategic partnerships, joint ventures or capital
     commitments;

-    Loss of a major customer or failure to complete significant transactions;

-    Additions or departures of key personnel; and

-    Fluctuations in stock market price and volume.

     Additionally, in recent years the stock market in general, and the OTC
Bulletin Board in particular, have experienced extreme price and volume
fluctuations. In some cases, these fluctuations are unrelated or
disproportionate to the operating performance of the underlying company. These
market and industry factors may materially and adversely affect our stock price,
regardless of our operating performance.

     Over the past few months, there have been periods of significant increases
in trading volume of our common stock during which the price of our stock has
both increased and decreased. The historical trading of our common stock is not
necessarily an indicator of how it will trade in the future and our trading
price as of the date of this Annual Report does not necessarily portend what the
trading price of our common stock might be in the future.

     Moreover, class action litigation has often been brought against companies
following periods of volatility in the market price of the common stock of those
companies. If we become involved in this type of litigation in the future, it
could result in substantial costs and diversion of management attention and
resources, which could have a further negative effect on your investment in our
stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our directors, within the limitations and restrictions contained in our
certificate of incorporation and without further action by our stockholders,
have the authority to issue shares of preferred stock from time to time in one
or more series and to fix the number of shares and the relative rights,
conversion rights, voting rights, and terms of redemption, liquidation
preferences and any other preferences, special rights and qualifications of any
such series. We have no intention of issuing preferred stock at the present
time. Any issuance of preferred stock could adversely affect the rights of
holders of our common stock.

     Should we issue additional shares of our common stock at a later time, each
investor's ownership interest in our stock would be proportionally reduced. No
investor will have any preemptive right to acquire additional shares of our
common stock, or any of our other securities.

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies trading on the OTC Bulletin Board, such as we, must be reporting
issuers under Section 12 of the Exchange Act, and must be current in their
reports under Section 13, in order to maintain price quotation privileges on the
OTC Bulletin Board. If we fail to remain current on our reporting requirements,
we could be removed from the OTC Bulletin Board. As a result, the market
liquidity for our securities could be severely


                                       14
<PAGE>
adversely affected by limiting the ability of broker-dealers to sell our
securities and the ability of stockholders to sell their securities in the
secondary market.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

     The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. Inasmuch as that the current bid and ask price of our common stock
is less than $5.00 per share, our shares are classified as "penny stock" under
the rules of the SEC. For any transaction involving a penny stock, unless
exempt, the rules require:

-    That a broker or dealer approve a person's account for transactions in
     penny stocks; and

-    The broker or dealer receives from the investor a written agreement to the
     transaction, setting forth the identity and quantity of the penny stock to
     be purchased.

     In order to approve a person's account for transactions in penny stocks,
the broker or dealer must:

-    Obtain financial information and investment experience objectives of the
     person; and

-    Make a reasonable determination that the transactions in penny stocks are
     suitable for that person and the person has sufficient knowledge and
     experience in financial matters to be capable of evaluating the risks of
     transactions in penny stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the SEC relating to the penny stock
market, which, in highlight form:

-    Sets forth the basis on which the broker or dealer made the suitability
     determination; and

-    That the broker or dealer received a signed, written agreement from the
     investor prior to the transaction.

     Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

ITEM  2.     DESCRIPTION  OF  PROPERTY.

     We sublease 3,318 square feet of office space at 1117 Perimeter Center
West, Suite N415, Atlanta, Georgia, 30338. Our sublease currently costs $4,701
per month and will increase three percent per annum over the term of the lease.
The sublease is scheduled to expire on March 31, 2009. We believe that all of
our facilities are adequate for our current operations. We expect that we could
locate other suitable facilities at comparable rates, should we need more space.

     Before the change of control, we operated out of premises located at 6345
Glen Oaks Lane, Atlanta, Georgia, 30328 which is leased by Mr. Ray. The space
was used by us free of charge.


                                       15
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS.

     On April 29, 2004 Marvel Enterprises Inc. and Marvel Characters Inc., the
corporations that own and produce the Spider-Man superhero comics, action
figures and video games, filed a federal lawsuit against us in U.S. District
Court in Fort Myers, Florida. The suit accuses us and Mark N. Pardo, a former
director and officer and controlling stockholder, of trademark infringement,
unfair competition and trademark dilution. Marvel Enterprises and Marvel
Characters are suing to bar us and Pardo from using the name "Spiderboy."

     Mark N. Pardo started the www.spiderboy.com Web search engine site in 1997
and applied for a trademark on the site in October 2000. The trademark still is
listed as pending with the U.S. Patent and Trademark Office. Marvel Characters
is not listed as owning a trademark on "Spiderboy."

     This matter is in the early stages and its ultimate resolution cannot be
determined at this time. However, as a result of the change of control and the
change of domicile, we no longer use the name "Spiderboy."

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     On June 25, 2004 we held a special meeting of our stockholders. The
stockholders considered and voted on the following proposals:

     Approval of Stock Purchase Agreement. On February 27, 2004, our principal
stockholders, Janet Risher and Richard Schmidt, agreed to sell their shares to
Billy V. Ray Jr. The terms of the agreement, which was amended and restated on
May 25, 2004, provided that our stockholders had to approve the agreement in
lieu of a previous agreement whereby Ms. Risher and Mr. Schmidt agreed to cause
us to acquire Big Vault, Inc., a Delaware corporation. Our board of directors
approved the Stock Purchase Agreement, and recommended the Stock Purchase
Agreement for the approval of our stockholders. The Stock Purchase Agreement had
the effect of a change in control of Spiderboy International, Inc. as more fully
described in the "Change in Control" section of Part I of this Annual Report.
The number of votes cast by our common stock shareholders for the approval of
the Stock Purchase Agreement was 25,893,448, and the number of votes cast
against the approval of the Stock Purchase Agreement was 10,000. The number of
votes cast by the Series A preferred stock shareholder for the approval of the
Stock Purchase Agreement was 250,000,000, and none against.

     Change of Domicile. The board of directors submitted a proposal to change
the state of incorporation of Spiderboy International, Inc. from Minnesota to
Delaware by means of a merger with Charys Holding Company, Inc., a new Delaware
corporation which we formed. The change in domicile was approved by the
stockholders and became effective on June 25, 2004. Along with the change of
domicile, we changed our name to Charys Holding Company, Inc. The change in
domicile is described more fully in the "Change of Control" Section of Part I of
this Annual Report. The number of votes cast by our common stock shareholders
for the approval of the Stock Purchase Agreement was 25,893,448, and the number
of votes cast against the approval of the Stock Purchase Agreement was 10,000.
The number of votes cast by the Series A preferred stock shareholder for the
approval of the Stock Purchase Agreement was 250,000,000, and none against.

     Approval of the Employee Stock Incentive Plans. On April 28, 2004, our
board of directors approved an Employee Stock Incentive Plan for the Year 2004.
Once the change of domicile became effective, and our name changed from
"Spiderboy International, Inc." to "Charys Holding Company, Inc.," we were
deemed to have adopted the stock plan. Our board of directors recommended the
employee stock incentive plan to our stockholders for approval. The number of
votes cast by our common stock shareholders for the approval of the plan was
25,893,448, and the number of votes cast against the approval of the plan was
10,000. The number of votes cast by the Series A preferred stock shareholder for
the approval of the plan was 250,000,000, and none against.

     Approval of the Non-Employee and Director Stock Incentive Plan. On April
28, 2004, our board of directors approved an Non-Employee and Director Stock
Incentive Plan for the Year 2004. Once the change of domicile became effective,
and our name changed from "Spiderboy International, Inc." to "Charys Holding
Company, Inc.," we were deemed to have adopted the stock plan. Our board of
directors recommended the non-employee and director stock incentive plan to our
stockholders for approval. The number of votes cast by our common stock
shareholders for the approval of the stock plans was 22,253,323, the number of
votes cast against the


                                       16
<PAGE>
approval of the stock plans was 25, and there where 275,100 votes that
abstained. The number of votes cast by the Series A preferred stock shareholder
for the approval of the Non-Employee and Director Stock Incentive Plan was
250,000,000, and none against.

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

     Since July 20, 2004, our common stock has been quoted on the OTC Bulletin
Board under the symbol "CHYS.OB." Beginning in April 2002, until July 19, 2004,
our symbol was "SBYI.OB." Our stock was not actively traded until April 2002,
and the following table sets forth, for the fiscal quarters indicated, the high
and low bid prices. These quotations reflect inter-dealer prices, without
mark-up, mark-down or commission, and may not represent actual transactions.


