SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                 FORM 10-KSB/A
                                Amendment No. 2

(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,  2005.

[ ]  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 of                           (I.R.S. Employer
     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/A or any amendment to
this  Form  10-KSB/A. [ ]

     State issuer's revenues for its most recent fiscal year: $7,482,699.

     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,  2005:  $2,789,027.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as  of  September 2,  2005:  8,408,649.

     Documents incorporated by reference: None.


<PAGE>
<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS

<S>                                                                                                   <C>
Item 1.     Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Item 2.     Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 4.     Submission of Matters to a Vote of Security Holders.  . . . . . . . . . . . . . . . . . . 20
Item 5.     Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . 20
Item 6.     Management's Discussion and Analysis and Plan of Operation. . . . . . . . . . . . . . . . 21
Item 7.     Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Item 8.     Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. . . 30
Item 8A.    Controls and Procedures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Item 8B.    Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 9.     Directors, Executive Officers, Promoters and Control Persons; Compliance With
            Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Item 10.    Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Item 11.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Item 12.    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . 40
Item 13.    Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Item 14.    Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>


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                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

FORWARD-LOOKING STATEMENTS

     Statements in this Form 10-KSB/A 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/A Annual Report, including the risks described
under "Risk Factors" and "Management's Discussion and Analysis or Plan 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/A Annual Report.

PRIOR ACTIVITIES

     We were incorporated in Minnesota in February 1959 under the name "Rogers
Hardware and Lumber Company." 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 a Stock Purchase
Agreement. 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.


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     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 was 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. Prior to the February 27, 2004 transaction described below, the
note payable to Mr. Pardo was paid in full.

     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 December 16, 2003, we issued to each of Messrs.
Mangiarelli and Schmidt 500,000 shares of our Series A preferred stock.

     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
sold to Mr. Ray 21,851,503 shares of our common stock and 1,000,000 shares of
our preferred stock. Mr. Ray purchased the shares the sum of $250,000 pursuant
to a promissory note. The shares transferred to Mr. Ray contained a legend
restricting the transfer thereof as required by the Securities Act of 1933, as
amended (the "Securities Act"). The Stock Purchase Agreement had initially
contemplated that there would be a delayed closing until such time as the note
is paid in full and all other terms of the Stock Purchase Agreement were
satisfied. However, the parties agreed to eliminate the conditions to the
closing and treat the sale of the shares as completed.

     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 was due and
payable in nine monthly installments of $25,000 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. The note has been amended to provide for payment of $25,000 per month for
six months, beginning on September 20, 2005. The note continues to be secured by
a Stock Pledge Agreement between Mr. Ray, Ms. Risher and Mr. Schmidt covering
the shares.

     The Stock Purchase Agreement contains a requirement that for so long as Mr.
Ray owns the shares of our common stock purchased thereunder, he agrees to vote
his shares to not increase the number of directors to more than 11 members and
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.

     On June 25, 2004, each of Ms. Risher, Mr. Schmidt, 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 issued
under each Consulting Agreement were registered securities pursuant to a
registration statement on Form S-8 under the Securities Act filed by us with the
Securities and Exchange Commission (the "S-8 Shares"). One-third of such shares
of our common stock issued pursuant to a Consulting Agreement are restricted in
their resale under Rule 144 promulgated under the Securities Act ("Rule 144"),
but possessing piggyback registration rights. The remaining one-third are
restricted in their resale under Rule 144 and have no registration rights.
Moreover, at no time will the number of shares of our common stock issued to a
Consultant under a Consulting Agreement be in such an amount


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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 the discussion of the Stock Purchase Agreement, the references to stock
ownership on or before June 25, 2004 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 discussed below.

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 merge 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.

     We chose the State of Delaware to be our domicile because Delaware has a
modern and flexible corporate code. In particular, we believed 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 consisted 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 "Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act" described in Item 9 of this Annual
Report, for more information concerning our current officers and directors.


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     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

     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. Over the past fiscal year we
have narrowed our focus to include three core business segments:

-    Telecommunication Infrastructure Services;

-    Call Center Systems and Software Integration; and

-    General Business Support Services.

     Telecommunication Infrastructure Services. The Telecommunication
Infrastructure Service Business is composed of engineering services,
construction, installation, and maintenance services, and premise wiring
services, as follows:

-    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


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     systems established for purposes of monitoring.

-    Cell site construction including site acquisition, engineering,
     construction, build to suit, electronics installation and maintenance.

     Call Center Systems and 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.

     General Business Support 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 the end of 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.

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

-    The price paid may be calculated as a multiple of earnings before interest,
     taxes, depreciation and amortization ("EBITDA"), adjusted based on the
     company's balance sheet, existing backlog, quality of earnings, book value,
     debt level and historical customer retention.

-    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.


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

ACQUISITIONS AND RELATED TRANSACTIONS

     Innovative Corporate Strategies, Inc. 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 purchase agreement.

     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, insurance, investment banking, finance, business consulting and
sales and marketing services.

     Personnel Resources of Georgia, Inc. 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 was established in 2001, and reported gross 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.

     CCI Telecom, Inc. Effective March 4, 2005, we completed the transactions
contemplated by that certain Plan and Agreement of Triangular Merger between us,
Charys Acquisition Company, our wholly-owned subsidiary, and CCI Telecom, Inc
("CCI"), a Nevada corporation. Pursuant to the terms of the merger, our
subsidiary was merged with and into CCI. The separate existence of the
subsidiary ceased, and CCI, the surviving corporation in the merger, became our
wholly-owned subsidiary. As a result of the merger, the stockholders of CCI
received one share of Charys common stock for each 26.88 shares of CCI common
stock, subject to an election available to CCI shareholders who own less than
five percent of the CCI issued and outstanding common stock at the closing. As a
result of certain eligible CCI shareholders making the election for additional
shares in lieu of participating in the earn out, 72,699 additional shares were
issued as a result of the merger. The former CCI shareholders also received a
right to receive an earn out based on the performance of CCI over the next two
years. The maximum payout under the earn out is $5.4 million, however at April
30, 2005 we estimated the payout to be $2.7million. Shareholders not electing
the additional shares are eligible for the make whole provision, whereby under
certain circumstances former CCI shareholders would receive additional shares
should the Charys common stock not trade at a per share price of at least $4.00
during the 24 month period following the merger.

     CCI was established in 1980, and in its two most resent fiscal years ended
March 30 reported revenues of $16.7 million in the fiscal year 2004 and $20.3
million in the fiscal year 2003. Net loss was $2.8 million and $1.0 million
respectively.

     Purchase of Real Estate. Effective April 29, 2005, we and our wholly-owned
subsidiary, CCI, CCI Associates, Ltd., ("CCI Associates") a Texas limited
partnership, Novak Properties, Inc., a Texas corporation, and Michael J. Novak,
an individual, entered into an agreement whereby CCI acquired from CCI
Associates all of Lot 1, Block 1, New City Block 17865, Craighead Estates
subdivision, in the City of San Antonio, Bexar County, Texas. As consideration
for the property, CCI paid off the outstanding mortgage in the amount of
$963,298 and CCI Associates received 250,000 shares of our common stock. The
shares issued to CCI Associates are subject to a


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Make Whole provision, whereby under certain circumstances former CCI
shareholders would receive additional shares should our common stock not trade
at a per share price of at least $4.00 during the 24 month period following the
acquisition.

     Sale and Leaseback of Real Estate. Also effective April 29, 2005, CCI
entered into a contract with Gur Parsaad Properties, Ltd., a Texas limited
partnership ("Parsaad") whereby CCI sold the real property described above to
Parsaad for a total consideration of $2,200,000. Effective May 1, 2005, Parsaad,
CCI and Charys entered into a lease contract whereby Parsaad leased the property
to CCI and Charys for a 10 year term, commencing on May 1, 2005, and terminating
on April 30, 2015. See "Description of Property" in Item 2 of this Annual
Report, regarding the terms of leaseback agreement.

     Restructuring of Debt with The Frost National Bank. Effective April 26,
2005, we entered into an agreement with The Frost National Bank ("Frost Bank")
relating to the restructuring of the credit facilities and the cancellation of a
Term Note in the amount of $1,709,201 provided by Frost Bank to CCI. Pursuant to
the agreement to restructure CCI's obligation to Frost Bank, we agreed to do the
following:

-    We issued to Frost Bank 400,000 shares of our Series B preferred stock.
     Each share of the Series B preferred stock is convertible into one share of
     our common stock. The holders of shares of the Series B preferred stock do
     not have voting rights on any matters submitted to the vote of our
     stockholders. The shares of the Series B preferred stock issued to Frost
     Bank bear a legend restricting their disposition, as required by the
     Securities Act. However, we agreed to file a registration statement under
     the Securities Act to cover our common stock issuable upon the conversion
     of the Series B preferred stock.

-    All common stock warrants previously issued by CCI to Frost Bank were
     terminated.

-    Frost Bank extended the final maturity of the existing credit line for a
     period of six months from February 1, 2005. The line of credit was renewed
     for $4,550,000, but expired on July 28, 2005.

     However, on July 28, 2005, Charys through it subsidiary CCI, entered into
an asset base financing agreement to provide up to $5 million of working
capital. The initial availably for this facility was $2.6 million, used
principally to pay off Frost Bank. See Item 6, "Management's Discussion and
Analysis or Plan of Operation - Recent Developments."

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. We
received in June, 2004 a $300,000 fee from the sale of the property and in
August, 2004 a $200,000 consulting fee.

     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 Annual Report.


7
<PAGE>
     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. On November 30, 2004, the lease
     was amended to extend the payment date to 270 days.

  -  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 Annual Report.

Business

     Innovative Corporate Strategies, Inc. ICS provides 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.

-    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.

-    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's
service model is unique. While the services are outsourced for the client
company, they will be provided by a team of experienced professionals


8
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residing in the United States at offices located in major metropolitan markets.

     Personnel Resources of Georgia, Inc. PRG is a Professional Employer
Organization ("PEO"). As a PEO the company is a provider of a comprehensive,
fully integrated employee management solution to small and medium sized
businesses. PRG's solution allows it to effectively become the in-sourced
payroll/ human resource department for its clients. PRG creates value for its
clients by helping them administrative efficiencies, and access business
protection services.

-    Administrative efficiencies are obtained by clients through PRG's
     management of employee administrative matters, such as processing of
     payroll, taxes and insurance premiums and by PRG's comprehensive record
     keeping and technology.

-    Business protection is provided to clients by PRG helping to ensure
     employment-related regulatory compliance and sound risk management
     practices, encompassing up-to-date regulatory compliance and cost-
     effective risk management practices and insurance programs including
     workers compensation.

     PRG serves a diverse client base of small and medium-sized businesses in a
wide variety of industries. PRG's clients have employees located in Alabama,
Arkansas, California, Georgia, Kansas, Ohio, New Jersey, North Carolina, South
Carolina, Tennessee, Texas and Virginia. As of April 30, 2005, PRG served
approximately 72 clients, with approximately 3,200 active client employees. For
the year ended April 30, 2005, PRG's top six clients represented approximately
39 percent of its client billings, with PRG's largest client representing
approximately 13 percent of its client billings.

     In order to use the PRG's services, all clients are required to enter into
a professional services agreement, which generally provides for an initial
one-year term, subject to termination by PRG or the client at any time upon 30
days prior written notice or less. Following the initial term, the contract may
be renewed, terminated or continued on a month-to-month basis. Under the
employee leasing model, which covered a majority of all PRG's clients in fiscal
2005, PRG is the employer of record for its client's employees, and PRG operates
as a licensed professional employer organization. Clients are also offered the
option to use PRG's services without PRG becoming the employer of record for the
client's employees, in which case tax filings are made under the client's
taxpayer ID number and the client provides its own workers' compensation
insurance and health and welfare plans.

     PRG retains the ability to immediately terminate the client upon
non-payment by a client. PRG manages its credit risk through client credit
checks, client guarantees, client selection process and its right to terminate
the services agreement if necessary.

     Under the professional services agreement applicable to the employee
leasing model, employment-related liabilities are contractually that of PRG. For
instance, PRG assumes responsibility for, and manages the risks associated with,
each client's employee payroll obligations, including the liability for payment
of salaries and wages (including payroll taxes) to each client employee and, at
the client's option, responsibility for providing group health, welfare, and
retirement benefits to such individuals.

     These PRG obligations are fixed, whether or not the client makes timely
payment of the associated service fee. In this regard, it is important to
understand that, unlike payroll processing service providers, PRG issues to each
of the client employees PRG payroll checks drawn on PRG bank accounts. PRG also
reports and remits all required employment information and taxes to the Internal
Revenue Service and issues a federal Form W-2 to each client employee under
PRG's taxpayer ID number.

     Under the employee leasing model, PRG assumes the responsibility for
compliance with employment-related governmental regulations that can be
effectively managed away from the client's worksite. PRG provides workers'
compensation insurance coverage to each client employee under PRG's master
insurance policy. The client, on the other hand, contractually retains the
general day-to-day responsibility to direct, control, hire, terminate, set the
wages and salary of, and manage each of the client's employees. The client
employee services are performed for the exclusive benefit of the client's
business. The client also remains responsible for compliance with those
employment-related governmental regulations that are more closely related to the
day-to-day management of client


9
<PAGE>
employees.

     Under the employee leasing model, PRG charges its clients a professional
service fee that is designed to yield a profit and to cover the cost of certain
employment-related taxes, workers' compensation insurance coverage and human
resource services provided to the client. The component of the professional
service fee related to human resource management varies according to the size of
the client, the amount and frequency of the payroll payments and the method of
delivery of such payments.

     Under the employee leasing model, the component of the service fee related
to workers' compensation and unemployment insurance is based, in part, on the
client's historical claims experience. In addition, the client may choose to
offer certain health, welfare and retirement benefits to its client employees.
PRG invoices each client for the service fee and costs of selected benefit
plans, as well as the wages and other employment-related taxes of each client
employee. The gross billings are invoiced at the time that each periodic payroll
is delivered to the client.

     CCI Telecom, Inc. CCI is a telecommunications infrastructure service
provider with offices in San Antonio, Dallas, Houston and Lee, Massachusetts.
CCI supplies design, deployment, and maintenance services to the communications
industry, as well manages a wide range of communication infrastructure projects
from wireless and wireline networks to satellite and radar systems.

     CCI serves a diverse customer base of approximately 100 customers that
include large and small-sized companies including Alamosa PCS, AT&T Wireless,
BE&K, Bechtel Corporation, Cingular Wireless, Nextel Communications, Sprint PCS,
T-Mobile and Verizon Microwave. CCI's primary service area includes Texas, New
Mexico, and Massachusetts. For the year ended April 30, 2005, CCI's top five
customers represented approximately 66 percent of its revenue, with CCI's
largest customer represents approximately 33 percent of its revenue.

     CCI capabilities include Systems Services and Technical Services. Systems
Services provide telephone systems, wireless and broadband network solutions,
power systems, and structured cabling solutions. Our customers include business,
educational, healthcare, and governmental entities.

     Technical Services is a provider of complete turnkey installation,
engineering, design and maintenance of all types of communications systems.

     In addition, CCI is certified to install licensed and unlicensed microwave
radio equipment and is able to perform the engineering and design services as
part of a turnkey solution. CCI also employs certified tower technicians who are
experienced in performing everything from microwave antenna installation and the
turnkey construction of tower sites to providing waveguide testing and antenna
line-of-sight verification.

     CCI is also a broadband network deployment and maintenance provider,
specializing in the design and integration of fixed wireless broadband networks.
CCI provides wide range of technical services for wireless and wire-line telecom
equipment and power systems installation projects, as follows:

-    Initial site audits and surveys nationally to installing base station
     equipment

-    One point of contact for our customers.

-    Services to identify and acquire the sites best suited to meet the
     specialized needs of our customers.

-    Development and implementation services to wireless carriers and equipment
     manufacturers involved in the PCS, SMR, cellular, microwave, broadband
     wireless, fixed wireless and paging markets.

-    A broad range of services designed to assist service providers in locating
     and repairing faults in their RF structures and components.

     CCI has been qualified by the following tower owners: American Tower Corp.,
Crown Castle International,


10
<PAGE>
Sprint Sites USA, SBA and SpectraSite.  Radar tower site construction and
installation and has built and modified radar tower sites in more than 30 states
in the U.S. and in 10 international locations, including the farthest reaches of
the U.S., Latin America and the Caribbean.  In that regard, CCI has provided
site construction and installation services on both satellite ground station and
radio telescope building projects, and building and modifying telecom facilities
for wire line and wireless service providers.

     CCI is a turnkey infrastructure builder for our customers, from performing
tenant improvements in leased space for switch equipment to civil construction
and installation of regeneration huts along fiber optic cable routes. CCI has
particular expertise in constructing around active telecom equipment, where
temperature and dust variations can significantly impact network operations. DC
power system projects vary from installing a string of batteries to live cut
overs. CCI specializes in working around live equipment, routinely performing
hot cuts in the central office and switch environment.