                                 HIGH    LOW
               April 30, 2002    $0.30  $0.10
               July 31, 2002     $0.18  $0.10
               October 31, 2002  $0.04  $0.03
               January 31, 2003  $0.10  $0.05

                                 HIGH   LOW
               April 30, 2003    $0.23  $0.03
               July 31, 2003     $0.05  $0.05
               October 31, 2003  $0.05  $0.01
               January 31, 2004  $0.14  $0.12

                                 HIGH   LOW
               April 30, 2004    $0.10  $0.03

     We currently have 4,862,778 shares of our common stock outstanding. Our
shares of common stock are held by approximately 424 stockholders of record. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in
the names of various security brokers, dealers, and registered clearing
agencies.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     See Item 11 of this Annual Report.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On December 16, 2003, we issued 500,000 shares of our Series A preferred
stock to each of Richard Mangiarelli and Richard Schmidt, two of our then
officers and directors, in exchange for services rendered valued at $10,000, in
the aggregate, which value coincided with the redemption price of the Series A
preferred stock. The shares were restricted in their transfer under the
Securities Act. The Series A preferred stock was issued pursuant to a
Certificate of Designation, Preferences and Rights of our Series A Preferred
Stock, par value $0.001 per share, which we filed with the Secretary of State of
Minnesota. We designated 1,000,000 shares of preferred stock as Series A
preferred stock. The Series A preferred stock is not entitled to receive any
dividends, and is not convertible into shares of our common stock. On all
matters submitted to the vote of our stockholders, a holder of the Series A
preferred stock is entitled to the number of votes held by such holder
multiplied by 250.

     On January 1, 2004, we issued 3,750,000 shares of our restricted common
stock to Jimmy Villalobos and 1,250,000 shares of our restricted common stock to
Mitch Gruber, two business consultants, for services rendered. Our registered
shares were trading at $0.08 per share at the date of this transaction. The
restricted shares were recorded at $0.10 per share.


                                       17
<PAGE>
     The shares were issued in reliance upon an exemption from registration
pursuant to Section 4(2) of the Securities Act. All of the investors took their
securities for investment purposes without a view to distribution and had access
to information concerning us and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the purchase of our shares. Our securities were sold only to persons with
whom we had a direct personal preexisting relationship, and after a thorough
discussion. Finally, our stock transfer agent has been instructed not to
transfer any of such shares, unless such shares are registered for resale or
there is an exemption with respect to their transfer.

SECTION  15(g)  OF  THE  EXCHANGE  ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose
additional sales practice requirements on broker-dealers who sell our securities
to persons other than established customers and accredited investors.

     Rule 15g-2 declares unlawful any broker-dealer transactions in "penny
stocks" unless the broker-dealer has first provided to the customer a
standardized disclosure document.

     Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny stock" transaction unless the broker-dealer first discloses and
subsequently confirms to the customer the current quotation prices or similar
market information concerning the penny stock in question.

     Rule 15g-4 prohibits broker-dealers from completing "penny stock"
transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.

     Rule 15g-5 requires that a broker-dealer executing a "penny stock"
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our common stock may be subject to the foregoing rules. The application of
the "penny stock" rules may affect our stockholders' ability to sell their
shares because some broker-dealers may not be willing to make a market in our
common stock because of the burdens imposed upon them by the "penny stock"
rules.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

     Statements included in this Management' Discussion and Analysis or Plan of
Operation, and in future filings by us with the Securities and Exchange
Commission, in our press releases and in oral statements made with the approval
of an authorized executive officer which are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical earnings and those presently anticipated or projected. We wish
to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. The following important
factors, among others, in some cases have affected and in the future could
affect our actual results and could cause our actual financial performance to
differ materially from that expressed in any forward-looking statement: (i) the
extremely competitive conditions that currently exist in the market for "blank
check" companies similar to us, and (ii) lack of resources to maintain our good
standing status and requisite filings with the Securities and Exchange
Commission. The foregoing list should not be construed as exhaustive and we
disclaim any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

OVERVIEW

     As of December 5, 2003, we abandoned our plans to pursue
entertainment-oriented activities and investment. During the fiscal year ending
April 30, 2004, we had no operations and our main activity was the maintenance
of our corporate status.


                                       18
<PAGE>
     Charys Holding Company, Inc. intends to operate as a holding company, with
operating subsidiaries in the following business segments:

-    Telecommunication, Cable TV, and Power Services;

-    Call Center Software Integration;

-    Sale and Resale of Computer Hardware;

-    Wi-Fi Installation; and

-    Business Services.

     Our business is more fully described in Part I of this Annual Report.

REVENUES

     We have generated no revenues. We are in the development stage, and have no
operating subsidiaries.

OPERATING EXPENSES

     Operating expenses are primarily related to the maintenance of our
corporate status, the search for viable acquisitions candidates, and consulting
fees incurred as a result of the February 27, 2004 stock sale. The stock sale
transaction is more fully described in the "Change of Control" section of Part I
of this Annual Report.

PROFITABILITY

     Profitability is directly dependent upon our ability to acquire profitably
operating subsidiaries consistent with our acquisition model, which is described
in the "Acquisition Model" section of Part I of this Annual Report.

RESULTS OF OPERATIONS

     During the year ended April 30, 2004, we incurred a net loss of $1,878,827
and no revenues. The loss includes the value of share issued to consultants
pursuant to the amended and restated Stock Purchase Agreement dated June 25,
2004 and certain Consulting Agreements, as more fully described in the "Change
of Control" section of Part I of this Annual Report. There was no interest
income (expense) for the years ended April 30, 2004 or 2003.

LIQUIDITY AND CAPITAL RESOURCES

     As discussed by our accountants in the audited financial statements
included in Item 7 of this Annual Report on Form 10-KSB, our revenue is
currently insufficient to cover our costs and expenses.

     Billy V. Ray, Jr. continues to provide us the funds needed to continue our
development and operations. To the extent our revenue shortfall exceeds Mr.
Ray's willingness and ability to continue providing us the funds needed, we
anticipate raising any necessary capital from outside investors coupled with
bank or mezzanine lenders. As of the date of this report, we have not entered
into any negotiations with any third parties to provide such capital.

     We anticipate that our current financing strategy of private debt and
equity offerings will meet its anticipated objectives and business operations
for the next 12 months. We continue to evaluate opportunities for corporate
development. Subject to our ability to obtain adequate financing at the
applicable time, we may enter into definitive agreements on one or more of those
opportunities.

     Our independent auditor's report on our April 30, 2004 financial statements
included in this Annual Report states that our lack of sources of revenues raise
substantial doubts about our ability to continue as a going concern.


                                       19
<PAGE>
RECENT  Developments

     Please see Item1 of this Annual Report for the discussion of our proposed
operations going forward since December 5, 2003.

COMMITMENTS  and  Contractual  Obligations

     The following table summarizes our contractual obligations as of April 30,
2004:

<TABLE>
<CAPTION>
                                  PAYMENT DUE BY PERIOD
                                  ---------------------

OBLIGATIONS             TOTAL    1 YEAR   1-3 YEARS   3-5 YEARS
---------------------  --------  -------  ----------  ----------
<S>                    <C>       <C>      <C>         <C>
Capital Leases            None      None       None        None
Operating Lease        $271,280  $33,045  $  118,251  $  119,984
</TABLE>

OFF-BALANCE  SHEET  ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM  7.     FINANCIAL  STATEMENTS.

     The financial statements and related notes are included as part of this
Annual Report as indexed in the appendix on page F-1 through F-11.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     On October 22, 2003, Callahan, Johnston & Associates, LLC resigned as our
independent accountants for the reason that Callahan Johnson have ceased
performing accounting services for public companies in connection with SEC
matters.

     The decision to change accountants was approved by our board of directors.

     The reports of Callahan Johnson on our financial statements for the fiscal
years ended April 30, 2002 and April 30, 2003 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that such reports were modified to
express substantial doubt as to our ability to continue as a going concern.

     In connection with its audit for the fiscal years ended April 30, 2002 and
April 30, 2003, and during the interim period from May 1, 2003 to October 22,
2003, there have been no disagreements between us and Callahan Johnson on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Callahan, Johnston would have caused Callahan Johnson to make
reference to the subject matter of such disagreements in their reports.

     During the fiscal years ended April 30, 2002 and April 30, 2003 and during
the interim period from May 1, 2003 to October 22, 2003, Callahan Johnson has
not advised us of any reportable events as described in Item 304(a)(1)(iv)(B) of
Regulation S-B.

     We provided the former accountants with a copy of our Current Report on
Form 8-K before its filing with the SEC. We requested the former accountants to
furnish us with a letter addressed to the SEC stating whether it agrees with the
statements made by us in our Current Report and, if not, stating the respects in
which they do not agree. We filed the former accountants' letter as an exhibit
to our Current Report on Form 8-K, filed with the SEC on November 3, 2003 and
our Amended Current Report on Form 8-K/A filed with the SEC on November 24,
2003.

     On December 8, 2003, we re-engaged Callahan Johnson as our principal
accountant during the interim time period when we were looking for a new
independent public accountant. Consequently, we consulted Callahan Johnson
during the fiscal years ended April 30, 2002 and 2003 and the interim period
prior to October 22, 2003


                                       20
<PAGE>
regarding audit opinions that were rendered on our financial statements, and
Callahan Johnson has issued written reports which were included in our financial
statements during the applicable time periods.

     The decision to re-engage Callahan Johnson was approved by our board of
directors.

     On April 13, 2004 Callahan Johnson resigned as our independent certifying
accountant because Callahan Johnson was not registered with the Public Company
Accounting Oversight Board ("PCAOB").

     On April 13, 2004 we engaged Malone & Bailey, PLLC, certified public
accountants, as our independent accountants to report on our balance sheet as of
April 30, 2004, and the related combined statements of income, stockholders'
equity and cash flows for the years then ended.

     The decision to appoint Malone & Bailey was approved by our board of
directors.

     During our two most recent fiscal years and any subsequent interim period
prior to the engagement of Malone & Bailey, neither we nor anyone on our behalf
consulted with Malone & Bailey regarding either (i) the application of
accounting principles to a specified transaction, either contemplated or
proposed, or the type of audit opinion that might be rendered on our financial
statements or (ii) any matter that was either the subject of a "disagreement" or
a "reportable event."

     We provided the former accountants with a copy of our Current Report on
Form 8-K before its filing with the SEC. We requested the former accountants to
furnish us with a letter addressed to the SEC stating whether it agrees with the
statements made by us in our Current Report and, if not, stating the respects in
which they do not agree. We filed the former accountants' letter as an exhibit
to our Current Report on Form 8-K, filed with the SEC on April 21, 2004.

ITEM  8A.     CONTROLS  AND  PROCEDURES.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

     Evaluation of disclosure and controls and procedures. As of the end of the
period covered by this Annual Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

     Changes in internal controls over financial reporting. There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.


                                       21
<PAGE>
                                    PART III

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

<TABLE>
<CAPTION>
     Our directors and executive officers are:

NAME                 AGE  POSITION                 DIRECTOR SINCE
-------------------  ---  -----------------------  --------------
<S>                  <C>  <C>                      <C>
Billy V. Ray, Jr.     46  Chairman, Chief                    2004
                          Executive Officer,
                          Secretary, and Director
Richard Mangiarelli   60  Director                           2004
Ben Holcomb           52  President, Chief                    N/A
                          Operating Officer
Raymond J. Smith      52  Chief Financial Officer             N/A
John Jordan           65  Director                           2004
Neil L. Underwood     34  Director                           2004
David S. Gergacz      55  Director                           2004
Michael Oyster        47  Director                           2004
Gisle Larsen          46  Director                           2004
Dennis C. Hayes       54  Director                           2004
Alec McLarty          59  Director                           2004
</TABLE>

     Billy V. Ray, Jr. has served as our president since December 2003. On June
25, 2004, Mr. Ray was elected chairman of the board. From September 2003 until
the present, Mr. Ray has served as chief executive officer of Flagship Holdings,
Inc. a single purpose corporation organized to function as an Insurance Holding
Company. From January 2004 until the present, Mr. Ray has served as vice
president of Realm National Insurance Company and currently serves on the board
of directors of Realm. Mr. Ray will spend approximately 80 percent of his time
on our business. The remainder of his time will be spent on the business of
Realm. From October 2001 until November 2003 he served as chief financial
officer of Patton Management Group, Inc. From December 2000 until October 2001,
Mr. Ray was executive vice president of mergers and acquisitions for Bracknell
Corporation, Inc., a publicly traded company. From January 1997 to December
2000, he was chairman, chief executive officer, chief financial officer, and
consultant of Able Telcom Holding Corporation, Inc., a publicly traded company.
From 1995 to 1997, he was the president and founder of Ten-Ray Utility
Construction, Inc., a utility construction company, which operated primarily in
Colorado, Oklahoma and Washington, DC, as a contractor and consultant on
cost-plus projects for Alcatel North America and Lockheed Information Systems.
Mr. Ray also served from 1990 to 1992 as a member of the board of directors and
as a member of the Audit Committee and the Insurance and Profit Sharing Plan
Committee of Dycom Industries, Inc., a New York Stock Exchange publicly traded
company. Mr. Ray has a B.A. in Accounting from the University of North Carolina
at Greensboro, and has been a certified public accountant since 1982.

     Richard Mangiarelli served as our president from December 5, 2003 until
June 25, 2004. He was appointed to the board of directors of ARS Networks, Inc.,
a publicly-traded company, in February 2003. He has served as president, chief
executive officer and director of Cybertel Communications Corporation, a
publicly-traded company, since 1996. Previously, Mr. Mangiarelli served as
president and director of United States Alternate Energy Corporation, a
publicly-traded company, and as president and director of Dynasty Resources, a
publicly-traded company. Prior to entering business, Mr. Mangiarelli served in
the United States Marine Corps. Mr. Mangiarelli served as a platoon commander,
company commander, battalion commander, regimental commander, and retired from
the Marine Corps with the rank of colonel. Mr. Mangiarelli received a bachelor's
degree from the University of Connecticut and a Masters degree in Business
Administration from Pepperdine University. While in the Marine Corps Mr.
Mangiarelli attended and graduated from the Amphibious Warfare Course, Staff and
Command College and the Naval War College.

     John Jordan founded the Jordan Companies in 1959, a group of privately
held, diversified companies engaged in energy related engineering, manufacturing
and marketing activities, defense and aerospace consulting and international
negotiations and representation. He has served as chief executive officer and
president of these companies for over 20 years. Mr. Jordan served as an officer
in both the United States Air Force and the United


                                       22
<PAGE>
States Marine Corps. He is a graduate of Stanford University, the Marine Corps
Command and Staff College, the National Defense University-Industrial College of
the Armed Force program, the Naval War College.

     Ben Holcomb, since March 1999, has been an independent consultant to 14
venture capital backed start-ups. In this capacity he has served as chairman and
chief executive officer of Avana Communications, Inc., a publicly traded company
and vice president of sales and marketing for BroadCloud Communication, Inc., an
enterprise software company. On June 25, 2004, Mr. Holcomb was elected our
president. Before beginning his own consulting business, Mr. Holcomb worked for
12 years with BellSouth's domestic and international wireless operations.
Domestically, Mr. Holcomb spent almost 10 years with BellSouth's wireless
division, initially known as American Cellular Communications, as vice president
of finance and administration, when the company was a Jackson, Mississippi based
wireless carrier. ACC was acquired by BellSouth, a publicly traded company, in
1989. After BellSouth moved the company to Atlanta, Mr. Holcomb was named
president of this division which grew to include nationwide distribution. Over
the eight years before his move to wireless industry, Mr. Holcomb worked with
Holiday Inns, Inc., a publicly traded company, in Memphis, Tennessee. His last
position with that company was chief financial officer of the international
division. After graduating from college, Mr. Holcomb began his career in public
accounting. He worked with, what is now, Deloitte and Touche for over four
years. From February to December 2003, Mr. Holcomb served on the board of
directors of Nucentrix, Inc., a publicly-traded company, as the designated
financial expert. Mr. Holcomb is a graduate of The University of Tennessee and
maintains his CPA certificate in that state.

     Raymond J. Smith has been a financial consultant since 2000. From 1997 to
2000, Mr. Smith was chief financial officer for Professional Sports Car Racing,
Inc. in Tampa, Florida. From 1993 until 1997, he was chief financial officer for
Winter Brook Beverage Group, Inc. in Seattle, Washington. From 1985 until 1993,
he was vice president - finance for National Beverage Corp., a publicly traded
company, in Ft. Lauderdale, Florida. From 1979 until 1985, he was the controller
of Burnup & Sims, Inc., a publicly traded company, in Ft. Lauderdale, Florida.
Mr. Smith has a B.S. in Accounting from Philadelphia University and an MBA in
Finance from Temple University.

     Neil L. Underwood currently serves as vice president of sales for S1
Corporation, a publicly traded company. While working at S1, Mr. Underwood
continues to develop Underwood Ventures, LLC, a 10 year-old real estate holding
company focusing on commercial and residential real estate in the Atlanta
market. Before S1, Mr. Underwood launched the Americas division of Brokat
Technologies, a publicly traded company and a $200 million financial services
software supplier. Mr. Underwood is a certified cash manager. Mr. Underwood
serves on the board of Allied Bancshares, a publicly traded company. From 1999
until 2001, he was chief operating officer of BROKAT Americas, a publicly traded
company. Mr. Underwood is an honors graduate of Georgia Institute of Technology,
with a Bachelor of Industrial Engineering.