COMPETITION

Telecommunication Infrastructure Services.  The telecommunications engineering,
construction and maintenance services industry in which we operate are highly
competitive, fragmented and includes numerous service providers.  Our
competitors fall into four broad categories:

-    Independent service companies, such as Wireless Facilities, Inc., which
     provide a full range of wireless network services, and a large number of
     other companies that provide limited wireless services;

-    Construction and project management companies, such as Bechtel Group Inc.
     and General Dynamics, for the deployment of wireless networks;

-    Tower ownership and management companies, such as Crown Castle
     International and American Tower Corporation, which provide tower
     deployment service capabilities; and

-    Information technology and consulting companies such as Bearing Point,
     Inc., Logica and others, which have developed capabilities to deliver
     network consulting services to wireless service providers.

     Although the services provided by many of these competitors are comparable
to the services we provide, there are areas where certain competitors may have
an advantage over us. For example, telecommunications equipment vendors
presumably know the relative strengths and weaknesses of their products better
than the service providers who have no product offerings; construction companies
have more hands-on capabilities with respect to the construction aspects of a
deployment project; and equipment vendors, construction companies and tower
ownership and management companies have greater financial resources that allow
them to offer financing and deferred payment arrangements. In addition, many of
our competitors have significantly greater marketing resources, larger work
forces and greater name recognition than we possess.

     We believe our ability to compete depends on a number of additional
factors, which are outside of our control, including the willingness of
competitors to finance customers' projects on favorable terms; the ability and
willingness of customers to rely on their internal staffs to perform services
themselves; and the customer's desire to bundle equipment and services.

     In our opinion, the principal competitive factors in our market include
expertise in new and evolving technologies, industry experience, ability to
deliver end-to-end services, ability to provide technology independent
solutions, ability to deliver results within budget and on time, depth of
resources, reputation and competitive pricing. In particular, we believe that
the breadth of our service offerings, the efficiencies of our processes, our
ability to integrate new technologies and equipment from multiple vendors will
make it possible for us to compete.

     Call Center Systems and Software Integration. Although we do not currently
have any operations in this industry we believe that 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,


11
<PAGE>
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.

     General Business Support Services. The human resource outsourcing industry
is highly fragmented. We will seek to compete through our ICS and PRG
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. Such companies, all much larger
than us, such as Administaff, Inc., Gevity HR, Inc., Automatic Data Processing,
inc. and Paychex, Inc. provide a combination of payroll processing and
full-service human resource solutions. We expect competition to increase, and
competitors to develop broad service capabilities that match ours and exceed
ours.

Key Personnel

     Our future financial success depends to a large degree upon the personal
efforts of our key personnel. In our formative period as a newly amalgamated
enterprise, our current officers and directors have played the major roles in
developing our business strategy. The loss of the services of any of these
persons could have an adverse effect on our business and our chances for
profitable operations.

     While we intend to employ additional management personnel in order to
minimize the critical dependency upon any one person, there can be no assurance
that we will be successful in attracting and retaining the persons needed. If we
do not succeed in retaining and motivating our current employees and attracting
new high quality employees, our business could be adversely affected.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due to a variety of factors, many of which are outside our control. Our
anticipated expense levels are based, in part, on our estimates of future
revenues and may vary from our projections. We may be unable to adjust spending
rapidly enough to compensate for any unexpected revenues shortfall. Accordingly,
any significant shortfall in revenues in relation to our planned expenditures
would materially adversely affect our business, operating results, and financial
condition.

     We cannot predict with certainty our revenues and operating results.
Further, we believe that period-to-period comparisons of our operating results
are not necessarily a meaningful indication of future performance.

SALES AND MARKETS

     All of our operating companies sell and market our services and
capabilities through a collaborative effort of their individual sales force,
senior management and in some instances through brokers or related such groups.

GOVERNMENT REGULATIONS

     Substantially all of our business activities are subject to federal, state,
and local laws and regulations. These regulations are administered by various
federal, state and local health and safely and environmental agencies and
authorities, including the Occupational Safety and Health Administration. The
expenditures relating to such regulations are made in the normal course of
business and are neither material nor place us at any disadvantage.


12
<PAGE>
     Although CCI is not directly subject to any FFC or similar government
regulations, the wireless construction and related services are subject to
various FCC regulations in the United States. These regulations require that
these wireless networks meet certain radio frequency emissions standards, and
not cause interference to other services. These wireless networks are also
subject to government regulations and requirements of local standards.

EMPLOYEES

     As of April 30, 2005 we employed approximately 156 full-time employees.
None of these employees are covered under a collective bargaining agreement. As
we grow, we will need to attract an unknown number of additional qualified
employees. Although we have experienced no work stoppages and believe our
relationships with our employees are good, we could be unsuccessful in
attracting and retaining the persons needed. None of our employees are currently
represented by a labor union. We do not expect that we will have any difficulty
in locating additional employees to support our growth.

RISK FACTORS

RISKS RELATING TO OUR BUSINESS

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

     As of the date of this Annual Report, our efforts have been devoted
primarily to the following:

-    Organizational activities;

-    Developing a business plan for our business;

-    Making acquisitions; and

-    Obtaining funding.

     We continue to operate in a 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
continue to operate profitably, you could lose your entire investment.

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 successfully a growth by
acquisition strategy, we must identify suitable candidates for these
transactions, complete them, and manage post-closing issues such as the
integration into our corporate structure. Integration issues are complex, time
consuming and expensive and, without 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.

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


13
<PAGE>
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 programs.

SOME OF OUR ENTITIES HAVE A HISTORY OF LOSSES AND A LARGE ACCUMULATED DEFICIT
AND WE EXPECT FUTURE LOSSES THAT MAY CAUSE OUR STOCK PRICE TO DECLINE.

     In our combined form, for the fiscal years ended April 30, 2004, and 2003,
we incurred net losses of $2,419,918 and $294,178, respectively. We may continue
to incur losses as we spend additional capital to develop and market our
services and establish our infrastructure and organization to support
anticipated operations. We cannot be certain whether we will ever earn a
significant amount of revenues or profit, or, if we do, that we will be able to
continue earning such revenues or profit. Any of these factors could cause our
stock price to decline and result in you losing a portion or all of your
investment.

IMPORTANCE OF REDUCING OPERATING COSTS.

     If we do not reduce our operating expenses, we will not be able to compete
effectively in the industries we currently operate. Our strategy involves, in
some degree, increasing revenues while at the same time reducing operating
expenses. In this regard, we have engaged in ongoing programs to improve
efficiency and reduce cost. We cannot be assured that our efforts will result in
increased profitability, cost savings or other benefits that we expect.
Moreover, these efforts may adversely affect our ability to operate and may
result in other disruptions that affect our ability to service our customers.

DEPENDENCY ON KEY CUSTOMERS.

     CCI's top five customers account for 66 percent of it annual revenues, and
its largest customer accounts for 33 percent of annual revenue. PRG's top six
clients represented approximately 39 percent of its client billings, with its
largest client representing approximately 13 percent of its client billings. If
any of CCI's and/or PRG's major customers were to significantly reduce their
business with us, our results of operations would be adversely affected. While
revenues from major customers may vary from period to period, a major customer
that permanently discontinues or significantly reduces its relationship with us
could be difficult to replace. It may be difficult for us to attract new major
customers.

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.


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<PAGE>
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 is necessary. 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.

WE MAY NOT BE ABLE TO DEVELOP A MARKET FOR OUR SERVICES WHICH WILL MOST LIKELY
CAUSE OUR STOCK PRICE TO DECLINE.

     The demand and price for our services and related products will be based
upon the existence of markets for our services and products and the markets for
products of others. The extent to which we may gain a share of our intended
markets will depend, in part, upon the cost effectiveness and performance of our
services and products when compared to alternative services, which may be
conventional or heretofore unknown. If the services or products of other
companies provide more cost-effective alternatives or otherwise outperform our
services or products, the demand for our services or products maybe adversely
affected. Our success will be dependent upon market acceptance of our services
and related products. Failure of our services to achieve and maintain meaningful
levels of market acceptance would materially and adversely affect our business,
financial condition, results of operations and market penetration. This would
likely cause our stock price to decline.

INTENSE COMPETITION IN THE ENGINEERING AND CONSTRUCTION INDUSTRY COULD REDUCE
OUR MARKET SHARE AND PROFITS.

     We serve markets that are highly competitive and in which a large number of
local and regional companies compete. In particular, the engineering and
construction markets are highly competitive and require substantial resources
and capital investment in equipment, technology, and skilled personnel.
Competition also places downward pressure on our contract prices and profit
margins. Intense competition is expected to continue in these markets,
presenting us with significant challenges to our ability to achieve strong
growth rates and acceptable profit margins. If we are unable to meet these
competitive challenges, we could lose market share to our competitors and
experience an overall reduction in our profits.

OUR PROJECTS EXPOSE US TO POTENTIAL PROFESSIONAL LIABILITY, PRODUCT LIABILITY,
OR WARRANTY OR OTHER CLAIMS.

     We engineer and construct towers in which system failure could be
disastrous. Notwithstanding the fact that we generally will not accept liability
for consequential damages in our contracts, any catastrophic occurrence in
excess of insurance limits at projects where we have constructed towers could
result in significant professional liability, product liability or warranty or
other claims against us. Such liabilities could potentially exceed our current
insurance coverage and the fees we derive from those products and services. A
partially or completely uninsured claim, if successful and of a significant
magnitude, could potentially result in substantial losses.

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 combined 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


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<PAGE>
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 fiscal 2004 and 2005, and through the
date of this Annual Report, our common stock was sold and purchased at prices
that ranged from a high of $2.50 to a low of $0.10 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.

     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.

     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


16
<PAGE>
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 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


17
<PAGE>
stock held in the account and information on the limited market in penny stocks.

THE ISSUANCE OF SHARES UPON THE CONVERSION OF OUTSTANDING PREFERRED STOCK MAY
CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO OUR EXISTING STOCKHOLDERS.

     The issuance of shares upon the conversion of preferred stock may result in
substantial dilution to the interests of other stockholders since the selling
stockholders may ultimately convert and sell the full amount issuable on
conversion. There is no upper limit on the number of shares that may be issued
which will have the effect of further diluting the proportionate equity interest
and voting power of holders of our common stock, including investors in this
offering.

ITEM  2.     DESCRIPTION OF PROPERTY.

     Charys subleases 3,318 square feet of office space at 1117 Perimeter Center
West, Suite N415, Atlanta, Georgia, 30338. The sublease provides for monthly
rental payments of $4,701 and will increase three percent per annum over the
term of the lease. The sublease is scheduled to expire on March 31, 2009.

     PRG leases 3,400 square feet of office space at 880 S. Pleasantburg Drive,
Suite C, Greenville, South Carolina. The monthly rental payment is $1,300. There
is no current lease agreement for this property.

     CCI leases a property located at 19240 Red Land Road, San Antonio, Texas
78259. The property includes 12,180 square feet of office space and 14,241
square feet of warehouse space. The lease is for a 10 year term, commencing on
May 1, 2005, and terminates on April 30, 2015. The lease provides for monthly
rental payments of $18,333, plus a $1,000 monthly management fee. The lease also
required a security deposit in the amount of $109,998. CCI has an option to
purchase the property at the end of the 10-year period. See "Description of
Business - Acquisitions and Related Transactions" in Item 1 of this Annual
Report.

     CCI also leases the following satellite office space:

-    4,000 square feet of office space at 2450 N IH 35E, Carrollton, Texas
     75006. The lease provides for monthly rental payments of $3,750 per month
     and will increase to $3,900 per month on January 1, 2006. The lease is
     scheduled to expire on December 31, 2006.

-    5,000 square feet of office space at 10925 Kinghurst, Suite 516, Houston,
     Texas 77099. The lease provides for monthly rental payments of $2,750 per
     month and will increase to $2,800 per month on July 1, 2005. The lease is
     scheduled to expire on June 30, 2006.

-    5,094 square feet of office space at 480 Pleasant Street, Suite A102, Lee,
     Massachusetts 01262. The lease provides for fixed monthly rental payments
     of $2,820 per month over the term of the lease. The lease is scheduled to
     expire on August 3, 2007.

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.

ITEM 3.     LEGAL PROCEEDINGS.

     On April 29, 2004 Marvel Enterprises Inc. and Marvel Characters Inc. filed
suit in the United States. District Court for the Middle District of Florida,
Fort Myers Division. An Amended Complaint was filed on September 28, 2004 which
alleges Infringement of a Registered Trademark, False Designation of Origin,
Federal Trademark Dilution, Injury to Business Reputation and Dilution under
Florida Statutes, Section 495.151; Unfair Competition and Practices under the
Florida Deceptive and Unfair Trade Practices Act and Common Law Unfair
Competition. Facts alleged by the plaintiffs common to all of the plaintiffs'
claims are that the plaintiffs are the owners of various trademarks and other
property rights to the "Spider Man" character and that Charys and Mark N. Pardo,
a former director and officer and controlling stockholder, infringed the
plaintiffs' rights by registration of the domain name "spiderboy.com" and other
activities. The plaintiffs seek as relief that the defendants be barred from use
of the "Spiderboy" mark, an accounting of all profits on account thereof,
damages by reason of the defendants'


18
<PAGE>
wrongful acts, damages in the amount of three times the defendants' profits or
any damages sustained by the plaintiffs, plus attorney fees.

     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."

     We filed an answer to the Amended Complaint denying all material
allegations. No trial date has been set and the 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."

     On November 4, 2004 Joe F. Carter, Carol F. Carter and Ruby Belle, LLC
filed suit against Flagship Holdings, Inc., Realm Nation Insurance Company,
Inc., and Charys in the General Court of Justice, Superior Court Division of the
State of North Carolina. The suit alleges breach of contract, civil conspiracy
to defraud and unfair or deceptive trade practices. Facts alleged by the
plaintiffs common to all of the plaintiffs' claims are as follows:

-    The sellers and Charys entered into a Commercial Real Estate Purchase and
     Sale Agreement by which Charys obtained from the sellers the right to
     acquire certain commercial real property in North Carolina for $2.4 million
     payable 50 percent in cash and 50 percent in the form of a promissory note;

-    The note contains a provision providing that if Charys transferred the
     property before the note was paid, the sellers shall be entitled to a right
     of first refusal or 50 percent of the profit from the sale;

-    The contract contained provisions obligating Charys to make certain other
     payments to the sellers; and

-    Charys subsequently transferred its right under the contract to Flagship
     which while the note remained unpaid which then sold the property to Realm
     for $3.4 million.

     As relief, the plaintiffs seek damages against Charys arising from the
claim for breach of contract in an amount not less than $500,000 plus interest;
damages arising from the claim for civil conspiracy to defraud in an amount not
less than $10,000 plus unspecified punitive damages; and damages for unfair or
deceptive trade practices in the principal amount of $500,000, plus treble
damages. We filed an answer to the complaint denying all material allegations.
No trial date has been set and the ultimate resolution cannot be determined at
this time.

     On April 18, 2005, as a result of the March 4, 2005 merger with CCI, three
former shareholders of CCI notified CCI of their intentions to pursue their
rights as provide for in Sections 92A.300 to 92A.500 of the Nevada Revised
Statutes demanding cash payment for their shares. The aggregate demand for cash
payment by the three former shareholders is less than $250,000. We believe the
former shareholders claims are without merit and we intend to defend against
this claim. To that end we have instituted an action on August 15, 2005 in Reno,
Nevada, seeking to limit their claim to the fair market value of the CCI common
stock held by them immediately before the merger.

     In July 2005 we notified our president, Ben Holcomb, of termination of his
employment agreement. Shortly thereafter, Mr. Holcomb notified us of his intent
to file a civil action against us for monetary damages he claims he is entitled
to as a result of the termination of his contract. As of the date of this Annual
Report, no such action has been filed.

     In July 2005 we notified our vice president for business development, Ed
Acosta, of termination of his employment agreement. Shortly thereafter Mr.
Acosta notified us of his intent to file a civil action against us for monetary
damages he claims he is entitled to as a result of the termination of his
contract. As of the date of this Annual Report, no such action has been filed.

     We are not engaged in any other litigation, and we are unaware of any other
claims or complaints that could result in future litigation. We will seek to
minimize disputes with our customers but recognize the inevitability of legal
action in today's business environment as an unfortunate price of conducting
business.


19
<PAGE>
ITEM  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

-

-    None.

                                     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."  The following table sets forth, for the fiscal quarters
indicated, the high and low bid prices.  These quotations reflect the closing
inter-dealer prices, without mark-up, mark-down or commission, and may not
represent actual transactions.