     David S. Gergacz has more than 30 years of experience in the
communications, computer hardware and software industries. He has held a number
of senior executive positions that include chairman and chief executive officer
of Brite Voice Systems (now Intervoice - Brite), chief executive officer of
Cincinnati Bell Telephone, chief executive officer of Rogers Cantel, Canada's
largest wireless communications company, vice chairman of Unitel, (now AT&T
Canada), chief executive officer of Boston Technology (now Comverse), chief
operating officer and president of Network Systems at Sprint. Mr. Gergacz also
held management positions at Bell Laboratories, AT&T and the former NYNEX, (now
Verizon).

     Michael Oyster has more than 25 years of experience in the communications,
computer hardware and software industries. He has significant experience in
marketing, product line management and development, and sales leadership. He has
held a number of executive positions that include executive vice president and
chief operating officer of Fusion International, president of Fusion Telecom
USA, president Local Services of Network Plus Inc., executive vice president
marketing and operations of Network Plus Inc., vice president and general
manager of Teleport Communications Group, managing director wholesale markets of
AT&T, division manager of AT&T Business Services, and national sales director of
AT&T Business Communications Group.

     Gisle Larsen is the director of business development at n-Tel
Communications Ltd., Dubai, United Arab Emirates. Mr. Larsen has 15 years of
executive management level experience within the IT and telecommunications
industries including two years as chief executive officer for iOnosphere Asia &
Middle East Ltd, a company developing a regional telecom solutions presence in
Asia, Africa and the Middle East. Prior to that assignment, Mr. Larsen served
for four years with Telenor International as director of international markets
from 1996until1998, and


                                       23
<PAGE>
director of business development from1998until 2000, during which time he was
responsible for the establishment of wholesale telecom businesses in nine
countries. Before this he worked with IBM, a publicly traded company and with
BEST Decision Support Ltd., which he co-founded. Mr. Larsen has an MBA from the
Norwegian School of Management.

     Dennis C. Hayes founded and continues to provide leadership for an Internet
industry trade association, which works closely with congress, the FCC and other
parts of government to protect the interests of the Internet industry through
legislative initiatives and advocacy. Mr. Hayes is the former chairman,
president and chief executive officer of Hayes Microcomputer Products, Inc.,
which he founded, grew and provided executive leadership from a start up to a
global company reaching revenues in excess of $240 million annually, with more
than 1,500 employees.

     H. Alec McLarty has served in various capacities from chief operating
officer to chairman of the board of three major textile companies, manufacturing
socks and pantyhose. He entered the telecom industry in 1987 and founded his
first telecommunications company that was subsequently sold to a large public
company. Mr. McLarty has founded several other telecom companies and served as
chief executive officer and chairman of each. The last was a joint venture with
Telenor (the telephone company in Norway) as the majority stockholder. This
venture established offices in Atlanta, New York, Los Angeles and Miami for
domestic operations while establishing international companies with offices in
Oslo, Luxembourg, London, Rome, Karachi, Hong Kong, and Kuala Lumpur. During the
last 10 years, Mr. McLarty served as a director of several public companies,
with responsibilities ranging from chairman of the board to chairman of the
audit committee to chairman of the compensation committee. From 1998 until 2001,
he was chief executive officer of Clarion Resources Communications Corp. From
1999 until 2002, he was a director of Abel Telecom Holding Inc., a publicly
traded company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the Exchange Act, our directors and certain of our
officers, and persons holding more than 10 percent of our common stock are
required to file forms reporting their beneficial ownership of our common stock
and subsequent changes in that ownership with the Securities and Exchange
Commission. Such persons are also required to furnish us with copies of all
forms so filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, and amendments thereto furnished to us, we believe that during the year ended
April 30, 2004, our executive officers, directors and greater than 10 percent
beneficial owners complied on a timely basis with all Section 16(a) filing
requirements.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     Compensation Committee. Our board of directors has created a compensation
committee which will make recommendations to the board of directors concerning
salaries and compensation for our executive officers and employees. The members
of the committee are Alec McLarty as chairman, Neil Underwood, and Gisle Larsen.
We have adopted a charter for the compensation committee, a copy of which is
attached to this Annual Report as an exhibit.

     Audit Committee. Our board of directors has created an audit committee
which is directly responsible for the appointment, compensation, and oversight
of the work of any registered public accounting firm employed by us (including
resolution of disagreements between our management and the auditor regarding
financial disclosure) for the purpose of preparing or issuing an audit report or
related work. The audit committee will also review and evaluate our internal
control functions. The members of the committee are Richard Mangiarelli as
chairman, David S. Gergacz, and Michael Oyster. We have adopted a charter for
the audit committee, a copy of which is attached to this Annual Report as an
exhibit.

     Nominating Committee. Our board of directors has created a nominating
committee which will exercise the power and authority to recommend the
appropriate size and composition of the board, nominees for election to the
board, and nominees for election to the committees. The members of the committee
are Michael Oyster as chairman,


                                       24
<PAGE>
John Jordan, and Dennis C. Hayes. We have adopted a charter for the nominating
committee, a copy of which is attached to this Annual Report as an exhibit.

     Executive Committee. Our board of directors has created an executive
committee which will exercise all the powers and authority of the board between
regular or special meetings of the board in the management of our business and
affairs, except to the extent limited by Delaware law. The members of the
committee are Billy V. Ray, Jr. as chairman, Alec McLarty, and David S. Gergacz.
We have adopted a charter for the executive committee, a copy of which is
attached to this Annual Report as an exhibit.

CODE  OF  ETHICS

     We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The code of ethics is
designed to deter wrongdoing and to promote:

-    Honest and ethical conduct, including the ethical handling of actual or
     apparent conflicts of interest between personal and professional
     relationships;

-    Full, fair, accurate, timely, and understandable disclosure in reports and
     documents that we file with, or submits to, the SEC and in other public
     communications made by us;

-    Compliance with applicable governmental laws, rules and regulations;

-    The prompt internal reporting of violations of the code to an appropriate
     person or persons identified in the code; and

-    Accountability for adherence to the code.

     A copy of our code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions is attached to this Annual
Report as an exhibit. We have filed with the SEC a copy of the code of ethics
attached hereto. We have posted a copy of the code of ethics on our website at
www.charys.com.

     We will provide to any person without charge, upon request, a copy of our
code of ethics. Any such request should be directed to our corporate secretary
at 1117 Perimeter Center West, Suite N415, Atlanta, Georgia 30338, telephone
(678) 443-2300, or fax (678) 443-2320.

DIRECTORS  COMPENSATION

     It is the policy of the board that compensation for independent directors
should be equity-based. Employee directors are not paid for board service in
addition to there regular compensation. Each non-employee director receives a
fee for attending each meeting, $2,000 in person or $1,000 telephonic
attendance, plus reasonable travel fees. In addition, non-employee directors may
receive Project Fees of $250 per hours, and certain Deal Fees. Deal fees include
an hourly fee to be approved by the Board of Directors for time spent on
negotiations and/or due diligence, plus an introduction fee of two percent or a
management fee (when the non-employee director plays a key role in the
acquisition and negotiation process) of five percent of the purchase price to be
paid in our stock, or if elected by the director stock, note and cash in the
same proportion as paid to the seller. Also, non-employee directors will receive
stock grants and options. For the director's initial term, the director will
receive 20,000 shares of our common stock and an option to purchase 100,000
shares, and will receive the same for each successive year of service. Upon
resignation or failing to be re-elected the director will receive an additional
50,000 shares of our common stock.


                                       25
<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION.

SUMMARY  OF  CASH  AND  CERTAIN  OTHER  COMPENSATION

     The compensation program for executives at the Company consists of three
key elements:

-    A base salary,

-    A performance bonus, and

-    Periodic grants and/or options of our common stock.

     Base Salary. The chief executive officer and all other senior executive
officers receive compensation base on such factors as competitive industry
salaries, a subjective assessment of the contribution and experience of the
officer, and the specific recommendation by the chief executive officer. For
fiscal 2004 no base salary compensation was paid to any of our executive
officers.

     Performance Bonus. A portion of each officer's total annual compensation is
in the form of a bonus. All bonus payments to officers must be approved by the
compensation committee based on the individual officer's performance and company
performance. For fiscal 2004 no bonus compensation was paid to any of our
executive officers.

     Stock Incentive. Stock options are granted to executive officers based on
their positions and individual performance. Stock options provide incentive for
the creation of stockholder value over the long term and aid significantly in
the recruitment and retention of executive officers. The compensation committee
considers the recommendations of the chief executive officer for stock option
grants to executive officers (other than the chief executive officer) and
approves, disapproves or modifies such recommendation. For fiscal 2004 no stock
option grants where given to any of our executive officers.

EMPLOYMENT  AGREEMENTS

     On June 15, 2004 Messrs. Ray, Holcomb, and Smith executed employment
agreements with us, copies of which are filed as exhibits with this Annual
Report. On June 25, 2004 at a Special Meeting of Directors, the full board
approved the employments for Messrs. Ray, Holcomb, and Smith.

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED  STOCKHOLDER  MATTERS.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The following table sets forth, as of June 30, 2004, information concerning
ownership of our securities by:

-    Each person who owns beneficially more than five percent of the outstanding
     shares of our common stock;

-    Each person who owns beneficially more than five percent of the outstanding
     shares of our preferred stock;

-    Each director;

-    Each named executive officer; and

-    All directors and officers as a group.


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                                        COMMON STOCK
                                                        BENEFICIALLY           PREFERRED STOCK BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                   OWNED (2)                   OWNED (2)
--------------------------------------------------  ----------------------  -------------------------------
                                                       NUMBER      PERCENT      NUMBER          PERCENT
                                                    -------------  -------  ---------------  --------------
<S>                                                 <C>            <C>      <C>              <C>
Billy V. Ray, Jr. (3). . . . . . . . . . . . . . .     21,851,503    44.94        1,000,000             100
Richard Mangiarelli (4). . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Ben Holcomb. . . . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Raymond J. Smith . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
John Jordan. . . . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Neil L. Underwood. . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Dave Gergacz . . . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Mike Oyster. . . . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Gisle Larsen . . . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
Dennis C. Hayes. . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
                                                                   -------  ---------------  --------------
Alec McLarty . . . . . . . . . . . . . . . . . . .            -0-      -0-              -0-             -0-
                                                    -------------  -------  ---------------  --------------
All directors and officers as a group (11 persons)     21,851,503    44.94        1,000,000             100
                                                    =============  =======  ===============  ==============
<FN>
------------------------------
*    Less than one percent.
(1)  Unless otherwise indicated, the address for each of these stockholders is
     c/o Charys Holding Company, Inc., 1117 Perimeter Center West, Suite N415,
     Atlanta, Georgia 30338. Also, unless otherwise indicated, each person named
     in the table above has the sole voting and investment power with respect to
     his shares of our common and preferred stock beneficially owned.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
(3)  Pursuant to the Amended and Restated Stock Purchase Agreement filed with
     the SEC as an exhibit to our Form 8-K/A on June 1, 2004, Mr. Ray has the
     right to acquire an additional 22,372,225 shares of our common stock.
     Although Mr. Ray will not formally own the shares of our common stock and
     preferred stock described above, he has the right to vote such shares. The
     preferred stock is entitled to the number of votes held by such holder
     multiplied by 250. See "Certain Relationships and Related Transactions,"
     below.
(4)  The wife of Mr. Mangiarelli, Janet Risher, has the right to acquire
     4,000,000 shares of our common stock under Consulting Agreements under the
     Stock Purchase Agreement.
</TABLE>

     There are no arrangements, known to us, including any pledge by any person
of our securities, the operation of which may at a subsequent date result in a
change in control of Charys Holding Company, Inc.

     There are no arrangements or understandings among members of both the
former and the new control groups and their associates with respect to election
of directors or other matters.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     Pursuant to the Amended and Restated Stock Purchase Agreement, on February
27, 2004, Mr. Ray has the right to acquire 21,851,503 shares of the our common
stock and 1,000,000 shares of our preferred stock, plus an additional 22,372,225
shares of our common stock. Although Mr. Ray will not formally own the
21,851,503 shares of our common stock and 1,000,000 shares of our preferred
stock described above, he has the right to vote such shares. The preferred stock
is entitled to the number of votes held by such holder multiplied by 250.

     Pursuant to the stock pledge agreement, discussed under "Change in
Control," above, Mr. Ray granted to Ms. Risher and Mr. Schmidt a security
interest in the 21,851,503 shares of our common stock, and the 1,000,000 shares
of our preferred stock to be acquired by Mr. Ray. The Note is payable in
installments with the first payment of $25,000 being due and payable on or
before July 25, 2004. Thereafter, the Note shall be due and payable in nine
monthly installments of $25,000.00 each, payable on the last day of each and
every calendar month, beginning on August 31, 2004, and continuing regularly
thereafter until the whole of said principal amount has been duly paid.

     Ms. Risher and Mr. Schmidt placed in escrow, pursuant to the terms of an
Escrow Agreement (the "Escrow Agreement") the Initial Common Shares and the
Initial Preferred Shares. The Escrowed Shares have been accompanied by stock
powers duly executed by Ms. Risher and Mr. Schmidt in favor of Mr. Ray, which
will be utilized to transfer the Escrowed Shares to Mr. Ray upon satisfaction of
all of the terms of the Note, the Stock Pledge Agreement, the Escrow Agreement,
the Consulting Agreements hereinabove described (collectively, the "Other
Agreements") and the Stock Purchase Agreement. At the closing under the Stock
Purchase Agreement and upon the payment in full of the Note, the Escrow Agent
shall deliver the Initial Common Shares to Mr. Ray free and clear of all liens
and encumbrances other than the legend required by the Securities Act. Upon
completion and


                                       27
<PAGE>
satisfaction of all of the terms of the Stock Purchase Agreement and the Other
Agreements, the Escrow Agent shall deliver the Initial Preferred Shares to Mr.
Ray free and clear of all liens and encumbrances other than the legend required
by the Securities Act.

     So long as no event of default has occurred and remains uncured for the
applicable grace period under the Stock Purchase Agreement, the Note, the Stock
Pledge Agreement, and the Consulting Agreements, Mr. Ray shall have the right to
vote all of the Escrowed Shares.

     The wife of Mr. Mangiarelli, Mrs. Janet Risher, has the right to acquire
4,000,000 shares of our common stock under a Consulting Agreement which is part
of the Amended and Restated Stock Purchase Agreement.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)     Financial  Statement  Schedules.

     None.

     (b)     Exhibits

ITEM  14.     AUDIT FEES

$6,407 incurred during fiscal year ended 4/30/04.

<TABLE>
<CAPTION>
EXHIBIT
   NO.                                         IDENTIFICATION OF EXHIBIT
-----------                                    -------------------------
<C>          <S>

    2.1*     Plan and Agreement of Merger Between Spiderboy International, Inc. and Charys Holding Company, Inc.
             dated June 25, 2005 and filed with Definitive Proxy Statement dated June 11, 2004.
    3.1*     Articles of Incorporation of Rogers Hardware and Lumber Company filed on February 11, 1959 with the
             State of Minnesota.
    3.2*     Certificate of Restated Articles of Incorporation of Rogers Hardware and Lumber Company filed on
             December 10, 1968 with the State of Minnesota, changing the corporate name to Component Systems,
             Inc.
    3.3*     Certificate of Restatement of Articles of Incorporation of Component Systems, Inc. filed on May 21, 1987
             with the State of Minnesota, changing the corporate name to Prestine, Inc.
             Modification of Statutory Requirements or Amendments of Articles of Incorporation of Prestine, Inc.
    3.4*     filed on April 23, 1968 with the State of Minnesota, changing the corporate name to High Country
             Ventures, Inc.
    3.5      Amendment of Articles of Incorporation of High Country Ventures, Inc. filed on October 13, 2000 with
             the State of Minnesota, changing the corporate name to Spiderboy International, Inc.
    3.6**    Certificate of Designation, Preferences and Rights of Series A Preferred Stock of Spiderboy International,
             Inc. filed on February 24, 2004 with the State of Minnesota.
    3.8*     Certificate of Incorporation of Charys Holding Company, Inc. filed on April 16, 2004 with the State of
             Delaware and filed with Definitive Proxy Statement dated June 11, 2004.
    3.9*     Certificate of Amendment of Certificate of Incorporation of Charys Holding Company, Inc. filed on May
             21, 2004 with the State of Delaware and filed with Definitive Proxy Statement dated June 11, 2004.
    3.10*    Certificate of Designation, Preferences and Rights of Series A Preferred Stock of Charys Holding
             Company, Inc. filed on May 5, 2004 with the State of Delaware and filed with Definitive Proxy Statement
             dated June 11, 2004.
    3.19*    Bylaws of Spiderboy.com, Inc.