<TABLE>
<CAPTION>
                                           HIGH    LOW
<S>                                        <C>    <C>
                          FISCAL 2004
                         QUARTER ENDED:
                         July 31, 2003
                        October 31, 2003   $2.50  $0.50
                        January 31, 2004   $0.70  $0.20
                         April 30, 2004    $1.50  $0.30

                          FISCAL 2005
                         QUARTER ENDED:
                         July 31, 2004     $1.40  $0.60
                        October 31, 2004   $1.50  $0.31
                        January 31, 2005   $1.75  $0.59
                         April 30, 2005    $0.80  $0.13
</TABLE>

     We currently have 7,968,649 shares of our common stock outstanding. Our
shares of common stock are held by approximately 425 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 securities brokers, dealers, and registered clearing
agencies.


20
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

     On June 25, 2004, each of Ms. Risher, Mr. Schmidt, 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 issued
under each Consulting Agreement were securities registered under the Securities
Act. One-third of such shares of our common stock issued pursuant to a
Consulting Agreement are restricted in their resale under Rule 144 promulgated
under the Securities Act ("Rule 144"), but possessing piggyback registration
rights. The remaining one-third are restricted in their resale under Rule 144
and have no registration rights. Moreover, at no time will the number of shares
of our common stock 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


     Effective April 25, 2005, we issued to Frost Bank 400,000 shares of our
Series B Preferred Stock. Each share of our Series B Preferred Stock is
convertible into one share of our common stock. The holders of shares of our
Series B Preferred Stock do not have voting rights on any matters submitted to
the vote of our stockholders. The shares of the Series B Preferred Stock issued
to Frost Bank bear a legend restricting their disposition, as required by the
Securities Act of 1933, as amended (the "Act").

     We agreed to file a Registration Statement under the Act to cover the
common stock issuable upon the conversion of the Series B Preferred Stock

     Effective April 29, 2005, we issued 250,000 shares of our common stock to
CCI Associates, Ltd., a Texas limited partnership ("Associates"), pursuant to
that certain Agreement and Contract for Sale between CCI Telecom, Inc., a Nevada
corporation and a wholly-owned subsidiary of the Registrant and Associates. All
of the common shares issued to Associates bear a legend restricting their
disposition, as required by the Act.

     On June 6, 2005 the Company sold to Janet Risher 240,000 of the Companies
common stock at an aggregate sale price of $50,000.

     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.

     Effective July 28, 2005, we issued to Frost Bank 500,000 shares of our
Series C Preferred Stock. Each share of our Series C Preferred Stock is
convertible into one share of our common stock. The holders of shares of the
Series C Preferred Stock do not have voting rights on any matters submitted to
the vote of the common stockholders. The shares of the Series C Preferred Stock
issued Frost Bank bear a legend restricting their disposition, as required by
the Act. We agreed to file a Registration Statement under the Act to cover the
common stock issuable upon the conversion of the Series C Preferred stock.

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.

     The following table provides information about purchases by us and our
affiliated purchasers during the quarter ended December 31, 2004 of equity
securities that are registered by us pursuant to Section 12 of the Exchange Act:

<TABLE>
<CAPTION>
                 SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                      (a)              (b)             (c)               (d)
---------------  --------------  ---------------  --------------  -----------------
                                                                       Maximum
                                                   Total number      number (or
                                                  of shares (or      approximate
                                                      units)      dollar value) of
                                                   purchased as      shares (or
                                                     part of       units) that may
                  Total number                       publicly          yet be
                 of shares (or    Average price     announced         purchased
                     units)         paid per         plans or      under the plans
Period             purchased     share (or unit)     programs        or programs
---------------  --------------  ---------------  --------------  -----------------
<S>              <C>             <C>              <C>             <C>
October 2004                -0-              -0-             -0-                -0-
November 2004               -0-              -0-             -0-                -0-
December 2004               -0-              -0-             -0-                -0-
                 --------------  ---------------  --------------  -----------------
Total                       -0-              -0-             -0-                -0-
                 ==============  ===============  ==============  =================
</TABLE>


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

     Statements included in this Management's Discussion and Analysis and 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
companies similar to Charys, 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


21
<PAGE>
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

     Charys Holding Company, Inc. operates as a holding company, with operating
subsidiaries currently in the following business segments:

-    Telecommunication Infrastructure Service; and

-    General Business Support Services.

     Our business is more fully described in "Description of Business -
Business" in Item 1 of this Annual Report.

     Plan of Operations. Our proposed plan of operations for the next 12 months
is to further develop our business plan in order to achieve continued
profitability, and improve the availability of working capital. We have
identified the following steps in order to accomplish the plan:

-    First, we must increasing revenues at all operating subsidiaries, while at
     the same time maintaining or improving gross margins in the process.

-    Second, we must control and in some cases reduce general and administrative
     expenses while growing our business.

-    Third, we must find additional sources of working capital, through both
     debt and equity transactions, to fund our day to day operations as well as
     acquisitions.

-    Fourth, we must acquire companies that fit our Business Strategy and
     Acquisition Model, which is more fully described in Item 1 of this Annual
     Report.

     Need for Additional Employees. If our operations continue to grow as
     expected:

-    We need to continue to develop our management team;

-    At certain points in our development we will need to hire additional
     employees at various levels of responsibility; and

-    Acquire companies with capable management in place and willing to become
     part of the Charys team.

     Otherwise, we do not expect any significant change in the number of our
employees.

     Profitability. Profitability is directly dependent upon our ability to
manage the companies we acquire, and acquire companies consistent with our
Business Strategy and Acquisition Model, which is described in "Description of
Business - Acquisition Model" in Item 1 of this Annual Report.

RESULTS OF OPERATIONS

     Comparison of consolidated results of operations for the years ended April
30, 2005 with April 30, 2004.


22
<PAGE>
<TABLE>
<CAPTION>
                               2005                     2004             $ Change     % Change
                     -----------------------  -------------------------  ----------  -----------
<S>                  <C>         <C>          <C>           <C>          <C>         <C>
Revenues             $7,482,699       100.0%  $ 4,704,328        100.0%  $2,778,378        59.1%

Gross profit          1,876,102        25.1     1,477,630         31.4      398,472        27.0

Operating expenses    3,960,101        52.9     3,932,602         83.6       27,499         0.7

Other income          2,190,401        29.3        35,054          0.7    2,155,347      6148.6

Net earnings (loss)     106,402         1.4    (2,419,918)         N/M    2,526,320         N/M %

Net earnings (loss)
per share                  0.02                     (0.53)                     0.55         N/M %
</TABLE>

     Revenues.  Consolidated revenues increased by $2,778,378 or 59.1 percent to
$7,482,699 in fiscal 2005, due mainly to the acquisition of CCI in March, 2005.
The following table presents our revenues by segment of the years ended April
30, 2005 and 2004.

<TABLE>
<CAPTION>
                             2005                       2004             $ Change     % Change
                   -----------------------  --------------------------  -----------  -----------
<S>                <C>         <C>          <C>            <C>          <C>          <C>
Telecommunication
Infrastructure
Service            $2,693,273        36.0%  $           0         -  %  $2,693,273          N/M%

General Business
Support Services    4,289,426        57.3       4,704,328       100.0     (414,902)        (8.8)

Other                 500,000         6.7               0           -      500,000          N/M
                   -----------------------  --------------------------  -----------

Total              $7,482,699       100.0%  $   4,704,328       100.0%  $2,778,371         59.1%
                   -----------------------  --------------------------  -----------
</TABLE>

     Telecommunication Infrastructure Services revenues for the two month period
ended April 30, 2005 for CCI.  CCI was acquired on March 4, 2005.

     General Business Support Services decreased by $414,902 or 8.8 percent, to
$4,289,426.  Over all gross client billings for fiscal 2005 declined 12.4
percent when compared to fiscal 2004.  This decline was due mainly to a net loss
in clients during the period.  Two clients accounted for 56.0 percent of the
decline.  However, existing client billings increased 12.3 percent during fiscal
2005 due mainly to the increase in the number of client employees and to a
lesser extent to better pricing by PRG.

     Other revenues include fees paid to Charys in June, 2004 of $300,000
related to the sale of the property and in August, 2004 a $200,000 consulting
fee.  For additional details see the "Description of Business - Other
Transactions" section in Item 1 of this Annual Report.

     Gross Profit.  Consolidated gross profit increased by $398,472 or 27.01
percent to $1,876,102 in fiscal 2005 due to the acquisition of CCI on March 4,
2005 and the fee income received by Charys, which was offset by a decline in
gross profit in the General Business Support Services.  The General Business
Support Services in fiscal 2005 experienced a net loss in clients during the
period directly impacting gross profits.

     Operating Expenses.  Consolidated operating expenses increased by $27,499
or 0.7 percent to $3,960,101 in fiscal 2005.  The following table presents our
operating expenses for the years ended April 30, 2005 and 2004.

<TABLE>
<CAPTION>
                               2005                    2004            $ Change      % Change
                   -----------------------  -----------------------  ------------  -----------
<S>                <C>         <C>          <C>         <C>          <C>           <C>
General and
Administrative     $3,113,627        78.6%  $2,101,933        53.4%  $ 1,011,694         48.1%


23
<PAGE>
Non-cash expenses
for services          698,057        17.6    1,766,665        44.9    (1,068,608)       (60.5)

Depreciation and
amortization          148,417         3.7       64,004         1.7        84,413        131.9
                   -----------------------  -----------------------  ------------

Total              $3,960,101       100.0%  $3,932,602       100.0%  $    27,499          0.7%
                   -----------------------  -----------------------  ------------
</TABLE>

     General and administrative expenses increased by $1,011,694 or 48.1 percent
to $3,113,627 in fiscal 2005.  The increase in expenses is a result of the
following:

-    Increased expenses at the holding company level as a result of the increase
     in corporate activities during 2005 as compared to the general inactivity
     of the company in 2004.

-    Increased expenses as a result of the CCI acquisition on March 4, 2005, and
     covers the two month period through April 30, 2005.

-    A net decrease in expenses in General Business Support Services as a result
     certain cost reduction initiatives and reduced direct expenses impacted by
     lower revenues.

     Non-cash expenses for services decreased by $1,068,608 or 60.5 percent to
$698,057 in fiscal 2005.  The Company from time to time has issued stock to
non-employee as compensation for services, and also has issue stock to certain
consultants as is provided for in the Consulting Agreements, more fully in the
"Description of Business - Change of Control" section in Item 1 of this Annual
Report.

     Depreciation and amortization increased by $84,413 or 131.9 percent to
$148,417 in fiscal 2005.  The increased expenses as a result of the CCI
acquisition on March 4, 2005, and covers the two month period through April 30,
2005.

     Other Income.  Consolidated other income increased by $2,155,347 or 6,148.7
percent to $2,190,401 in fiscal 2005.  The following table presents our other
income for the years ended April 30, 2005 and 2004:

<TABLE>
<CAPTION>
                          2005                  2004          $ Change     % Change
                   -------------------  -------------------  -----------  ----------
<S>                <C>          <C>     <C>        <C>       <C>          <C>
Gain on debt
retirement         $1,450,985    78.6%  $      0         -%  $1,450.985        N/M%

Gain on sale of
real estate           870,247    17.6          0         -      870,247        N/M

Interest expense     (166,259)   17.6    (18,102)     44.9     (148,157)    (818.5)

Other income, net      35,428     3.7     53,156       1.7      (17,728)      33.4
                   -------------------  -------------------  -----------

Total              $2,190,401   100.0%  $ 35,054     100.0%  $2,155,347   6,148.67%
                   -------------------  -------------------  -----------
</TABLE>

     Gain on debt retirement in the amount of $1,450,985 in fiscal 2005 was a
result of a transaction on April 26, 2005 whereby we entered into an agreement
with Frost Bank relating to the restructuring of the credit facilities and the
cancellation of a term note in the amount of $1,709,201 provided by Frost Bank
to CCI.  Pursuant to the agreement to restructure CCI's obligation to Frost
Bank, we issued to Frost Bank 400,000 shares of our Series B preferred stock.
All common stock warrants previously issued by CCI to Frost Bank were
terminated.  Also, Frost Bank extended the final maturity of the existing credit
line for a period of six months from February 1, 2005.  The transaction is
described more fully in the "Description of Business - Acquisitions and Related
Transactions" (Restructuring of Debt with The Frost National Bank) in Item 1 of
this Annual Report.

     Gain on sale of real estate in the amount of $870,247 in fiscal 2005 was a
result of transactions on April 29,


24
<PAGE>
2005 whereby CCI acquired a property for the sole purpose of selling the
property on that date. The transactions are described in the "Management's
Discussion and Analysis - Acquisitions and Related Transactions" (Purchase of
Real Estate and Sale and Leaseback of Real Estate) in Item 1 of this Annual
Report.

     Interest expense increased by $148,157 or 818.5 percent to $166,259 in
fiscal 2005.  The increased expenses as a result of the CCI acquisition on March
4, 2005, and covers the two month period through April 30, 2005.

     Net Income.  As a result of the factors described above, net income for
fiscal 2005 was $106,402 as compared to a net loss of $2,419,918 in fiscal 2004.
Net earrings per common share on 5.3 million basic shares was $0.02 and on 5.9
million diluted shares was $0.02, as compared to in fiscal 2004 net loss per
common share on 4.2 million basic and diluted shares was $0.53.  See
"Management's Discussion and Analysis - Other Information" in Item 6 of this
Annual Report for a reconciliation of EBITDA to Net Income.

LIQUIDITY AND CAPITAL RESOURCES

     The independent auditors' report on our April 30, 2005 financial statements
included in this Annual Report states that our recurring losses raise
substantial doubt about our ability to continue as a going concern.  Our
revenues are currently insufficient to cover our operating costs and expenses.
To the extent our revenue shortfall exceeds our expectations more rapidly than
anticipated, we will be required to raise additional capital from outside
investors and/or bank or mezzanine lenders. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. There is no assurance that we will be successful in raising the
funds required.  In the meantime, we may issue shares of our common stock from
time to time in the future to acquire certain services, satisfy indebtedness
and/or make acquisitions.  Equity financing could result in additional dilution
to our existing stockholders.

     We anticipate that our current financing strategy of private debt and
equity offerings will meet our 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.

     At April 30, 2005, our liquid working capital (cash, accounts receivable,
costs in excess of billings, less current liabilities) was a deficiency of
$4,717,622 as compared to a deficiency of $2,246,712 at April 30, 2004.  The
increased working capital deficiency of $2,470,910 is a result of the following:

-    The acquisition of PRG and CCI, both of which have working capital
     deficiency at the date of acquisition.

-    Continued operating losses at PRG and ICS during fiscal 2005.

-    Partly off setting the decline in working capital are gains from debt
     restructuring, gain on sale of real estate, and fee earned at the holding
     company level.

     During fiscal 2005, we increased our total debt outstanding to $5,421,215
from $406,601 at April 30, 2004.  The increase in debt is a result of the
following:

-    Advances from certain individuals including officers of $390,546.

-    Debt assumed in the PRG acquisition of $180,811.

-    Note issued as consideration for the purchase of PRG plus accrued interest
     of $260,938.

-    Debt assumed resulting from the CCI acquisition of $4,588,920, including
     $4,550,000 due Frost Bank. See "Description of Business - Recent
     Developments" (Retirement of Line of Credit with The Frost National Bank)
     in Item 6 of this Annual Report, which more fully describes the July 29,
     2005 transaction with Frost Bank.

     Net Cash Used by Operating Actives. Net cash used by operating actives was
$162,081 in fiscal 2005 as


25
<PAGE>
compared to $164,025 in fiscal 2004.

     Significant items impacting net cash used in operating were the issuance of
stock for services of $698,058 and the net change in working capital asset of
$1,191,688 resulting from the acquisition of CCI. The uses of cash were partly
off set by income from debt retirement of $1,450,985 related to the Frost Bank
debt restructuring and the gain on sale of real estate of $869,795.

     Net Cash Provided by Investing Activities. Net cash provided by investing
actives was $837,383 in fiscal 2005 as compared to net cash used of $41,378 in
fiscal 2004. Significant items impacting net cash provided by investing were the
proceeds from the sale of real estate of $1,057,636, which was partly off set by
the increase in non current assets of $212,923.

     Net cash Provided by Financing Activities. Net cash provided by financing
actives was $410,762 in fiscal 2005 as compared to net cash used of $41,277 in
fiscal 2004.

     The significant item impacting net cash provided by financing was net
proceeds from short term borrowing of $440,129 principally in the form of
advances from individuals.

CHANGE FROM DEVELOPMENT STAGE COMPANY STATUS

     Prior to the first quarter of fiscal year 2005, Charys and its predecessor
were non-operational and engaged principally in reorganizing its corporate
structure, developing its business model, seeking strategic acquisitions,
developing a non-operational subsidiary, and effecting various agreements as
described in its 2004 Annual Report on Form 10-KSB with the intent to generate
future operating revenues. Accordingly, financial statements for all periods
prior to May 1, 2004 had been presented as a development stage company, as
prescribed by Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises." In the first
quarter of fiscal year 2005, we commenced operations and exited the development
stage by acquiring PRG, an operational subsidiary with significant business
activity.

REVENUE RECOGNITION

     CCI Telecom, Inc. We generally charge for our services on a time and
materials or fixed price basis. The majority of our revenues are from
fixed-price contracts. We recognize revenues on fixed-price contracts using the
percentage-of-completion method. With the percentage-of-completion method,
expenses on each project are recognized as incurred, and revenues are recognized
based on the ratio of the current costs incurred for the project to the then
estimated total costs of the project. Accordingly, revenues recognized in a
given period depend on, among other things, the costs incurred on each
individual project and our then current estimate of the total costs at
completion for individual projects. Considerable judgment on the part of our
management may be required in determining estimates to complete a project
including the scope of the work to be completed. If in any period we
significantly increase the estimate of the total costs to complete a project, we
may recognize very little or no additional revenues with respect to that
project. If total contract cost estimates increase, gross profit for any single
project may be significantly reduced or eliminated. If the total contract cost
estimates indicate that there is a loss, the loss is recognized in the period
the determination is made. At April 30, 2005, we had $2,990,989 of unbilled cost
and profits in excess of billings.

     Personnel Resources of Georgia, Inc. and Innovative Corporate Strategies,
Inc. The gross billings that we charge our clients under our professional
services agreement include each client employee's gross wages, employment taxes,
a professional service fee and, to the extent elected by the clients, health and
welfare benefit plan costs. Our professional service fee, which is primarily
computed on a per employee basis, is intended to yield a profit to us and to
cover the cost of human resource outsourcing services provided by us to the
client, certain employment-related taxes and workers' compensation insurance
coverage. The component of the professional service fee related to human
resource outsourcing services varies according to the size and location of the
client. The component of the service fee related to workers' compensation and
unemployment insurance is based, in part, on the client's historical claims
experience. All of our charges are invoiced along with each periodic payroll
delivered to the client. We account for our revenues using the accrual method of
accounting. Under the accrual method of accounting, we recognize our revenues in
the period in which the client employee performs work. We


26
<PAGE>
accrue revenues and unbilled receivables for service fees relating to work
performed by client employees but unpaid at the end of each period.  In
addition, the related costs of services are accrued as a liability for the same
period.  Subsequent to the end of each period, such costs are paid and the
related service fees are billed.

     PRG reports revenues from service fees in accordance with Emerging Issues
Task Force ("EITF") No. 99-19, Reporting Revenue Gross as a Principal versus Net
as an Agent. PRG reports as revenues, on a gross basis, the total amount billed
to clients for professional service fees, health and retirement plan fees,
workers' compensation and unemployment insurance fees. PRG reports revenues on a
gross basis for these fees because PRG is the primary obligor and deemed to be
the principal in these transactions under EITF No. 99-19. PRG reports revenues
on a net basis for the amount billed to clients for employee salaries, wages and
payroll-related taxes less amounts paid to client employees and taxing
authorities for these salaries, wages and taxes.

INTANGIBLE ASSET VALUATION

     Goodwill represents the excess of acquisition cost over the assigned fair
value of the assets acquired, less liabilities assumed. SFAS No. 142, "Goodwill
and Other Intangible Assets", addresses financial accounting and reporting for
acquired goodwill and other intangible assets. For purposes of goodwill
impairment measurement, the Company is required to compare the fair value of the
reporting unit with its carrying amount (net equity), including goodwill. If the
fair value of the reporting unit exceeds its carrying amount, goodwill of the
reporting unit is considered not impaired. Recorded goodwill as of April 30,
2005 is entirely attributed to the acquisition of CCI in March 2005. Charys has
determined that no impairment to goodwill is indicated as of April 30, 2005, and
thus did not record an impairment charge for the year ended April 30, 2005.
However, Charys is exposed to the possibility that changes in market conditions
could result in significant impairment charges in the future.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

     The preparation of our consolidated financial statements requires our
management to make estimates and assumptions that affect the reported amount of
assets, liabilities, contingent assets and liabilities and the reported amounts
of revenues and expenses during the reported period. Specifically, our
management must make estimates of the probability of collection of accounts
receivable. Management specifically analyzes accounts receivable balances,
customer concentrations, customer credit-worthiness, current economic trends and
changes in customer payment terms when evaluating the adequacy of the valuation
allowance for doubtful accounts.

ACCOUNTING FOR INCOME TAXES

     As part of the process of preparing our consolidated financial statements
an estimate for income taxes is required for each of the jurisdictions in which
we operate. This process requires estimating the actual current tax expense
together with assessing temporary differences resulting from differing treatment
of items, such as deferred revenues, for tax accounting purposes. These
differences result in deferred tax assets and liabilities, which are included in
the consolidated balance sheet. We must then assess the likelihood that the
deferred tax assets will be recovered from future taxable income and to the
extent we believe that recovery is not likely, we must establish a valuation
allowance. The valuation allowance is based on our estimates of taxable income
by jurisdiction in which we operate and the period over which the deferred tax
assets will be recoverable. In the event the actual results differ from these
estimates, we may need to increase or decrease the valuation allowance, which
could have a material impact on the financial position and results of
operations.

     Considerable management judgment may be required in determining our
provision for income taxes, the deferred tax assets and liabilities and any
valuation allowance recorded against the net deferred tax assets.

ACCOUNTING FOR ACQUISITIONS

     Charys acquired all outstanding shares of PRG from Billy V. Ray, Jr., our
controlling stockholder and chief executive officers. Due to the common control
and absence of non-controlling minority interests in PRG, the transaction was
characterized as a transfer of assets, or potentially an exchange of shares, in
accordance with SFAS No. 141 "Business Combinations," and not as a purchase.
Under SFAS No. 141, a transfer of net assets or exchange of shares between
entities under common control is accounted for by the receiving entity Charys
recognizing the


27
<PAGE>
assets and liabilities transferred at their carrying amounts in the accounts of
the transferring entity PRG, and not at fair value in the case where the
purchase method of accounting applies. As required by SFAS No.141, the
accompanying financial statements are presented as if the transfer had occurred
at the beginning of all periods.

STOCK-BASED COMPENSATION

     Charys has adopted Statement of Financial Accounting Standard No. 123
("SFAS No. 123"), Accounting for Stock Based Compensation, and SFAS No. 148, as
amended, and elected to use the intrinsic value method in accounting for its
stock option plan. Accordingly, no compensation cost has been recognized in the
consolidated financial statements for this plan.

RECENT DEVELOPMENTS

     Developments since April 30, 2005 are as follows:

     Chief Operating Officer Departs. Effective July 22, 2005 Benjamin F.
Holcomb employed as the president and chief operating officer of Charys was
terminated. As of the date of this Annual Report, Charys has not yet appointed a
new president and/or chief operating officer.

     Established line of Credit with CAPCO Financial Company. On July 28, 2005
Charys through it subsidiary CCI entered into an asset base financing agreement
to provide up to $5 million of working capital. The finance agreement provides
for CAPCO to advance funds based on eligible accounts receivables at a rate of
85 percent. For purposes of this agreement eligible receivables are all invoices
that are 90 days or less from invoice date. The initial term of this agreement
is 12 months and has an interest rate of prime plus six percent. CAPCO also
received a seven year warrant to purchase up to 862,069 shares of our common
stock at $0.29 per share.

     The initial availably for this facility was $2.6 million, used principally
to pay off Frost Bank (as described below) and general working capital purposes.

     Retirement of Line of Credit with The Frost National Bank. On July 29,
2005, pursuant to the April 28, 2005 agreement with The Frost Bank we did the
following:

-    We delivered to Frost Bank a cash payment of $2,500,000.

-    We executed a promissory note in favor of Frost Bank in the amount of
     $300,000 paying interest at 12 percent per annum, maturing 13 months after
     being issued.

-    We also executed a promissory note in favor of Frost Bank in the amount of
     $100,000 paying interest at 12 percent per annum, maturing 6 months after
     being issued.

-    We issued to Frost Bank 500,000 shares of our Series C preferred stock.
     Each share of the Series C preferred stock is convertible into one share of
     our common stock. The holders of shares of the Series C preferred stock do
     not have voting rights on any matters submitted to the vote of our
     stockholders. The shares of the Series C preferred stock issued to Frost
     Bank bear a legend restricting their disposition, as required by the
     Securities Act. However, we have agreed to file a registration statement
     under the Securities Act to cover our common stock issuable upon the
     conversion of the Series C preferred stock.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

     The following table summarizes our contractual obligations as of April 30,
2005:

<TABLE>
<CAPTION>
                                              PAYMENT DUE BY PERIOD
                                    --------------------------------------------
     OBLIGATIONS          TOTAL      1 YEAR   2-3 YEARS   4-5 YEARS    5+ YEARS
     -----------------  ----------  --------  ----------  ----------  ----------
<S>                     <C>         <C>       <C>         <C>         <C>
     Capital Leases     $   15,409  $ 15,409  $        -  $        -  $        -
     Operating Lease     3,657,349   883,185   1,081,206     532,978   1,159,980
     Long term debt        274,758         -     274,758           -           -
                        --------------------------------------------------------
     Total obligations  $3,947,516  $898,594  $1,355,964  $  532,978  $1,159,980
                        --------------------------------------------------------
</TABLE>


28
<PAGE>
     Other Contingent Payments. Charys has entered into certain earn-out
agreements as part of the consideration in each of the acquisitions to date. The
earn-out payout is typically based on our future EBITDA and/or revenues. See
"Description of Business - Acquisitions and Related Transactions" section in
Item 1 of this Annual Report, which more fully describes the earn-out payout for
each acquisition to date.

     As of April 30, 2005 the maximum earn-out payable is $19.1 million payable
over the next two years should each of the companies achieve the maximum results
as provided for in the earn-out agreements.

     As of April 30, 2005, we estimate our total liability under each of the
earn-out agreements to be $2,679,180. This estimate is based on the current and
estimated performance of each of the companies.

     Make Whole Provision. Charys has entered into certain make whole agreements
as part of the consideration in each of the acquisitions to date. The make whole
adjustment typically is effective when the Charys common stock, issued as part
of a transaction, trades at a price less than $4.00 at a point in time typically
two years from the effective date. At such time additional shares and/or cash,
at Charys sole discretion, will be delivered to the holder of the shares.
Typically, the make whole adjustment will not apply if the average market price
per share for the Charys common stock for the 20 trading days ending on the date
which is 24 months from the effective date is equal to or greater than $4.00 per
share, or the average market price per share for the Charys common stock for any
20 consecutive trading days during the period commencing after the effective
date or greater than $4.25 per share. Under either circumstance, the shares of
the Charys common stock issued at the effective date would not be adjusted.
Otherwise, the Make Whole Calculation will apply. See "Description of Business -
Acquisitions and Related Transactions" in Item 1 of this Annual Report, which
more fully describes the make whole adjustment for each acquisition to date.

     Capital Expenditures Commitments. As of the date of this Annual Report,
Charys does not have any material capital expenditures commitments.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

OTHER INFORMATION

     Our consolidated earnings before interest, taxes, depreciation and
amortization ("EDITDA") for the fiscal years ended April 30, 2005 and April 30,
2004 are presented in the table below and reconciled to our net earnings (loss).
EBITDA is presented, because it is a widely accepted financial performance
indicator. It is also the bases on which certain of our compensation plans are
based. EBITDA is not a term that has a specific meaning in accordance with GAAP
and may be calculated differently by others. EBITDA should not be considered in
isolation, as a substitute for earnings from operations or cash flow data
calculated in accordance with GAAP, or as a measure of a company's profitability
or liquidity.

<TABLE>
<CAPTION>
                         2005           2004       $ Change    % Change
                     -------------  ------------  ----------  ----------
<S>                  <C>            <C>           <C>         <C>
Net earnings (loss)  $     106,402  $(2,419,918)  $2,526,320        N/M%

Income tax                       0            0            -          -

Interest expense           166,259       18,102      148,157      818.5

Depreciation and
Amortization               148,417       64,004       84,413       33.4
                     -------------  ------------  ----------
EBITDA               $     421,078  $(2,337,812)  $2,758,890        N/M%
                     -------------  ------------  ----------
</TABLE>


29
<PAGE>
     EBITDA increased by $2,758,890 in fiscal 2005 as compared to fiscal 2004,
primarily due to the transactions related to the gain on the retirement of debt
and the sale of real estate, and the reduction of non-cash expenses for
services; partially offset operating losses and increased expenses at the
holding company level.

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/S-1 through F/S-17.

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

     On April 28, 2005, we dismissed our independent auditor, Malone & Bailey,
P.C., Certified Public Accountants ("Malone & Bailey"). The decision to dismiss
Malone & Bailey was recommended by our board of directors. We had engaged Malone
& Bailey on April 13, 2004 as our independent accountants to report on our
balance sheet as of as of April 30, 2004, and the related combined statements of
income, stockholders' equity and cash flows for the years then ended.

     Malone & Bailey's reports on our financial statements for the year ended
April 30, 2004 did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that Malone & Bailey's reports on our Form 10-KSB for the
year ended April 30, 2004 raised substantial doubt about our ability to continue
as a going concern.

     There were no disagreements with Malone & Bailey on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which if not resolved to Malone & Bailey's satisfaction
would have caused them to make reference to the subject matter of the
disagreement in connection with Malone & Bailey's report.

     On April 28, 2005, we engaged Miller, Ray, Houser & Stewart, LLP ("MRH&S")
as our independent accountants to report on our balance sheet as of April 30,
2005, and the related combined statements of income, stockholders' equity and
cash flows for the year then ended. The decision to appoint MRH&S was approved
by our board of directors.

     During our two most recent fiscal years and any subsequent interim period
prior to the engagement of MRH&S, neither we nor anyone on our behalf consulted
with MRH&S regarding either 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 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 did not agree. We filed the former accountants' letter as an exhibit
to our Current Report on Form 8-K, filed with the SEC on May 6, 2005.

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.


30
<PAGE>
     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.

ITEM 8B.     OTHER INFORMATION.

     None.


31
<PAGE>
                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


     Our directors and executive officers are:

<TABLE>
<CAPTION>
NAME                 AGE               POSITION               CLASS  DIRECTOR SINCE
-------------------  ---  ----------------------------------  -----  --------------
<S>                  <C>  <C>                                 <C>    <C>
BILLY V. RAY, JR.     47  CHAIRMAN, CHIEF EXECUTIVE OFFICER,    C        2004
                               SECRETARY, AND DIRECTOR
RAYMOND J. SMITH      53          VICE PRESIDENT AND           N/A       N/A
                               CHIEF FINANCIAL OFFICER
RICHARD MANGIARELLI   61               DIRECTOR                 C        2004
JOHN JORDAN           66               DIRECTOR                 C        2004
H. ALEC MCLARTY       60               DIRECTOR                 B        2004
NEIL L. UNDERWOOD     36               DIRECTOR                 B        2004
DAVID S. GERGACZ      56               DIRECTOR                 B        2004
MICHAEL OYSTER        48               DIRECTOR                 A        2004
CATHERINE B. MCKEE    58               DIRECTOR                 B        2004
GISLE LARSEN          48               DIRECTOR                 A        2004
DENNIS C. HAYES       55               DIRECTOR                 A        2004
</TABLE>

     The members of our board of directors are subject to change from time to
time by the vote of the stockholders at special or annual meetings to elect
directors. The number of the directors may be fixed from time to time by
resolution duly passed by our board. 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, Gergacz and Ms. McKee 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.

     Each director will hold office for the term for which elected, and until
his successor is elected and qualified, or until his earlier death, resignation
or removal. Vacancies and newly created directorships resulting from any
increase in the number of authorized directors may generally be filled by a
majority of the directors then remaining in office. The directors elect officers
annually. There are no family relationships among the directors and officers of
Charys.

     We may employ additional management personnel, as our board of directors
deems necessary. Charys has not identified or reached an agreement or
understanding with any other individuals to serve in management positions, but
does not anticipate any problem in employing qualified staff.

     A description of the business experience during the past several years for
each of the directors and executive officers of Charys is set forth below.

     Billy V. Ray, Jr. served as our president from December 2003 until June 25,
2004 when he was elected chairman of the board. From September 2003 until the
present, Mr. Ray 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 June, 2005, Mr. Ray served as vice president of
Realm National Insurance Company and was on the board of directors 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.


32
<PAGE>
     Raymond J. Smith was a financial consultant from 2000 until his election as
our chief financial officer on June 25, 2004. 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 WinterBrook
Beverage Group, Inc. in Bellevue, Washington. From 1985 until 1993, he was vice
president of 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.