                                       28
<PAGE>
    3.20*    Certificate of Exchange filed on October 13, 2000 with the State of Minnesota whereby Spiderboy.com,
             Inc. became a wholly-owned subsidiary of High Country Ventures, Inc.
    3.21*    Articles of Merger filed with the Delaware Secretary of State on June 30, 2004.
    3.22*    Articles of Merger filed with the Minnesota Secretary of State on July 1, 2004.
    10.1*    Stock Purchase Agreement between Mark N. Pardo and Richard Mangiarelli and Richard Schmidt dated
             December 5, 2003 filed as an exhibit to Form 8-K on December 12, 2003.
    10.2*    Promissory Note in the amount of $160,000 dated December 5, 2003, executed by Richard Mangiarelli,
             Richard Schmidt, and Spiderboy International, Inc., payable to the order of Mark N. Pardo filed as an
             exhibit to Form 8-K on December 12, 2003.
    10.3*    Stock Purchase Agreement between Janet Risher, Richard Schmidt, Spiderboy International, Inc., and
             Billy V. Ray, Jr., dated February 27, 2004 filed as an exhibit to Form 8-K on May 28, 2004.
    10.4*    Amended and Restated Stock Purchase Agreement Janet Risher, Richard Schmidt, Spiderboy
             International, Inc., and Billy V. Ray, Jr., dated May 25, 2004 filed as an exhibit to Form 8-K/A on June 1,
             2004.
    10.5*    Charys Holding Company, Inc. Employee Stock Incentive Plan for the Year 2004 dated April 28, 2004
             and filed with Definitive Proxy Statement dated June 11, 2004.
    10.6*    Charys Holding Company, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for the
             Year 2004 dated April 28, 2004 and filed with Definitive Proxy Statement dated June 11, 2004.
    10.7*    Consulting Agreement Between Charys Holding Company, Inc.'s. predecessor, Spiderboy International,
             Inc., and Janet Risher dated February 27, 2004.
    10.8*    Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc., and Richard Schmidt dated February 27, 2004.
    10.9*    Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc., and Paul Ferandell dated February 27, 2004.
    10.10*   Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc., and John Jordan dated February 27, 2004.
    10.11*   Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc., and Bruce Caldwell dated February 27, 2004.
    10.12*   Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc., and Jimmy Villalobos dated February 27, 2004.
    10.13*   Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc.", and Ash Mascarenhas, dated February 27, 2004.
    10.14*   Consulting Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy International,
             Inc., and Francis Zubrowski, dated February 27, 2004.
    10.15*   Registration Rights Agreement Between Charys Holding Company, Inc.'s predecessor, Spiderboy
             International, Inc., and Janet Risher dated February 27, 2004.
    10.16*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and Richard Schmidt dated February 27, 2004.
    10.17*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and Paul Ferandell dated February 27, 2004.
    10.18*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and John Jordan dated February 27, 2004.
    10.19*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and Bruce Caldwell dated February 27, 2004.
    10.20*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and Jimmy Villalobos dated February 27, 2004.
    10.21*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and Ash Mascarenhas dated February 27, 2004.
    10.22*   Registration Rights Agreement Between Charys Holding Company,  Inc.'s predecessor, Spiderboy
             International, Inc., and Francis Zubrowski dated February 27, 2004.
    10.23*   Stock Purchase Agreement Between Charys Holding Company, Inc., Robert G. Barrow, Jr. and Mark D.
             Andrizzi dated April 21, 2004.
    10.25**  Charter of Compensation Committee dated April 28, 2004.
    10.26**  Charter of Audit Committee dated April 28, 2004.
    10.29**  Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Billy V. Ray.
    10.30**  Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Ben Holcomb.


                                       29
<PAGE>
    10.31**  Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Raymond J.
             Smith.
    10.32**  Joint Venture Agreement between Ruby Belle, LLC, Ted C. Russell, and Charys Holding Company, Inc.
    10.33**  Option to Purchase Stock Agreement dated May 18, 2004 between J. F. Carter & Co., Inc., Joe F. Carter
             and Carol F. Carter, and Charys Holding Company, Inc.
    10.34**  Ground Lease dated May 26, 2004 between Realm Insurance Company, and Charys Holding Company,
             Inc.
    10.35*   Charys Holding Company, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for the
             Year 2004 dated July 19, 2004 filed as an exhibit to a registration statement on Form S-8 on July 29,
             2004.
    14**     Code of Ethics.
    21**     Subsidiaries.
    31.1**   Certification of Billy V. Ray, Jr., Chief Executive Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
    31.2**   Certification of Raymond J. Smith, Chief Financial Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
    32.1**   Certification of Billy V. Ray, Jr., Chief Executive Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
    32.2**   Certification of Raymond J. Smith, Chief Financial Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
<FN>
-----------
*  Previously  Filed
**  Filed  Herewith
</TABLE>

     (c)     Reports  on  Form  8-K.

     Form 8-K filed on November 3, 2003 with respect to change in our certifying
accountant.

     Form 8-K/A filed on November 24, 2003 with respect to changes in our
certifying accountant.

     Form 8-K filed on December 12, 2003 with respect to changes in control and
change in our certifying accountant.

     Form 8-K filed on March 10, 2004 with respect to change in control and
change in our address and telephone number.

     Form 8-K filed on April 21, 2004 with respect to change in our certifying
accountant and change in control.

     Form 8-K/A filed on June 1, 2004 with respect to change in control.

     Form 8-K filed July 6, 2004 with respect to the acquisition of Innovative
Corporate Strategies, Inc.

     Form 8-K filed July 22, 2004 with respect to completion of the steps
necessary to effect the change in our name to "Charys Holding Company, Inc." and
the change in our domicile from the State of Minnesota to the State of Delaware
effective July 1, 2004.


                                       30
<PAGE>
ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

AUDIT  FEES

     The aggregate fees billed by Callahan, Johnston & Associates, LLC for
professional services rendered for the audit of our annual financial statements
for fiscal year ended April 30, 2004 were none.

     The aggregate fees billed by Malone & Bailey, PLLC for professional
services rendered for the audit of our annual financial statements for fiscal
year ended April 30, 2004 were $3,000.

AUDIT-RELATED  FEES

     The aggregate audit-related fees billed by Callahan, Johnston & Associates,
LLC for professional services rendered for the audit of our annual financial
statements for fiscal year ended April 30, 2004 were $6,407.

     The aggregate audit-related fees billed Malone & Bailey, PLLC for
professional services rendered for the audit of our annual financial statements
for fiscal year 2003 were none .

ALL  OTHER  FEES

     There were no other fees billed by Callahan, Johnston & Associates, LLC or
Malone & Bailey, PLLC for professional services rendered, other than as stated
under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                         CHARYS HOLDING COMPANY, INC.



Date:  August 13, 2004
                                         By  /s/  Billy  V.  Ray,  Jr.
                                           -----------------------------------
                                           Billy V, Ray, Jr.,
                                           Chief Executive Officer


                                       31
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                       FINANCIAL STATEMENTS AND SCHEDULES



                         FORMING A PART OF ANNUAL REPORT

                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                          CHARYS HOLDING COMPANY, INC.


<PAGE>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                YEARS ENDED APRIL 30, 2004, 2003 AND PERIOD FROM
                      NOVEMBER 18, 1999 TO APRIL 30, 2004


<PAGE>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                YEARS ENDED APRIL 30, 2004, 2003 AND PERIOD FROM
                      NOVEMBER 18, 1999 TO APRIL 30, 2004

                                TABLE OF CONTENTS
                                -----------------


                                                          Page
                                                          ----

Independent Auditors' Report . . . . . . . . . . . . . . .  1


Consolidated Financial Statements:

  Consolidated Balance Sheets. . . . . . . . . . . . . . .  2

  Consolidated Statements of Operations. . . . . . . . . .  3

  Consolidated Statements of Stockholders Deficit. . . . .  4

  Consolidated Statements of Cash Flows. . . . . . . . . .  5

  Notes to Consolidated Financial Statements . . . . . . .  6


<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Stockholders and Board of Directors
  Charys Holding Company, Inc.
  (f/k/a Spiderboy International, Inc.)
  Atlanta, Georgia

We have audited the accompanying consolidated balance sheet of Charys Holding
Company, Inc. (f/k/a Spiderboy International, Inc.) as of April 30, 2004, and
the related consolidated statements of expenses, stockholders deficit, and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of Charys's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Charys Holding
Company, Inc. (f/k/a Spiderboy International, Inc.) as of April 30, 2004 and the
results of operations, stockholders deficit and cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

As described in Note 2 to the financial statements, the accompanying financial
statements have been prepared assuming that Charys will continue as a going
concern. Charys's significant operating losses, lack of assets and the
substantial stockholders deficit raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

July 22, 2004


                                      F-1
<PAGE>
                      CALLAHAN, JOHNSTON & ASSOCIATES, LLC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Stockholders and Board of Directors
Spiderboy  International,  Inc.
  (A  Development  Stage  Company)
Fort  Myers,  Florida

We  have  audited  the  accompanying  consolidated  balance  sheet  of Spiderboy
International,  Inc.  as  of  April  30,  2003,  and  the  related  consolidated
statements  of operations, stockholders equity (deficit), and cash flows for the
year  then  ended  and  for the period from November 18, 1999 to April 30, 2003.
These  consolidated  financial statements are the responsibility of the Companys
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material misstatements.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Spiderboy
International,  Inc.  as  of  April  30,  2003  and  the  results of operations,
stockholders  equity  (deficit)  and  cash flows for the year then ended and for
the  period  from  November  18,  1999  to  April  30,  2003, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