     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 Capital Corp., a publicly traded
company, since 1996 until present. From 1985 until 1993, Mr. Mangiarelli served
as president and director of United States Alternate Energy Corporation, a
publicly traded company, and from 1981 until 1985, 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 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 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.

     H. Alec McLarty from 1996 until 2001 was chief executive officer of Clarion
Resources Communications Corp. From 1999 until 2002, Mr. McLarty was a director
of Abel Telecom Holding Inc., a publicly traded company. Mr. 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, U. S.
Telnetics Inc., which was subsequently sold to Resurqens Communication Corp. Mr.
McLarty has founded several other telecom companies and served as chief
executive officer and chairman of each, the latter one in 1993 being 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. Mr.
McLarty is a graduate of the University of Georgia, with a B.A. in political
science.

     Neil L. Underwood currently serves as vice president of sales for S1
Corporation ("S1"), a publicly traded company. Mr. Underwood has been with S1
since 1991. While working at S1, Mr. Underwood continues to develop Underwood
Ventures, LLC, an 11 year-old real estate holding company focusing on commercial
and residential real estate in the Atlanta market. Additionally, Mr. Underwood
is a principle in Underwood Ventures, a real estate holding company, and a
partner in HF Development, a land development company. Mr. Underwood is a
certified cash manager. He is an honors graduate of Georgia Institute of
Technology, with a B.S. in industrial engineering.

     David S. Gergacz has more than 30 years of experience in the
communications, computer hardware, and software industries. Mr. Gergacz who is
currently chairman of Signature Investments, has held a number of senior
executive positions that include chairman and chief executive officer of Brite
Voice Systems (now Intervoice - Brite) from 1996 through 2000, chief executive
officer of Cincinnati Bell Telephone from 1995 through 1996, chief executive
officer of Rogers Cantel, Canada's largest wireless communications company from
1993 through 1995, and vice chairman of Unitel, (now AT&T Canada) from 1993
through 1995, chief executive officer of Boston Technology (now Comverse) from
1991 through 1993, and president of Network Systems at Sprint from 1984 to


33
<PAGE>
1991.  He also held various management positions at Bell Labs, AT&T and Nynex.
Mr. Gergacz has a B.S. from Purdue University, and is a member of Phi Beta
Kappa.

     Michael Oyster has more than 25 years of experience in the communications,
computer hardware and software industries. Since 2003, Mr. Oyster has been
president and chief operating officer of Zoetics LLC. From 1999 through 2001, he
held several positions including president at the Fusion companies. From 1998
through 1999, he was president of Network Plus, Inc. Mr. Oyster has a B.A. in
liberal arts from Olivet College and an M.S. in management from Purdue
University.

     Catherine B. McKee currently serves as senior vice president and director
at General Dynamics C4 Systems. Ms. McKee has been with General Dynamics since
2001. From 1977 through 2001, she was employed by Motorola and held various
positions as senior vice president of business services, and corporate vice
president of quality and administration. Ms. McKee has a B. S. in chemistry from
the College of St. Elizabeth, is a graduate of the Arizona State University
College Management Institute and is a fellow of the Kaiser Institute of
Innovation and Intuition.

     Gisle Larsen since 2004 has been the chief executive officer of iPhone, an
international telecom operator in Scandinavia. Prior to his service with iPhone,
from 2002 until 2004, Mr. Larsen was a 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 from 2000 until 200_ 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 1996 until 1998, and director of business
development from 1998 until 2000, during which time he was responsible for the
establishment of wholesale telecom businesses in nine countries. Before 1996, 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 the United States Congress,
the FCC and other parts of the 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. Mr. Hayes was inducted into the
Technology Hall of Fame in 2004 as a direct result of his contributions to the
industry.

OTHER SIGNIFICANT EMPLOYEES

     We have several significant management employees of our wholly-owned
subsidiaries. A description of the business experience during the past several
years for each of the executive officers is set forth below.

     CCI Telecom, Inc.

     Michael J. Novak founded CCI in 1980 and has been its chief executive
officer and chairman since that time. Mr. Novak has a B.A. in business
administration from St. Mary's University.

     Jimmy R. Taylor held various positions with Crown Castle International,
Inc. and its subsidiaries including vice president/general manager, vice
president business development and president of Spectrum Site Management from
1997 until his election as CCI executive vice president in August, 2003. Mr.
Taylor has a B.S. in business administration from The University of Texas.

     F. Dale Ponder joined CCI in 1987 and has held various positions in sale,
marketing and operations at CCI. In July, 2001 Mr. Ponder was elected chief
operating officer.

     Roger J. Benavides was employed as vice president and general manager at
Westcott Communication, Inc. from 1988 until his election as vice president and
chief financial officer of CCI in April, 1995. From 1984 to 1985,


34
<PAGE>
Mr. Benavides was employed by American Century Corporation a public traded
company, as the chief financial officer. From 1973 through 1984 Mr. Benavides
was employed by Ernst & Whinney (now Ernst & Young) in various positions
including senior audit manager. Mr. Benavides has B. S. in Accounting from
University of Texas at Austin, and is a certified public accountant.

     Personnel Resources of Georgia, Inc.

     Lee C. Yarborough has been employed by PRG or its predecessor since 1996 as
president. Prior to his employment by PRG, Ms. Yarborough was employed by Modern
Employers of South Carolina as a revenue representative from 1994 through 1996.
Ms. Yarbrough has B.A. in history from Vanderbilt University, and is a licensed
life and health insurance agent in South Carolina.

     Braxton M. Cutchin III has been employed by PRG or its predecessor since
1996 as vice president of sales and marketing. He has a B.A. in business
administration and economics from Wofford College.

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, we are aware of nine persons who during the year ended April 30, 2005, were
directors, officers, or beneficial owners of more than 10 percent of our common
stock, and who failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934 during such fiscal year as follows:

-    John Jordan was a director during the year ended April 30, 2005. Mr. Jordan
     failed to timely file a Form 4 during the year ended April 30, 2005.

-    H. Alec McLarty was a director during the year ended April 30, 2005. Mr.
     McLarty failed to timely file a Form 4 during the year ended April 30,
     2005.

-    Neil L. Underwood was a director during the year ended April 30, 2005. Mr.
     Underwood failed to timely file a Form 3 during the year ended April 30,
     2005.

-    David S. Gergacz was a director during the year ended April 30, 2005. Mr.
     Gergacz failed to timely file a Form 3 during the year ended April 30,
     2005.

-    Michael Oyster was a director during the year ended April 30, 2005. Mr.
     Oyster failed to timely file a Form 3 during the year ended April 30, 2005.

-    Catherine B. McKee was a director during the year ended April 30, 2005. Ms.
     McKee failed to timely file a Form 4 during the year ended April 30, 2005.

-    Gisle Larsen was a director during the year ended April 30, 2005. Mr.
     Larsen failed to timely file a Form 3 during the year ended April 30, 2005.

-    Richard Mangiarelli was a director during the year ended April 30, 2005.
     Mr. Mangiarelli failed to timely file a Form 4 during the year ended April
     30, 2005.

-    Dennis C. Hayes was a director during the year ended April 30, 2005. Mr.
     Hayes failed to timely file a Form 3 during the year ended April 30, 2005.

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 H. Alec McLarty as chairman, Neil Underwood, and Gisle
Larsen. We have adopted a charter for the compensation committee.

     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.

     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, John Jordan, and Dennis C. Hayes. We have
adopted a charter for the nominating committee.

     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., H. Alec McLarty, Catherine B. McKee and David
S. Gergacz. We have adopted an executive charter for the executive committee.

     Finance Committee. Our board of directors has created a finance committee
which will exercise all the powers and authority to approve on behalf of the
Board of Directors, any and all strategies, plans, policies and actions related
to corporate finance. The members of the committee are Neil Underwood, as
chairman, John Jordan,


35
<PAGE>
Catherine B. McKee and Dennis C. Hayes.  We have adopted a charter for the
finance committee.

     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. 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 hour and
certain deal fees, which 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 term of service. Upon resignation or failing to be re-elected
the director will receive an additional 50,000 shares of our common stock.

     On July 14, 2004 the board of directors amended the compensation plan for
independent directors to include a funding fee. Whereupon should an independent
director arranges a source of financing and the transaction actually get funded,
the director would receive a fee equal to three percent of the funding received
by Charys.

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


36
<PAGE>
-    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.

     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.

     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.

SUMMARY COMPENSATION TABLE

     The following table provides certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the last fiscal year) for services rendered in all capacities to Charys Holding
Company, Inc. and our subsidiaries:

<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION               LONG TERM COMPENSATION
                               --------------------------------------------------------------------
                                                                        AWARDS             PAYOUTS
                                                              -------------------------------------
                                                                             SECURITIES
                                                               RESTRICTED    UNDERLYING
NAME AND PRINCIPAL     FISCAL                   OTHER ANNUAL     STOCK      OPTIONS/SARS     LTIP      ALL OTHER
    POSITION            YEAR   SALARY   BONUS   COMPENSATION     AWARD(S)         (#)       PAYOUTS   COMPENSATION
------------------------------------------------------------------------------------------------------------------
<S>                   <C>     <C>      <C>     <C>            <C>           <C>            <C>       <C>
Billy V. Ray, Jr.,      2005  $ -0-    $ -0-   $    -0-       $   -0-            -0-       $ -0-     $    -0-
CEO, Secretary and      2004  $ -0-    $ -0-   $    -0-       $   -0-            -0-       $ -0-     $    -0-
Director (1)            2003    N/A      N/A        N/A           N/A            N/A         N/A          N/A

Raymond J. Smith,       2005  $ -0-    $ -0-   $    -0-       $   -0-          450,000     $ -0-     $    -0-
CFO (2)                 2004  $ -0-    $ -0-   $    -0-       $   -0-          150,000     $ -0-     $    -0-
                        2003    N/A      N/A        N/A           N/A            N/A         N/A          N/A

Benjamin F. Holcomb     2005  $ -0-    $ -0-   $    -0-       $   -0-          300,000     $ -0-     $    -0-
COO and President       2004  $ -0-    $ -0-   $    -0-       $   -0-          300,000     $ -0-     $    -0-
(3)(4)                  2003    N/A      N/A        N/A           N/A            N/A         N/A          N/A
</TABLE>

(1)  Mr. Ray's management contract commenced in 2004 and includes an automobile
     allowance of $500 per month.
(2)  Mr. Smith's management contract commenced in 2004 and includes an
     automobile allowance of $500 per month.
(3)  Mr. Holcomb's management contract commenced in 2004 and includes an
     automobile allowance of $500 per month.
(4)  Mr. Holcomb's employment was terminated effective July 22, 2005.

EMPLOYMENT AGREEMENTS

     On June 15, 2004 Billy V. Ray, Jr., Ben Holcomb, and Raymond J. 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 employment agreements for Messrs. Ray, Holcomb, and
Smith. Each agreement terminates on November 30, 2006, subject to an automatic
renewal provision. In addition, in March, 2005 we have executed employment
agreements with officers of our wholly-owned subsidiary CCI, Michael J. Novak,
Jimmy J. Taylor, F. Dale Ponder and Roger J. Benavides. The basic terms of each
agreement are as follows:


37
<PAGE>
-    Pursuant to the terms of Mr. Ray's agreement with us, Mr. Ray serves as our
     chief executive officer. Mr. Ray's agreement automatically renews for an
     additional three year term at the conclusion of the initial or successive
     three year terms. Mr. Ray receives a base salary which varies according to
     the levels of our revenue and is set forth in Appendix A to Mr. Ray's
     employment agreement. Mr. Ray is eligible to receive a bonus, car allowance
     and other benefits in addition to his base salary.

-    Pursuant to the terms of Mr. Holcomb's agreement with us, Mr. Holcomb
     served as our president and chief operating officer. Mr. Holcomb's
     agreement automatically renews for an additional three year term at the
     conclusion of the initial or successive three year terms. Mr. Holcomb
     receives a base salary which varies according to the levels of our revenue
     and is set forth in Appendix A to Mr. Holcomb's employment agreement. Mr.
     Holcomb is eligible to receive a bonus, car allowance and other benefits in
     addition to his base salary. As part of his compensation pursuant to the
     employment agreement, Mr. Holcomb also received an option to purchase
     300,000 shares of our common stock. Mr. Holcomb's employment was terminated
     effective July 22, 2005.

-    Pursuant to the terms of Mr. Smith's agreement with the company, Mr. Smith
     serves as our vice president and chief financial officer. Mr. Smith's
     agreement automatically renews for an additional three year term at the
     conclusion of the initial or successive three year terms. Mr. Smith
     receives a base salary which varies according to the levels of our revenue
     and is set forth in Appendix A to Mr. Smith's employment agreement. Mr.
     Smith is eligible to receive a bonus, car allowance and other benefits in
     addition to his base salary. As part of his compensation pursuant to the
     employment agreement, Mr. Smith also received an option to purchase 150,000
     shares of our common stock as part of his agreement.

-    Pursuant to the terms of Mr. Novak's agreement with CCI, Mr. Novak serves
     as CCI's chief executive officer. Mr. Novak's agreement automatically
     renews for an additional three year term at the conclusion of the initial
     or successive three year terms. Mr. Novak receives an annual base salary of
     $175,000. Mr. Novak is eligible to receive a bonus per the "2005 and 2006
     Bonus Plan" and the "Special Merger Bonus Plan," car allowance and other
     benefits in addition to his base salary.

-    Pursuant to the terms of Mr. Taylor's agreement with CCI, Mr. Taylor serves
     as executive vice president of CCI. Mr. Taylor's agreement automatically
     renews for an additional three year term at the conclusion of the initial
     or successive three year terms. Mr. Taylor receives a annual base salary of
     $150,000. Mr. Taylor is eligible to receive a bonus per the "2005 and 2006
     Bonus Plan", car allowance and other benefits in addition to his base
     salary.

-    Pursuant to the terms of Mr. Ponder's agreement with CCI, Mr. Ponder serves
     as CCI's chief operating officer. Mr. Ponder's agreement automatically
     renews for an additional three year term at the conclusion of the initial
     or successive three year terms. Mr. Ponder receives a annual base salary of
     $110,500. Mr. Ponder6 is eligible to receive a bonus per the "2005 and 2006
     Bonus Plan", car allowance and other benefits in addition to his base
     salary.

-    Pursuant to the terms of Mr. Benavides' agreement with CCI, Mr. Benavides
     serves as CCI's chief financial officer. Mr. Benavides' agreement
     automatically renews for an additional three year term at the conclusion of
     the initial or successive three year terms. Mr. Benavides receives a annual
     base salary of $110,500. Mr. Benavides is eligible to receive a bonus per
     the "2005 and 2006 Bonus Plan" and the "Special Merger Bonus Plan", car
     allowance and other benefits in addition to his base salary.

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


EQUITY  COMPENSATION  PLAN  INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table provides information as of the end of the most recently
completed  fiscal  year with respect to compensation plans (including individual
compensation  arrangements)  under which equity securities of the registrant are
authorized  for  issuance,  aggregated  as  follows:

-    All compensation plans previously approved by security holders; and

-    All compensation plans not previously approved by security holders.

<TABLE>
<CAPTION>
      PLAN CATEGORY              NUMBER OF SECURITIES TO BE       WEIGHTED-AVERAGE EXERCISE     NUMBER OF SECURITIES REMAINING
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING OPTIONS,    AVAILABLE FOR FUTURE ISSUANCE
                               OUTSTANDING OPTIONS, WARRANTS         WARRANTS AND RIGHTS           UNDER EQUITY COMPENSATION
                                         AND RIGHTS                          (B)                   PLANS (EXCLUDING SECURITIES
                                            (A)                                                     REFLECTED IN COLUMN (A))
                                                                                                              (C)
-----------------------------  ------------------------------  -------------------------------  -------------------------------
<S>                            <C>                             <C>                              <C>
Equity compensation plans
approved by security holders                              -0-                              N/A                              N/A
Equity compensation plans not
approved by security holders                       1,216,664  $                           1.27                              -0-

Total                                              1,216,664  $                           1.27                              -0-
</TABLE>


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of the date of this Annual Report,
information concerning ownership of our securities by:


38
<PAGE>

-    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.

<TABLE>
<CAPTION>
                                                       COMMON STOCK BENEFICIALLY     PREFERRED STOCK BENEFICIALLY
                                                               OWNED (2)                       OWNED (2)
                                                               ---------                       ---------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                NUMBER         PERCENT          NUMBER         PERCENT
--------------------------------------------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>
Billy V. Ray, Jr. (3). . . . . . . . . . . . . . .       2,185,150           18.21       1,000,000            52.6
Raymond J. Smith (4) . . . . . . . . . . . . . . .         600,000            5.00             -0-             -0-
Richard Mangiarelli (5). . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
John Jordan (6). . . . . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
Alec McLarty (6) . . . . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
Neil L. Underwood (6). . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
David S. Gergacz (6) . . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
Michael Oyster (6) . . . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
Catherine B. McKee (6) . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
Gisle Larsen (6) . . . . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
Dennis C. Hayes (6). . . . . . . . . . . . . . . .         120,000            1.00             -0-             -0-
                                                    --------------  --------------  --------------  --------------
All directors and officers as a group (11 persons)       3,865,150           32.22       1,000,000            52.6
                                                    ==============  ==============  ==============  ==============
The Frost National Bank (7). . . . . . . . . . . .         400,000            3.33         900,000            47.4
                                                    ==============  ==============  ==============  ==============
Janet Risher (5)(8). . . . . . . . . . . . . . . .       1,214,664           10.12             -0-             -0-
                                                    ==============  ==============  ==============  ==============
Richard Schmidt (9). . . . . . . . . . . . . . . .         974,664            8.12             -0-             -0-
                                                    ==============  ==============  ==============  ==============
Michael J. Novak (10). . . . . . . . . . . . . . .         525,087            4.38             -0-             -0-
                                                    ==============  ==============  ==============  ==============
</TABLE>

_________________
(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.
     As of the date of this Annual Report there were 8,408,649 shares of our
     common stock issued and outstanding. We also had options to purchase
     2,600,000 shares of our common stock outstanding on the date of this Annual
     Report, of which 2,300,000 were fully vested and exercisable at any time.
     Moreover, pursuant to Consulting Agreements with Janet Risher and Richard
     Schmidt we have an obligation to issue an additional 3,000,000 shares, of
     which 574,664 are currently issuable. See, footnotes (8) and (9) below.
     Also, pursuant to Consulting Agreements with other individuals, we have an
     obligation to currently issue 14,212 shares of our common stock. The
     calculations in this table assume that all 2,300,000 currently exercisable
     options have been exercised, the 574,664 shares issuable to Ms. Risher and
     Mr. Schmidt have been issued, and the 14,212 shares due to other parties
     have been issued. In addition, the calculations in this table assume that
     the 400,000 shares of the Series B preferred stock held by The Frost
     National Bank have been converted into 400,000 shares of our common stock.
     See, footnote (7) below. Finally, we have an obligation to issue a warrant
     for the purchase of 862,069 shares of our common stock to CAPCO Financial
     Company in connection with the refinancing of our debt to The Frost
     National Bank. However, on the date of this proxy statement, we have not
     worked out the details of the warrant and the warrant is not included in
     our outstanding share total. Consequently, after allowing for all currently
     exercisable options, conversions and other required obligations to issue
     shares, for the purpose of determining the percentage of outstanding shares
     in accordance with the rules of the SEC, our outstanding shares are
     11,997,525.
(3)  Pursuant to the Amended and Restated Stock Purchase Agreement, Mr. Ray has
     the right to acquire an additional 2,237,222 shares of our common stock.
(4)  Mr. Smith has options to purchase 600,000 shares of our common stock, all
     of which are fully vested.
(5)  The wife of Mr. Mangiarelli, Janet Risher, has the right to acquire an
     additional 1,500,000 shares of our common stock pursuant to the Consulting
     Agreement, of which 287,332 shares are currently issuable. The 287,332
     shares which are currently issuable are included in the 1,214,664 shares
     reflected above as being owned by Ms. Risher.
(6)  Each of the listed directors was granted options to purchase 100,000 shares
     of our common stock at the time he became a director. The options are all
     fully vested.
(7)  The Frost National Bank acquired 400,000 shares of our Series B preferred
     stock on April 28, 2005 and acquired an additional 500,000 shares of our
     Series C preferred stock on July 29, 2005 in connection with an agreement
     with The Frost National Bank relating to the restructuring of the credit
     facilities provided by The Frost National Bank to CCI Telecom dated March
     11, 2005. The preferred shares do not have any voting rights. However, each
     share is convertible in one share of our common stock. In the case of the
     Series B preferred stock, all such shares are immediately convertible into
     400,000 shares of our common stock. The Frost National Bank has the right
     to demand registration of any shares of our common stock into which the
     preferred shares are converted. The address for The Frost National Bank is
     P.O. Box 1600, San Antonio, Texas 78296.
(8)  Janet Risher acquired 687,332 shares of our common stock in connection with
     a Consulting Agreement dated February 27, 2004. Ms. Risher has the right to
     acquire an additional 1,500,000 shares of our common stock pursuant to the
     Consulting Agreement, of which 287,332 shares are currently issuable. The
     287,332 shares which are currently issuable are included in the 1,214,664
     shares reflected above as being owned by Ms. Risher.
(9)  Richard Schmidt acquired 687,332 shares of our common stock in connection
     with a Consulting Agreement dated February 27, 2004. Mr. Schmidt has the
     right to acquire an additional 1,500,000 shares of our common stock
     pursuant to the Consulting Agreement, of which 287,332 shares are currently
     issuable. The 287,332 shares which are currently issuable are included in
     the 974,664 shares reflected above as being owned by Mr. Schmidt.
(10) Mr. Novak owns 275,087 shares of our common stock directly. He is a
     controlling owner of CCI Associates, Ltd. which acquired an additional
     250,000 shares of our common stock in connection with our acquisition of
     CCI Telecom. The CCI Telecom acquisition is discussed more fully in our
     Annual Report of Form 10-KSB/A for the fiscal year ended April 30, 2005, a
     copy of which has been provided with this proxy statement.

CERTAIN PROVISIONS WITH RESPECT TO MR. RAY'S SHARES

     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 a change of control.

     At the closing of the Stock Purchase Agreement, Ms. Risher and Mr. Schmidt
sold to Mr. Ray 21,851,503 shares of our common stock and 1,000,000 shares of
our preferred stock. Mr. Ray purchased the shares the sum of $250,000 pursuant
to a promissory note. The shares transferred to Mr. Ray contained a legend
restricting the transfer thereof as required by the Securities Act of 1933. The
Stock Purchase Agreement had initially contemplated that there would be a
delayed closing until such time as the note was paid in full and all other terms
of the Stock Purchase Agreement were satisfied. However, the parties agreed to
eliminate the conditions to the closing and treat the sale of the shares as
completed. The note was previously is payable in installments with the first
payment of $25,000 being due and payable on or before July 25, 2004. Thereafter,
the note was to be due and payable in nine monthly installments of $25,000 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. However, the note has been amended to provide for
payment of $25,000 per month for six months, beginning on September 20, 2005.
The note continues to be secured by a Stock Pledge Agreement between Mr. Ray,
Ms. Risher and Mr. Schmidt covering the shares.

     The Stock Purchase Agreement contains a requirement that for so long as Mr.
Ray owns the shares of our common stock purchased thereunder, he agrees to vote
his shares to not increase the number of directors to more than 11 members and
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.

     Other than as stated above:

-    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.


39
<PAGE>
-    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.

     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.
See "Item 1 - Business" of this Annual Report.

     A significant customer of PRG is owned by an officer of PRG, who had
acquired this company prior to the acquisition of PRG by Charys. Client billings
with this customer were $4,711,000 and $5,295,802 for the years ended April 30,
2005 and 2004. Net revenues (billings net of payroll costs) were $681,018 and
$764,189 for the years ended April 30, 2005 and 2004.

     PRG has a month-to-month operating lease for its office space with a PRG
officer-employee, who was an owner of a predecessor company of PRG. Rent expense
under the lease was $26,217 and $42,260 during the years ended April 30, 2005
and 2004.

     On March 4, 2005, as part of the CCI acquisition, Charys assumed the lease
on CCI's headquarters facility held by CCI Associates. The chief executive
officer of CCI has a controlling interest in CCI Associates. This relationship
terminated upon our purchase of the property on April 29, 2005. Rent paid under
this lease to CCI Associates during this period was $37,429.

ITEM 13.    EXHIBITS

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

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.
3.4*     Modification of Statutory Requirements or Amendments of Articles of Incorporation of Prestine, Inc.
         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.
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.


40
<PAGE>
3.22*    Articles of Merger filed with the Minnesota Secretary of State on July 1, 2004.
4.1*     Certificate of Designation for Series B Preferred Stock, filed with the Secretary of State of Delaware on
         May 3, 2005.
4.2*     Certificate of Designation for Series C Preferred Stock, filed with the Secretary of State of Delaware on
         May 3, 2005
4.3*     Certificate of  Amendment  to the Certificate of Designation for Series B Preferred Stock, filed with the
         Secretary of State of Delaware effective July 25, 2005.
4.4*     Certificate of Amendment to the Certificate of Designation for Series C Preferred Stock, filed with the
         Secretary of State of Delaware effective July 25, 2005.
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.


41
<PAGE>
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.
10.31*   Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Raymond J.
         Smith.
10.32*   Joint Venture Agreement dated May, 2004 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.
10.36*   Agreement and Contract for Sale dated April 29, 2005, between CCI Telecom, Inc. and CCI Associates,
         Inc.
10.37*   Agreement dated April 25, 2005, between Frost Bank, Contemporary Constructors, Inc., CCI Telecom,
         Inc., CCI Integrated Solutions, Inc., Berkshire Wireless, Inc., Michael J. Novak and Charys Holding
         Company, Inc.
10.38*   Real Estate Contract of Sale dated April 29, 2005, between Gur Parsaad, CCI Telecom, Inc. and Charys
         Holding Company, Inc.
10.39*   Lease Contract dated May 1, 2005, between Gur Parsaad, CCI Telecom, Inc. and Charys Holding
         Company, Inc.
10.40*   Frost Registration Rights Agreement No.1 dated April 25, 2005, between The Frost National Bank and
         Charys Holding Company, Inc.
10.41*   Third Modification, Renewal and Extension Agreement between The Frost National Bank and
         Contemporary Constructors with respect to $2,177,083.45, dated January 1, 2005.
10.42*   Third Modification, Renewal and Extension Agreement between The Frost National Bank and
         Contemporary Constructors with respect to $6,500,000.00, dated February 1, 2005.
10.43*   Sixth Amendment to Business Loan Agreement between Contemporary Constructors and The Frost
         National Bank, dated February 1, 2005.
10.44*   Arbitration and Notice of Final Agreement between The Frost National Bank and Charys Holding
         Company, Inc., dated May 2, 2005.
10.45*   Guaranty Agreement between Frost Bank and Contemporary Constructors, Inc., dated July 28, 2005.
10.46*   Guaranty Agreement between Charys Holding Company, Inc., CCI and CAPCO, dated July 27, 2005.
10.47*   Guaranty Agreement between Frost Bank and CCI Telecom, Inc., dated July 28, 2005.
10.48*   Guaranty Agreement between Frost Bank and Berkshire Wireless, Inc., dated July 28, 2005.
10.49*   Guaranty Agreement between Frost Bank and CCI Integrated Solutions, Inc., dated July 28, 2005.
10.50*   Guaranty Agreement between Frost Bank and Michael J. Novak, dated July  28,  2005.
10.51*   Contract for Sale and Security Agreement between CCI Telecom, Inc. and CAPCO, dated July 18, 2005.
10.52*   Amendment No. 1 to the Contract for Sale and Security Agreement between CCI Telecom, Inc. and
         CAPCO dated July 26, 2005.
10.53*   Amendment No. 2 to the Contract for Sale and Security Agreement between CCI Telecom, Inc. and
         CAPCO, dated July 27, 2005.
10.54*   Promissory Note between Frost Bank and Charys Holding Company, Inc., dated July 28, 2005.
10.55*   Put Agreement between Michael J. Novak and Frost Bank, dated July 28, 2005.
10.56*   Arbitration and Notice of Final Agreement between Frost Bank and Charys Holding Company, Inc., dated
         July 28, 2005.
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.


42
<PAGE>
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.
</TABLE>

___________
* Previously Filed
** Filed Herewith

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     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, 2005 were $-0-.

     The aggregate fees billed by Miller, Ray, Houser & Stewart, LLP for
professional services rendered for the audit of our annual financial statements
for fiscal year ended April 30, 2005 were $65,000.

AUDIT-RELATED  FEES

     The aggregate audit-related fees billed by Malone & Bailey, PLLC for
professional services rendered for the audit of our annual financial statements
for fiscal year ended April 30, 2005 were $18,655.

     The aggregate audit-related fees billed Miller, Ray, Houser & Stewart, LLP
for professional services rendered for the audit of our annual financial
statements for fiscal year ended April 30, 2005 were $-0-.

ALL OTHER FEES

     There were no other fees billed by Malone & Bailey, PLLC or Miller, Ray,
Houser & Stewart, LLP 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 September 2, 2005
                                         By /s/ Billy V. Ray, Jr.
                                            --------------------------------
                                            Billy V, Ray, Jr.
                                            Chief Executive Officer


43
<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


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
Charys Holding Company, Inc.
(F/k/a Spiderboy International, Inc.)

We  have audited the consolidated balance sheets of Charys Holding Company, Inc.
and subsidiaries (f/k/a Spiderboy International, Inc.) a Delaware corporation as
of  April  30,  2005  and  2004,  and  the  related  consolidated  statements of
operations,  changes  in shareholders' equity (deficit), and cash flows for each
of  the  years  in  the two-year period ended April 30, 2005. These consolidated
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. 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  audits  provide  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.  and  subsidiaries (f/k/a Spiderboy International, Inc.) as April
30, 2005 and 2004, and the results of its operations and its cash flows for each
of  the  years  in  the  two-year period ended April 30, 2005 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial  statements,  the  Company currently has a significant working capital
deficit  with  a  limited borrowing capacity. Those conditions raise substantial
doubt  about  its  ability  to  continue  as a going concern. Management's plans
regarding  those  matters are also described in Note 3. The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.


//s// MILLER RAY HOUSER & STEWART LLP

Atlanta, GA
July 20, 2005


<PAGE>
<TABLE>
<CAPTION>
                             Charys Holding Company, Inc.
                         (f/k/a Spiderboy International, Inc.)
                              Consolidated Balance Sheets

                                                                As of April 30,
                                                             2005            2004
                                                         -------------  --------------
                                                                          (Restated
                                                                         for combined
                                                                         companies -
                                                                           Note 6)
<S>                                                      <C>            <C>
ASSETS

Current assets:
  Cash                                                   $  1,086,064   $           -
  Accounts receivables, net of allowance for doubtful
    accounts of $500,000 for 2005 and $0 for 2004           2,498,350         111,830
  Costs and estimated earnings in excess of billings on
    uncompleted contracts, net of reserves for contract
    losses of $300,000 for 2005                             2,990,989               -
  Other current assets                                        523,180         244,140
                                                         -------------  --------------
      Total current assets                                  7,098,583         355,970
                                                         -------------  --------------

Property and equipment:
  Equipment and vehicles                                      673,010         109,457
  Furniture and fixtures                                      118,353          75,621
  Leasehold improvements                                      130,566               -
  Less accumulated depreciation and amortization             (178,889)        (88,705)
                                                         -------------  --------------
    Property and equipment, net                               743,040          96,373
                                                         -------------  --------------

Other assets:
  Goodwill                                                  6,654,014               -
  Amortizable intangible assets, net of accumulated
    amortization of $43,000 at 2005                           129,000               -
  Other non-current assets                                    334,326           1,188
                                                         -------------  --------------
      Total other assets                                    7,117,340           1,188
                                                         -------------  --------------

            Total assets                                 $ 14,958,963   $     453,531
                                                         =============  ==============

See notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                Charys Holding Company, Inc.
                            (f/k/a Spiderboy International, Inc.)
                           Consolidated Balance Sheets (continued)

                                                                       As of April 30,
                                                                ----------------------------
                                                                    2005           2004
                                                                ------------  --------------
                                                                                (Restated
                                                                               for combined
                                                                               companies -
                                                                                 Note 6)
<S>                                                             <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                              $ 3,801,936   $      29,189
  Accrued expenses                                                1,949,954       2,188,019
  Billings in excess of costs and estimated earnings on
    uncompleted contracts                                           394,678               -
  Line of credit obligation                                       4,550,000               -
  Short-term borrowings:
    Unrelated parties                                               254,000          88,383
    Related parties                                                 308,512          34,000
  Current portion of long-term debt - unrelated parties              33,945          18,951
                                                                ------------  --------------
    Total current liabilities                                    11,293,025       2,358,542

Long-term debt:
  Unrelated parties                                                  13,820          15,267
  Related parties                                                   260,938         250,000

Contingent acquisition liability                                  2,679,180               -
                                                                ------------  --------------

              Total liabilities                                  14,246,963       2,623,809
                                                                ------------  --------------