As  described  in Note 2 to the financial statements, the accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern.  The  Companys  significant  operating  losses  and  the  substantial
stockholders  deficit raise substantial doubt about its ability to continue as a
going  concern.  The  financial  statements  do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

/s/  Callahan, Johnston & Associates, LLC

CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
August 12, 2003


            7400 Lyndale Avenue South, Suite 140, Richfield, MN 55423
                 Telephone: (612)861-0970      Fax: (612)861-5827
                          E-mail: cjacallahan@qwest.com


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                          CONSOLIDATED BALANCE SHEETS
                         As of April 30, 2004 and 2003


                                                     2004         2003
                                                 -----------   ----------
<S>                                              <C>           <C>
               ASSETS
               ------

     Total assets                                $      - -    $     - -
                                                 ===========   ==========



  LIABILITIES AND STOCKHOLDERS DEFICIT
  ------------------------------------

Current liabilities:
  Accounts payable and accrued expenses          $ 1,365,740   $     - -
  Accrued income taxes                                 2,919       2,919
  Liabilities of discontinued operations                 - -      73,506
                                                 -----------   ----------
        Total current liabilities                  1,368,659      76,425
                                                 -----------   ----------

Contingent liabilities

Stockholders deficit:
  Preferred stock: $.001 par value;
    5,000,000 shares authorized; 1,000,000
    shares issued and outstanding                     10,000         - -
  Common stock: $.001 par value; 300,000,000
    shares authorized; issued and outstanding
    shares 4,862,778 in 2004 and
    4,362,778 in 2003                                  4,863       4,363
  Additional paid in capital                       1,842,131    1,266,401
  Accumulated deficit                             (3,225,653) (1,346,826)
                                                 -----------  -----------
    Total stockholders deficit                    (1,368,659)    (76,425)
                                                 -----------  -----------
    Total liabilities and stockholders deficit   $      - -   $      - -
                                                 ===========  ===========


See accompanying summary of accounting policies and notes to financial statements.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                      CONSOLIDATED STATEMENTS OF EXPENSES
                      Years Ended April 30, 2004 and 2003


                                                2004         2003
                                            ------------  -----------
<S>                                         <C>           <C>

Administrative expenses                     $ 1,897,774   $      - -
                                            ------------  -----------
Loss from continuing operations              (1,897,774)         - -

Discontinued operations
  - Loss from operations                                    (345,283)
  - Gain on disposal                             18,947          - -
                                            ------------  -----------
  Net income loss                            (1,878,827)    (345,283)
                                            ============  ===========

Basic and diluted net loss
  per share
  - continuing operations                   $      (.42)  $      - -
  - discontinued operations                         - -         (.08)
  - sale of discontinued operations         $       .00          - -
                                            ============  ===========

Weighted average number of
  shares outstanding                          4,527,161    4,308,538
                                            ============  ===========


See accompanying summary of accounting policies and notes to financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                               CHARYS HOLDING COMPANY, INC.
                                           (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT


                                            Preferred Stock       Common Stock
                                          -------------------  ---------------------   Retained
                                            Shares    Amount    Shares      Amount      Deficit        Total
                                          ----------  -------  ---------  ----------  ------------  ------------
<S>                                       <C>         <C>      <C>        <C>         <C>           <C>

BALANCES, April 30, 2002                           -  $     -  3,688,283  $  586,215  $(1,001,543)  $  (415,328)

   Contributed capital from donated rent           -        -          -       6,000            -         6,000

   Issuance of common stock at $.10 to
     $1.20 per share in settlement of
     liabilities                                   -        -    674,495     678,186            -       678,186

   Fiscal 2003 net loss                            -        -          -           -     (345,283)     (345,283)
                                          ----------  -------  ---------  ----------  ------------  ------------

BALANCES, April 30, 2003                           -        -  4,362,778   1,270,401   (1,346,826)      (76,425)

   Contributed capital from donated
     rent and liabilities                        - -        -          -      76,593            -        76,593

   Issuance of common stock at $1
     per share for services                      - -        -    500,000     500,000            -       500,000

   Issuance of preferred stock at
     $.001 per share for services          1,000,000   10,000        - -         - -            -        10,000

   Fiscal 2004 net loss                            -        -          -         - -   (1,878,827)   (1,878,827)
                                          ----------  -------  ---------  ----------  ------------  ------------

BALANCES, April 30, 2004                   1,000,000  $10,000  4,862,778   1,846,994   (3,225,653)  $(1,368,659)
                                          ==========  =======  =========  ==========  ============  ============
Less: par                                                                      4,863
                                                                          ----------
Additional paid in capital                                                $1,842,131
                                                                          ==========


See accompanying summary of accounting policies and notes to financial statements.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    Year Ended April 30,
                                                     2004         2003
                                                 ------------  ----------
<S>                                              <C>           <C>
Cash flows from operating
  activities:
    Net loss                                     $(1,878,827)  $(345,283)
    Adjustments to reconcile net
      loss to cash flows
      from operating activities:
        Gain on sale of
          discontinued operations                    (18,947)        - -
        Donated rent                                   3,000       6,000
        Depreciation                                      42          85
        Stock issued for services                    510,000     300,000
        Net liabilities of
          Discontinued operations                    128,067      37,911
        Accounts payable and other
          current liabilities                      1,256,665         - -
                                                 ------------  ----------
Net cash flows from operating
  activities                                             - -      (1,287)
                                                 ------------  ----------

Net change in cash                                       - -      (1,287)
                                                 ------------  ----------
Cash - Beginning of year                                 - -       1,287
                                                 ------------  ----------
  End of year                                    $       - -   $     - -
                                                 ============  ==========


See accompanying summary of accounting policies and notes to financial statements.
</TABLE>


                                      F-6
<PAGE>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Charys Holding Company, Inc. is a Delaware corporation incorporated on April 16,
2004. Charys has had no operating activities since 2003. Charys is the successor
to Spiderboy International, Inc. ("Spiderboy"), a Minnesota corporation, as the
result of a merger and name change approved by the shareholders on June 25,
2004.

The merger between Spiderboy and Charys was organized to change the corporate
domicile. Charys was a newly formed corporation with only minimal capital and no
other assets or liabilities. The merger agreement provided for the existing
stockholders of Spiderboy to receive one share of Charys's common stock for
every 10 shares of common stock of Spiderboy (in effect, a one for 10 reverse
split). In addition, the one outstanding share of Charys was cancelled. As a
result, the former stockholders of Spiderboy became the only stockholders of the
newly merged corporation.

The holders of Series A preferred stock of Spiderboy were entitled to receive
one share of Series A preferred stock of Charys for every share of Series A
preferred stock of Spiderboy.

Charys intends to operate as a holding company, with operating subsidiaries in
the following business segments:

     -    Telecommunication, Cable TV, and Power Services,
     -    Call Center Software Integration,
     -    Sale and Resale of Computer Hardware,
     -    Wi-Fi Installation, and
     -    Business Services.

On April 21, 2004, Charys acquired all the outstanding shares of Innovative
Corporate Strategies, Inc. ("ICS"). On the date of acquisition ICS was in the
development stage, with no assets or liabilities. ICS expects to begin operating
in Late 2004. The consideration to be paid for ICS is contingent and is 3.5
times the total earnings before interest, taxes, and depreciation of ICS over
the period commencing at the closing of the acquisition and continuing through
the last day of ICS's fiscal year 2006, calculated according to GAAP, up to a
maximum of $12,400,000.

Historical Operations. Rogers Hardware and Lumber Company was originally
incorporated in Minnesota in February 1959 and went out of business some years
later. Rogers merged with Spiderboy on October 12, 2003. Spiderboy created and
ran the Spiderboy.com search engine on the world wide web, becoming inactive in
early 2003. During most of the fiscal year 2004 Spiderboy had no operations and
its only activity was the maintenance of its corporate status.

Principles of Consolidation. The accompanying consolidated financial statements
include the accounts of the Charys and its wholly-owned subsidiaries,
Spiderboy.com, Inc. and ICS. All intercompany transactions and balances have
been eliminated in consolidation.

Investment instruments purchased with a maturity of three months or less are
considered to be cash equivalents. At April 30, 2004 and 2003, there were no
cash equivalents.

Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America


                                      F-7
<PAGE>
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period.

Contingent Liabilities. On November 24, 2003, Charys's president and majority
shareholder, Mark N. Pardo, sold controlling interest to two investors for
$250,000. Charys cosigned a $160,000 promissory note to Mr. Pardo as a part of
this transaction. This note is non-interest bearing, secured by a majority
interest in the Charys's common stock and is due: $30,000 on January 24, 2004;
$13,000 each month from February 24, 2004 to November 24, 2004.

Consulting agreements entered into on February 27, 2004 contain contingent
obligations to issue 3,333,334 shares of Charys common stock to various
consultants (See Note 4: Shares Issuable Under Consulting Agreements).