Stockholders' equity (deficit):
  Preferred stock; $0.001 par value; 5,000,000 shares
    authorized, 1,400,000 shares issued and outstanding:
      Series A                                                        1,000           1,000
      Series B                                                          400               -
  Common stock; $0.001 par value; 300,000,000 shares
    authorized, 7,968,649 issued and outstanding for 2005 and
    4,862,767 for 2004                                                7,969           4,863
  Additional paid-in capital                                      4,603,446       1,831,076
  Accumulated deficit                                            (3,900,815)     (4,007,217)
                                                                ------------  --------------
      Total shareholders' equity (deficit)                          712,000      (2,170,278)
                                                                ------------  --------------

            Total liabilities and shareholders' equity          $14,958,963   $     453,531
                                                                ============  ==============
</TABLE>
See notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
                            Charys Holding Company, Inc.
                       (f/k/a Spiderboy International, Inc.)
                       Consolidated Statements of Operations

                                                           Years Ended April 30,
                                                       ----------------------------
                                                           2005           2004
                                                       ------------  --------------
                                                                       (Restated
                                                                      for combined
                                                                      companies -
                                                                        Note 6)
<S>                                                    <C>           <C>
Net revenues                                           $ 7,482,699   $   4,704,328
Cost of revenues                                         5,606,597       3,226,698
                                                       ------------  --------------
  Gross profit                                           1,876,102       1,477,630
                                                       ------------  --------------

Operating expenses:
  General and administrative                             3,811,684       3,868,598
  Depreciation and amortization                            148,417          64,004
                                                       ------------  --------------
    Total operating expenses                             3,960,101       3,932,602
                                                       ------------  --------------

                                                       ------------  --------------
            Loss from continuing operations             (2,083,999)     (2,454,972)
                                                       ------------  --------------

Other income (expense):
  Gain on debt retirement                                1,450,985               -
  Gain on sale of real estate                              870,247          18,947
  Interest expense                                        (166,259)        (18,102)
  Other income, net                                         35,428          34,209
                                                       ------------  --------------
    Total other income (expense)                         2,190,401          35,054
                                                       ------------  --------------

            Net earnings (loss) before income taxes        106,402      (2,419,918)

Income tax expense (benefit)                                     -               -
                                                       ------------  --------------

                Net earnings (loss)                    $   106,402   $  (2,419,918)
                                                       ============  ==============

Per share data - basic (basic and diluted for 2004):
  Net earnings                                         $      0.02   $       (0.53)
                                                       ============  ==============
  Weighted average common shares outstanding             5,382,983       4,527,161
                                                       ============  ==============

Per share data - diluted:
  Net earnings                                         $      0.02
                                                       ============
  Weighted average common shares outstanding             6,435,586
                                                       ============
</TABLE>

See notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                                                 Charys Holding Company, Inc.
                                                            (f/k/a Spiderboy International, Inc.)
                                           Consolidated Statements of Changes in Shareholders' Equity (Deficit)

                                Preferred Stock     Preferred Stock                        Additional
                                  - Series A         - Series B          Common Stock       Paid-In    Accumulated
                                ----------------  ------------------  -------------------
                                Shares   Amount    Shares    Amount     Shares    Amount    Capital      Deficit        Total
                                -------  -------  ---------  -------  ----------  -------  ----------  ------------  ------------
<S>                             <C>      <C>      <C>        <C>      <C>         <C>      <C>         <C>           <C>
Balance at April 30, 2003
  (Restated for combined
  companies - Note 6)                 -  $     -          -  $     -   4,362,767  $ 4,363  $1,245,983  $(1,483,595)  $  (233,249)

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

Common stock issued for
  services at
  1.00 per share                                                         500,000      500     499,500                    500,000

Preferred stock-
  Series A issued
  for services at
  $ 0.01 per share            1,000,000    1,000                                                 9,000                     10,000

S-corporation shareholder
  distributions                                                                                           (103,704)     (103,704)

Net loss                                                                                                (2,419,918)   (2,419,918)
                                -------  -------  ---------  -------  ----------  -------  ----------  ------------  ------------

Balance at April 30, 2004             -        -  1,000,000    1,000   4,862,767    4,863   1,831,076   (4,007,217)   (2,170,278)

Common stock issued for
  services at
  $0.38 per share                                                        248,371      248      94,133                     94,381

Common stock issued for
  services at $1.75 per share                                            344,958      345     603,331                    603,676

Common stock issued for
  acquisition at
  $0.45 per share                                                      1,097,442    1,097     492,752                    493,849

Common stock issued for
  services at $1.30 per share                                            966,664      967   1,255,698                  1,256,665

Common stock issued for
  real estate at
  0.38 per share                                                         344,959      345     130,739                    131,084

Common stock issued for
  services at
  $0.35 per share                                                        103,488      104      36,117                     36,221

Preferred stock-
  Series B issued for
  debt retirement at
  $0.40 per share                                   400,000      400                          159,600                    160,000

Net earnings                                                                                               106,402       106,402
                                -------  -------  ---------  -------  ----------  -------  ----------  ------------  ------------

Balance at April 30, 2005      1,00,000  $ 1,000    400,000  $   400  $7,968,649  $ 7,969  $4,603,446  $(3,900,815)  $   712,000
                               ========  =======  =========  =======  ==========  =======  ==========  ============  ============
</TABLE>

See notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                         Charys Holding Company, Inc.
                                     (f/k/a Spiderboy International, Inc.)
                                     Consolidated Statements of Cash Flows

                                                                                      Years Ended April 30,
                                                                                  ----------------------------
                                                                                      2005           2004
                                                                                  ------------  --------------
                                                                                                  (Restated
                                                                                                 for combined
                                                                                                 companies -
                                                                                                   Note 6)
<S>                                                                               <C>           <C>
Cash Flows From Operating Activities:
-------------------------------------
Net earnings (loss)                                                               $   106,402   $  (2,419,918)
Adjustments:
  Stock options expense                                                                15,986               -
  Stock issued for services                                                           698,058         510,000
  Income from debt retirement                                                      (1,450,985)              -
  Gain on sale of real estate                                                        (869,795)              -
  (Gain) loss on disposal of equipment                                                 (1,852)          3,289
  Gain on disposal of discontinued operations                                               -         (18,947)
  Other non-current asset impairment                                                        -         244,421
  Depreciation and amortization expense                                               148,417          64,004
  Changes in:
    Receivables                                                                     1,324,522        (111,830)
    Costs and estimated earnings in excess of billings on uncompleted contracts      (681,334)              -
    Other current assets                                                              (93,504)       (143,889)
    Accounts payable and accrued expenses                                             644,432       1,708,845
    Billings in excess of costs and estimated earnings on uncompleted contracts        (2,428)              -
                                                                                  ------------  --------------
          Net cash used in operating activities                                      (162,081)       (164,025)
                                                                                  ------------  --------------

Cash Flows From Investing Activities:
-------------------------------------
Proceeds from sale of real estate                                                   1,057,636               -
Purchase of equipment                                                                 (38,223)         (1,240)
Proceeds from disposal of equipment                                                     3,099               -
Increase in other non-current assets                                                 (212,923)        (40,138)
Cash acquired in subsidiary acquisition                                                27,794               -
                                                                                  ------------  --------------
        Net cash provided by (used in) investing activities                           837,383         (41,378)
                                                                                  ------------  --------------

Cash Flows From Financing Activities:
-------------------------------------
Net proceeds from short-term borrowings:
    Unrelated parties                                                                 215,617          62,120
    Related parties                                                                   224,512          34,000
S-corporation shareholder distributions                                                     -        (103,704)
Increase in long-term borrowings - related party                                       10,938               -
Repayments on long-term borrowings                                                    (40,305)        (33,693)
                                                                                  ------------  --------------
        Net cash provided by (used in) financing activities                           410,762         (41,277)
                                                                                  ------------  --------------

Net increase (decrease) in cash                                                     1,086,064        (246,680)
Cash, beginning of year                                                                     -         246,680
                                                                                  ------------  --------------

Cash, end of year                                                                 $ 1,086,064   $           -
                                                                                  ============  ==============
</TABLE>

See notes to consolidated financial statements.


<PAGE>
                          Charys Holding Company, Inc.
                      (f/k/a Spiderboy International, Inc.)
                   Notes to Consolidated Financial Statements

                       Years Ended April 30, 2005 and 2004

1.     Nature of Business

Charys Holding Company, Inc. ("Charys" or "Company"), a Delaware corporation, is
a  telecommunications  infrastructure  and  general  business  service  provider
incorporated on April 16, 2004. The Company is headquartered in Atlanta, Georgia
with  operations  through  its  subsidiaries  across  the  United  States.

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  Company's  wholly  owned subsidiaries and their principal lines of business
are  as  follows:

- CCI Telecom, Inc. ("CCI") designs, constructs and maintains telecommunications
infrastructure  for  customers  that  include  major communication companies and
defense  contractors.  Formed in 1980, it is headquartered in San Antonio, Texas
with satellite offices in Dallas and Houston, Texas, and Lee, Massachusetts. CCI
was  acquired  by  Charys  on  March  4,  2005  (see  Note  6).

-  Personnel  Resources  of  Georgia,  Inc.  ("PRG")  is a Professional Employer
Organization  ("PEO")  providing  leased  employee  and  turn-key human resource
services  for  companies  with  operations in the Southeast United States. It is
headquartered  in  Greenville,  South  Carolina,  and  was  acquired  by  Charys
effective  July  1,  2004  (see  Note  6).

-  Innovative  Corporate  Solutions, Inc. ("ICS") is a development stage company
formed  and  acquired  in  2004  to  provide employer payroll and human resource
services.

2.     Summary of Significant Accounting Policies

Principles of Consolidation
---------------------------
The  accompanying  consolidated  financial  statements  include  the accounts of
Charys and its subsidiaries. All material intercompany accounts and transactions
have been eliminated in consolidation. Revenues and expenses of CCI, acquired in
a  purchase  transaction,  are  included  since  the  date  of  acquisition. The
acquisition  of  PRG  was  accounted  for  as  a  transfer  of  assets (Note 6).
Accordingly,  the  accounts  and  transactions  of  PRG  are  presented  in  the
consolidated  balances  of  Charys  as  if  the  acquisition had occurred at the
beginning  of  fiscal  year  2004.

Change From Development Stage Company Status
--------------------------------------------
Prior  to the first quarter of fiscal year 2005, Charys and its predecessor were
non-operational and engaged principally in reorganizing its corporate structure,
developing  its  business  model,  seeking  strategic acquisitions, developing a
non-operational subsidiary, and effecting various agreements as described in its
2004  Annual  Report on Form 10-KSB with the intent to generate future operating
revenues. Accordingly, financial statements for all periods prior to May 1, 2004
had been presented as a development stage company, as prescribed by Statement of
Financial  Accounting  Standards  ("SFAS")  No.  7, "Accounting and Reporting by
Development  Stage  Enterprises".  In the first quarter of fiscal year 2005, the
Company  commenced operations and exited the development stage by acquiring PRG,
an  operational  subsidiary  with  significant  business  activity.

Revenue and Cost Recognition
----------------------------
Income  from  construction  and  service  contracts  is  recognized  on  the
percentage-of-completion method, whereby recognition of earnings on contracts in
progress  is  calculated  based  on  the ratio of cost incurred to date to total


<PAGE>
expected cost to be incurred on each contract. Contract costs include all direct
material, labor, subcontract, travel, equipment costs, and related payroll taxes
and  insurance  expense.  Changes  in job performance, job conditions, estimated
profitability,  and warranty work, including those arising from contract penalty
provisions  and final contract settlements, may result in revisions to costs and
income  and  are recognized in the period in which the revisions are determined.
Contract  losses  are  recognized  fully  when  they  are  determined.

The  Company  accounts for the revenues of PRG, its staff leasing subsidiary, in
accordance  with Emerging Issues Task Force No. 99-19, "Reporting Revenues Gross
as  a  Principal  Versus  Net  as an Agent". PRG's revenues are derived from its
gross  billings, which are based upon the payroll cost of its worksite employees
and  a  markup  computed as a percentage of the payroll cost. The gross billings
are  invoiced concurrently with each periodic payroll of its worksite employees.
Revenues  are  recognized  ratably over the payroll period as worksite employees
perform  their  service  at  the  client  worksite. Because PRG is generally not
responsible  for  the  output  and  quality  of  work  performed by the worksite
employees,  revenues  in  the accompanying consolidated statements of operations
are  presented  net  of worksite employee payroll costs (i.e. the "net method").

In  determining  the  pricing  markup component of the gross billings, PRG takes
into  consideration  its  estimates  of  the  costs directly associated with its
worksite  employees, including payroll taxes, benefits and workers' compensation
insurance  costs,  plus  an  acceptable  gross profit margin. As a result, PRG's
operating  results  are  significantly  impacted  by  its  ability to accurately
estimate,  control  and manage its direct costs relative to the revenues derived
from  the  markup  component  of  its  gross  billings.

Consistent  with  its  revenue  recognition  policy,  PRG's  direct costs do not
include  the  payroll  cost  of  its  worksite  employees.  PRG's  direct  costs
associated  with  its  revenue  generating activities are comprised of all other
costs  related  to  its  worksite  employees,  such  as  the employer portion of
payroll-related  taxes, employee benefit plan premiums and workers' compensation
insurance  premiums.

Use of Estimates and Significant Risks
--------------------------------------
The  preparation  of  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States  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 consolidated financial statements, and the reported amounts of
revenues  and expenses during the reporting periods. Actual results could differ
from  those  estimates.

Revenues  and  costs  relating  to  construction  and  service  contracts  are
particularly  affected by management's estimates. Contracts awarded are normally
the  result  of  competitive  bidding,  and  many  of  the Company's significant
contracts  are  based  on  a  fixed  price,  rather  than  cost-plus or time and
materials.  Initial cost estimates supporting the Company's bids are necessarily
based  on  facts  and  circumstances  known  at the time the estimates are made.
Estimates  of  projected  contract  costs  must be continuously updated over the
period  of  contract  performance.  Unpredictable events can and do occur during
contract  performance,  which  can  increase  costs  and  erode  the anticipated
contract profit. Change orders to recover additional costs from the customer may
not  be approved, or could be subject to protracted negotiations and concessions
by the Company. Considerable judgment must be applied to reasonably evaluate the
potential  outcomes  of issues that arise during the contract performance period
and the effect their resolution will have on the ultimate margins or losses that
may  be  realized  by  the Company. Consequently, the estimates that support the
Company's revenue recognition and cost accrual decisions have a very significant
impact  on  the  results  of  operations  reported  by  the  Company.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with the original maturities
of  three months or less to be cash equivalents. The Company's subsidiaries have
cash  in  depository  accounts  which  exceed  the  level insured by the Federal
Deposit  Insurance  Corporation. This uninsured risk is mitigated by maintaining
depository  accounts  with  high  quality  financial  institutions.

Accounts Receivable
-------------------
The  allowance  for  doubtful accounts is established as losses are estimated to
have  occurred  through a provision for bad debt charged to earnings. Losses are
charged against the allowance when management believes the uncollectibility of a
receivable  is  probable.  Subsequent  recoveries,  if  any, are credited to the
allowance.  The


<PAGE>
allowance  for  doubtful  accounts is evaluated on a regular basis by management
and  is  based on historical experience and specifically identified questionable
receivables.  The  evaluation is inherently subjective, as it requires estimates
that  are  susceptible  to  significant  revision  as  more  information becomes
available.

Property and Equipment
----------------------
Property  and  equipment  are  stated at cost. Depreciation and amortization are
calculated  on  the  straight-line  and  accelerated  methods based on estimated
useful  lives  which generally range from five to seven years for equipment, and
10  years  for  leasehold  improvements.

Intangible Asset Valuation
--------------------------
Goodwill  represents the excess of acquisition cost over the assigned fair value
of  the  assets  acquired, less liabilities assumed. SFAS No. 142, "Goodwill and
Other  Intangible  Assets",  addresses  financial  accounting  and reporting for
acquired  goodwill  and  other  intangible  assets.  For  purposes  of  goodwill
impairment measurement, the Company is required to compare the fair value of the
reporting  unit  with  its carrying amount (net equity), including goodwill.  If
the  fair  value  of the reporting unit exceeds its carrying amount, goodwill of
the reporting unit is considered not impaired. Recorded goodwill as of April 30,
2005 is entirely attributed to the acquisition of CCI in March 2005. The Company
has determined that no impairment to goodwill is indicated as of April 30, 2005,
and  thus did not record an impairment charge for the year ended April 30, 2005.
However,  the  Company  is  exposed  to  the  possibility that changes in market
conditions  could  result  in  significant  impairment  charges  in  the future.

Earnings Per Share
------------------
Basic earnings or 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 earnings 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. There were no
outstanding  stock  options  or  warrants  as  of  April  30,  2004.