The consideration to be paid towards the acquisition of Innovative Corporate
Strategies, Inc. (ICS) is subject to adjustment as described in Note 1.

Trademark Opposition. On April 29, 2004, Marvel Comics filed a federal lawsuit
against Charys for Charys's previous use of the Spiderboy trademark. Charys
obtained this trademark after Marvel Comics had allowed it to lapse. Charys's
former President has indemnified Charys with respect to this matter. Charys
feels its name change in June 2004 minimizes any exposure it might have with
respect to this matter.

Long-Lived Assets. In accordance with SFAS 144, Accounting For The Impairment or
Disposal Of Long-Lived Assets, Charys reviews its long-lived assets and
intangibles related to those assets periodically to determine potential
impairment by comparing the carrying value of the long-lived assets outstanding
with estimated future cash flows expected to result from the use of the assets,
including cash flows from disposition. Should the sum of the expected future
cash flows be less than the carrying value, Charys would recognize an impairment
loss. An impairment loss would be measured by comparing the amount by which the
carrying value exceeds the fair value of the long-lived assets and intangibles.

Basic and Diluted Earnings Per Share. Basic loss per common share is computed by
dividing income available to common stockholders by the weighted-average number
of common shares outstanding for the period. Diluted loss per common share, in
addition to the weighted average determined for basic earnings per shares,
includes potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock. Common stock
equivalents issuable upon exercise of stock options and warrants using the
treasury stock method were antidilutive and, therefore, were not included in the
computations of diluted loss per common share. There were no outstanding stock
options or warrants.

Income Taxes. Charys accounts for income tax expense based on reported earnings
before income taxes. Deferred income taxes reflect the impact of temporary
differences between assets and liabilities recognized for financial reporting
purposes and such amounts recognized for tax purposes, and are measured by
applying tax rates in effect in years in which the differences are expected to
reverse.

Recently issued accounting pronouncements. Charys does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on
Charys's results of operations, financial position or cash flow.

Reclassifications. Certain reclassifications have been made to fiscal 2003
financial statements to conform to the fiscal 2004 presentation. These
reclassifications had no net income effect.


                                      F-8
<PAGE>
NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Charys incurred net losses of
$345,283 and $1,878,827 in fiscal 2003 and 2004, respectively, has an
accumulated deficit of $3,225,653 and a working capital deficit of $1,368,659 as
of April 30, 2004. These conditions create an uncertainty as to Charys's ability
to continue as a going concern. Management is trying to raise additional capital
through sales of common stock as well as seeking financing from third parties.
The financial statements do not include any adjustments that might be necessary
if Charys is unable to continue as a going concern.


NOTE 3 - RELATED PARTY TRANSACTIONS

Sale of Discontinued Operations

     On October 19, 2003, Charys entered into an agreement with its then
     president and majority shareholder, Mark N. Pardo, to sell him all of
     Charys's tangible and intangible assets relating to its e-commerce and
     entertainment activities (Including but not limited to:  intellectual
     rights, films, film footage, office equipment and film equipment).  The
     purchase price paid by Mr. Pardo was $18,117 and was paid through the
     assumption of liabilities.

     Subscription Agreement / Sale of Subsidiary.  On February 27, 2004,
     Charys entered into an agreement to sell its Spiderboy.com, Inc. subsidiary
     to stockholders of Charys for a promise to pay $1,000.  Spiderboy.com, Inc.
     has been inactive since early 2003.  The $1,000 note receivable is non-
     interest bearing, unsecured and due on demand.  This amount was fully
     impaired as of April 30, 2004.

Office Space / Furniture and Equipment

     Charys previously received office space and use of certain furniture
     and equipment from its former majority stockholder under a month-to-month
     agreement at no cost.  A value of $500 per month was reflected for these
     donated rentals in the accompanying financial statements ($3,000 in 2004
     and $6,000 in 2003).


NOTE 4 - STOCKHOLDERS' EQUITY

Authorized Shares.  On February 27, 2004, a controlling interest in Charys was
sold.  As part of this agreement, Charys amended its certificate of
incorporation
to provide for authorized shares as follows:

     - 300,000,000 shares of common stock.
     - 5,000,000 shares of preferred stock.

Reverse Split. Charys implemented a one-for-10 reverse split for common stock in
connection with the change of domicile from Minnesota to Delaware pursuant to a
merger (see note 1) whereby the Spiderboy stockholders received one share of the
common stock of Charys for every 10 shares of Spiderboy's common stock.

The reverse split has been presented retroactively in the accompanying financial
statements.

Preferred Stock. On December 16, 2003, Spiderboy issued two consultants 500,000
shares each of Series A preferred stock. The Series A preferred stock is not


                                      F-9
<PAGE>
entitled to receive any dividends and is not convertible into shares of our
common stock. A holder of the Series A preferred stock is entitled to 250 votes
per share.

The holders of shares of the Series A Preferred stock of Spiderboy received one
share of Series A preferred stock of Charys for every share of Series A
preferred stock of Spiderboy.

Shares Issuable Under Consulting Agreements. Charys signed a Consulting
Agreement on February 27, 2004, with seven individuals. These consulting
agreements grant up to 4,300,000 shares of Charys's common stock to the
consultants in full consideration for general business consulting services to be
provided. Shares to be issued under these agreements are to be:

     - One-third registered securities pursuant to a registration statement
       on Form S-8
     - One-third restricted shares under Rule 144, but possessing piggyback
       registration rights, and
     - Remaining one-third restricted shares under Rule 144 with no
       registration rights.

A liability of $1,256,665 is reflected in accounts payable for the initial
966,664 shares of common stock initially issuable under these agreements. A
contingent liability exists for the remaining 3,333,336 shares of common stock
issuable, based on future performance required under these agreements. No
obligation has been recorded for the future services to be rendered.

Stock Incentive Plans. On April 28, 2004, Charys's Board of Directors approved
an Employee Stock Ownership Plan and a Non-Employee Director Stock Incentive
Plan. These Plans became effective July 19, 2004. Grants of shares under these
plans shall have a deemed issuance price of not less than 85% of the fair market
value of the common stock on the date of the grant.


NOTE 5 - OFFICE LEASE

Charys leases its office facilities under a five-year lease beginning April 2004
and is accounted for as an operating lease. Future minimum lease payments are as
follows:

               2005              $118,251
               2006              $118,251
               2007              $118,251
               2008              $119,984
               2009              $119,984


NOTE 6 - INCOME TAXES

Income taxes consisted of the following at April 30,

                                       2004        2003
                                    ----------  ----------

Deferred tax asset relating to net
  operating loss carryforwards      $ 735,000   $ 250,000
Valuation allowance                  (735,000)   (250,000)
                                    ----------  ----------

Net deferred tax asset              $     - -   $     - -
                                    ==========  ==========


                                      F-10
<PAGE>
NOTE 7 - SUPPLEMENTAL INFORMATION

Summary of non cash activity:

     In October 2003 the Company's then president and majority shareholder, Mark
     N. Pardo, contributed accrued payroll and notes owed him by the Company as
     additional equity. This equity contribution totaled $67,329. Various other
     shareholders also contributed cash or liabilities to Charys as additional
     equity.


NOTE 8 - OTHER TRANSACTIONS

On March 8, 2004, Charys entered into Commercial Real Estate Purchase and Sale
Agreement with Joe F. and Carol F. Carter (the "Carters") to acquire certain
real property and surface interest pertaining to 242 acres suitable for the
mining of minerals including but not limited to Carolina slate. On June 7, 2004
and prior to any business being transacted under the Real Estate Agreement,
Charys assigned its rights under this agreement to Flagship Holdings, Inc, a
Company controlled by Billy Ray. In consideration for the assignment, Charys
will receive fees upon the sale of the various properties. There are three
properties to be sold. The fees will range from $200,000 to $300,000 per
property. In June 2004, Charys received $300,000 from the sale of the first
property.

In May 2004, the Company entered into a Joint Venture Agreement with Ruby Belle,
LLC and Ted C. Russell to develop, operate, and/or sell certain real estate or
interests owned by Realm National Insurance located in North Carolina. The name
of the venture is 3DN Real Estate Development Joint Venture. No activity related
to this joint venture has commenced as of July 22, 2004.

On May 26, 2004, Charys signed a ground lease with Realm National Insurance
Company. The lease expires on its 10th anniversary date. The lease gives Charys
the right to use and occupy a certain parcel of land located in North Carolina
for the purpose of removing all crushed stone produced from the leased property.

The lease provides for Charys to make the following payments to Realm:

     - Basic rent of $150,000 per year, payable 180 days after the commencement
       of each then current year of the lease term.
     - Additional rent of four percent of the proceeds from the sale of crushed
       stone.
     - No operational activity has commenced as provided for under this lease as
       of July 22, 2004.


                                      F-11
<PAGE>