Income Taxes
------------
The Company accounts for income taxes using an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the expected
future  tax  consequences  of  events that have been recognized in the Company's
consolidated  financial  statements  or  tax  returns.  In estimating future tax
consequences,  the  Company  considers  all  expected  future  events other than
enactment  of or changes in the tax law or rates. The Company files consolidated
federal  income  tax  returns.

3.     Going Concern

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern. In spite of its successful
refinancing  and  partial  retirement  of the debt assumed in its acquisition of
CCI,  at  present  the Company has a $4.7 million working capital deficit with a
limited  borrowing  capacity.  The  present  condition  continues  to  create
uncertainty  as  to  the Company's ability to continue as a going concern in the
absence  of  additional  capital  and/or financing, particularly in light of the
historic (pre-acquisition) operating losses of CCI. Management's plan to improve
its  overall  financial  condition  includes  the  following:

-  Increasing  revenues  at  all  operating  subsidiaries,  while maintaining or
improving  gross  margins  in  the  process.

-  Control,  and  in some cases reduce, general and administrative expenses that
will  not  impede  growth.

-  Seek  additional  sources  of  working  capital  through both debt and equity
transactions  to  fund  daily  operations,  as  well  as  needed  acquisitions.

-  Acquire  companies  that  fit the Company's business strategy and acquisition
model.

The  accompanying  consolidated  financial  statements  do  not  include  any
adjustments  that  might  be necessary if the Company is unable to continue as a
going  concern.

4.     Fair Value of Financial Instruments


<PAGE>
The  carrying  amounts  of  cash  and  cash  equivalents,  accounts  receivable
(generally unsecured), accounts payable and notes payable approximate fair value
due  to  the  short  maturity  of  the  instruments  and  the provision for what
management  believes  to  be  adequate  reserves  for potential losses. The fair
values  of  lines-of-credit and long-term debt approximate their carrying amount
since  the  currently  effective  rates reflect market rates for debt of similar
credit  quality.

5.     Costs and Estimated Earnings on Contracts/Contract Backlog

Costs  and  estimated  earnings  on  all contracts and backlog information as of
April  30,  2005,  and  for  the  year  then  ended,  are  as  follows:

<TABLE>
<CAPTION>
<S>                                                         <C>
Costs incurred on uncompleted contracts                      $42,647,555
Estimated earnings                                             6,717,059
Less allowance for uncompleted contract losses                  (300,000)
                                                            -------------

Net contract revenues recognized to date on uncompleted
  contracts                                                   49,064,614
Less billings to date                                        (46,468,403)
                                                            -------------

Net revenues recognized over billings                       $  2,596,211
                                                            =============

Included in the accompanying 2005 consolidated balance
  sheet under the following captions:
    Costs and estimated earnings in excess of billings on
      uncompleted contracts, net of allowance               $  2,990,989
    Billings in excess of costs and estimated earnings on
      uncompleted contracts                                     (394,678)
                                                            -------------

Excess of costs and estimated earnings over billings        $  2,596,311
                                                            =============

Total amended contracts value                               $ 54,104,022
Revenue recognized to date, net of contract loss allowance   (49,064,614)
                                                            -------------

Unearned contracts value - backlog                          $  5,039,408
                                                            =============
</TABLE>

6.     Acquisitions

Innovative Corporate Solutions, Inc.
------------------------------------
On  April  21,  2004,  Charys  acquired all the outstanding shares of Innovative
Corporate  Strategies,  Inc.,  a  development  stage  company.  On  the  date of
acquisition,  ICS had no assets or liabilities. The purchase price paid was $10.
As  set  forth  in the stock purchase agreement, additional future consideration
may  be  paid  in an amount equal to the annual earnings of ICS before interest,
taxes,  depreciation  and amortization over the period commencing at the closing
of  the  acquisition  and  ending  on April 30, 2006, multiplied by 3.5, up to a
maximum  of  $12.4  million. No value for any potential "earn-out" consideration
was  recorded  by  the  Company  in  the  purchase accounting, as ICS was in the
development  stage  at  the  acquisition  date and has not generated significant
revenues  to  date.  Therefore,  an  estimate  of  the  potential  additional
consideration  to  be  paid,  if  any,  is  not  reasonably  determinable.

Personnel Resources of Georgia, Inc.
------------------------------------
Effective  July 1, 2004, the Company acquired all outstanding shares of PRG from
Billy  V.  Ray,  Jr.,  the  controlling stockholder and CEO of Charys. Under the
terms of the Stock Purchase Agreement between Charys and Mr. Ray, the minimum to
be  paid  is  $250,000, with additional consideration contingent upon five times
the total earnings before interest, taxes, and depreciation of PRG over a period
ending  12  months after the July 30, 2004 closing date of the acquisition, to a
maximum  of $1,250,000. The stock purchase was financed by a note to Mr. Ray for
$250,000,  with  6%  interest  payable monthly and commencing one year after the
closing  date.  The  note  and  additional consideration, if any, is payable two
years  after  the  closing  date, and may be paid in cash or the common stock of
Charys  at  the  option  of  the  Company.  The  total consideration to be paid,
including  the  $250,000  minimum,  is  subject  to reduction depending upon the
ultimate  outcome  of  certain pre-acquisition contingent liabilities of PRG, as
disclosed in more detail in Note 8. Given the historic and projected performance
of  PRG and management's assessment of the likelihood the contingent liabilities
will  be realized, management believes it is remote that the total consideration
to  be  paid  will  exceed  $250,000.

Due  to  the common control and absence of non-controlling minority interests in
PRG,  the  transaction was characterized as a transfer of assets, or potentially
an  exchange of shares, in accordance with SFAS No. 141 "Business Combinations",
and  not as a purchase. Under SFAS No. 141, a transfer of net assets or exchange
of  shares  between  entities  under  common  control  is  accounted  for by the
receiving  entity (Charys) recognizing the assets and liabilities transferred at
their carrying amounts in the accounts of the transferring entity (PRG), and not
at  fair  value  in  the  case  where the purchase method of accounting applies.
Accordingly,  the  initial  $250,000  consideration  was  reflected  in  the
accompanying  2005  consolidated  balance  sheet as a reduction of stockholders'
equity.  As  required  by  SFAS  No.141, the accompanying consolidated financial
statements are presented as if the transfer had occurred at the beginning of all
periods  presented.

CCI Telecom, Inc.
-----------------
On  March  4, 2005, the Company, through a wholly-owned subsidiary, acquired all
of  the  outstanding common stock of CCI Telecom, Inc. As initial consideration,
the  CCI  shareholders  received  cash and 795,342 shares of Charys common stock
valued  at $0.45 per share, which was the closing price on the acquisition date.
Under  the  terms  of  the  purchase agreement, the CCI shareholders may also be
entitled to additional ("earn-out") consideration in cash or Charys common stock
over  a  two-year  period following the acquisition, based on the performance of
CCI. Management's estimate of the ultimate additional consideration that will be
paid  under


<PAGE>
the  earn-out  provision  is  $2.7  million,  which was included in the purchase
accounting  and is presented in the accompanying 2005 consolidated balance sheet
as  a  contingent  liability. However, under the purchase agreement formula, the
maximum  amount  of  the  earn-out liability could be $5.4 million. The purchase
agreement also provides for potential additional consideration to be paid, based
on the future stock performance of Charys (see Note 8 - Other Contingencies). In
connection  with  this  acquisition, Charys also issued 302,100 common shares to
consultants  required  under  an  agreement  dated February 27, 2004. Additional
consideration  resulting  in  future  periods from these earn-out and make whole
provisions,  if  any,  will  be  recorded  to  goodwill.

The  Company  determined the total cost of the acquisition at $3.3 million, with
$3.5 million in net liabilities assumed, resulting in an excess of consideration
over  value  received  of  $6.8  million.  The  Company  engaged  an independent
consultant  to  assess  the  excess  consideration  for  potential  amortizable
intangible  assets  and  to  determine  a  value  for  such  assets  that may be
identified.  The  intangible  asset  identified as having value was the acquired
contract  backlog,  which  was  valued  at $172,000. Accordingly, this value was
recorded in the purchase accounting as an amortizable intangible asset, with the
remainder of the excess consideration of $6.7 million recorded as goodwill as of
the  acquisition  date. The contract backlog intangible asset is being amortized
at  a  rate  which  approximates  the completion rate of the underlying acquired
contracts.  Due  to  the  short  term  nature  of  the  acquired contracts, this
intangible  asset  will  be  fully  amortized  during  fiscal  year  2006.

The  following summary presents the estimated fair values of the assets acquired
and  liabilities  of  CCI  assumed  as  of  the  effective  date of acquisition:

<TABLE>
<CAPTION>
<S>                                         <C>
Current assets                              $6,119,857
Property and equipment                          715,108
Other non-current assets                        146,847
                                            -----------
  Total assets acquired                       6,981,812
                                            -----------

Current liabilities (other than bank debt)    4,246,438
Bank debt (all current)                       6,258,939
                                            -----------
  Total liabilities assumed                  10,505,377
                                            -----------

  Net liabilities assumed                   $ 3,523,565
                                            ===========
</TABLE>

Pro Forma Information
---------------------
Unaudited  pro  forma  information  for the Company is presented below as if the
acquisition  of  CCI  had  taken  place as of May 1 for each of the fiscal years
presented.  The  reserve  for  contract losses of $1 million on the acquired CCI
contracts,  established by the Company through purchase accounting (see Note 9),
has  been  included  as  losses in the 2005 pro forma information. As previously
noted,  the  acquisition  of  PRG was accounted for as a transfer of assets, and
thus  results  of  its  operations  for  the years presented are included in the
accompanying  audited consolidated statements of operations and not as pro forma
information. This pro forma information does not purport to be indicative of the
results  of operations which would have resulted had the acquisition of CCI been
consummated  at  the  dates assumed. Amounts are stated in thousands, except for
the  per  share  data.

<TABLE>
<CAPTION>
                                    Years Ended April 30,
                                  --------------------------
                                      2005          2004
                                  --------------------------
                                  (Unaudited)   (Unaudited)
<S>                               <C>           <C>
Revenues                          $    21,766   $    22,038
Net loss                          $    (2,606)  $    (4,791)
Basic and diluted per share loss  $     (0.41)  $     (0.85)
</TABLE>

7.     Debt

CCI Debt Restructuring
----------------------
As of the CCI acquisition on March 4, 2005, the credit facilities assumed by the
Company  and  their  status  were  as  follows:

-  Revolving  line  of credit with The Frost National Bank ("Frost Bank") with a
borrowing  base  at  the  lesser  of  $5  million  or  80%  of eligible accounts
receivable  and 50% of net costs and estimated earnings in excess of billings on
uncompleted  contracts.  Interest on the outstanding borrowings was based on the
prime  rate  plus 3% and borrowings were collateralized by all assets of CCI. At
the  acquisition  date,  CCI's  outstanding  borrowings under the line of credit
totaled $4.55 million. The line of credit was under an extension agreement dated
February  1,  2005,  which  reduced  the maximum borrowings to $4.55 million and
required  CCI  to  pay  monthly interest-only payments at the prime rate plus 3%
until  August  1,  2005, at which time the outstanding principal would be due in
full.

-  Term  loan  with  Frost  Bank, the outstanding principal balance of which was
$1.71 million at the acquisition date. The loan was under an extension agreement
dated February 1, 2005, in which CCI would pay monthly interest-only payments at
the  prime  rate plus 3% until September 20, 2005, at which time the outstanding
principal  would  be  due  in  full.

Effective  April  25,  2005,  Charys entered into an agreement (the "Agreement")
with  Frost Bank relating to the retirement of these credit facilities. Pursuant
to  the  terms  of  the  Agreement,  Frost  Bank  unconditionally  canceled  the


<PAGE>
outstanding  obligation  due  under  the  term loan, the balance at that time of
which was $1.67 million. The terms under which Charys satisfied CCI's obligation
to  Frost  Bank  for  the  term  loan  were  as  follows:

-  Charys  issued  Frost Bank 400,000 shares of the Company's Series B preferred
stock  (see  Note 10). Each share of the preferred stock is convertible into one
share  of  Charys' common stock. The shares are non-voting and are not under any
mandatory  redemption  requirements.

-  All  common  stock  warrants  previously  issued  by  CCI  to Frost Bank were
terminated.

-  Frost  Bank  extended  the  final  maturity of the existing credit line for a
period  of  six  months  from  February  1,  2005  until  August  1,  2005  (the
"Forbearance  Period").  The  line of credit was renewed at $4.55 million, which
were  the  outstanding  borrowings  under  the  credit  line  at April 25, 2005.

Upon  execution  of  the  Agreement  on April 25, 2005, the Company recorded the
cancellation of the outstanding balance of the Frost Bank term loan. The Company
also  recorded costs associated with the debt retirement, including a fair value
of  $160,000 for the preferred stock issued and $59,371 for accrued professional
and  consultant  fees,  resulting  in  a net gain on the term loan retirement of
$1.45  million  for  the year ended April 30, 2005, as shown in the accompanying
2005  consolidated  statement  of  operations.

To  complete  the  restructuring  of CCI's debt, the Agreement also provided for
Frost  Bank  to release of all debt security interests and liens relating to the
credit  line  in  consideration  for  it  receiving  the  following  during  the
Forbearance  Period:

-  Delivery to Frost Bank of a one-time cash payment of $2.5 million, reduced by
any  net  pay-down  during  the  Forbearance  Period.

-  Execution  by  Charys of a $300,000 promissory note in favor of Frost Bank at
12%  interest,  maturing  13  months  after  issuance.

-  Issuance  by Charys of 500,000 shares Series C preferred stock to Frost Bank,
with  each  share to be non-voting, convertible into one share of Charys' common
stock,  and  not  under mandatory redemption requirements. The shares issued are
restrictive  as  to  their  disposition by Frost Bank. However, Charys agreed to
file  a  registration  statement with the SEC to cover the common stock issuable
upon  the  conversion  of  the  preferred  stock.

-  Delivery of a put option by Charys to Frost Bank with respect to the Series C
preferred  stock  held by Frost Bank to sell the shares to Michael J. Novak, the
previous  and  current  president  of  CCI,  at  the  price  of $3.50 per share.

On  July 29, 2005 and prior to the expiration of the Forbearance Period, Charys,
through  its  subsidiary  CCI,  closed  on  a  new $5 million asset based credit
facility  with CAPCO Financial Company ("CAPCO"). The finance agreement provides
for CAPCO to make cash advances to CCI based on 85% of accounts receivables that
are  90 days or less from invoice date. The initial term of this agreement is 12
months  from  the closing date. Interest is payable on outstanding borrowings at
the prime rate plus 6%. CAPCO will also receive a seven-year warrant to purchase
up  to 862,069 shares of Charys common stock at $0.29 per share. The facility is
secured  by a first lien position on the assets of CCI. The initial draw-down of
the  facility  was  approximately  $2.6 million, of which $2.5 million, combined
with  a  $300,000  unsecured note and the issuance of 500,000 shares of Series C
preferred  stock,  was  used  to  pay-off the existing Frost Bank line of credit
obligation  of  $4.55  million  under  the  terms  of  the Agreement, which also
occurred  on  July  29,  2005.

Short-Term Borrowings
---------------------
Borrowings  due on demand or with stated maturities of less than one year are as
follows  at  April  30,  2005  and  2004:

<TABLE>
<CAPTION>
                                                              2005     2004
                                                            --------  -------
<S>                                                         <C>       <C>
Unrelated parties:
Advance from financing company, due on demand at no
interest, unsecured                                         $140,000  $     -

Notes payable to individuals, due on demand at no
interest, unsecured                                           89,000   30,100

Note payable to bank at 6% interest, due May 2005,
unsecured                                                     25,000   18,783

Note payable to bank, paid in 2005                                 -   39,500
                                                            --------  -------

  Total short-term borrowings - unrelated parties           $254,000  $88,383
                                                            ========  =======

Related parties:
Advance from shareholder for stock purchase, due on
demand at no interest, unsecured                            $ 50,000  $     -

Advances payable to ICS officer, due on demand at no
interest, unsecured                                          200,546        -

Note payable to PRG officer, due on demand at no interest,
unsecured                                                     57,966   34,000
                                                            --------  -------

  Total short-term borrowings - parties                     $308,512  $34,000
                                                            ========  =======
</TABLE>

Long-Term Debt
--------------

<TABLE>
<CAPTION>
                                                             2005       2004
                                                           ---------  ---------
<S>                                                        <C>        <C>
Unrelated parties:
Various notes to financing companies for vehicles and
equipment due June to December 2005                        $ 10,429   $ 33,030

Note payable to financing company on equipment, interest
at 5.7%, due November 2007                                   21,927          -

Capital leases on equipment with finance companies due
in 2006                                                      15,409      1,188
                                                           ---------  ---------

Total long-term debt - unrelated parties                     47,765     34,218
Less current portion                                        (33,945)   (18,951)
                                                           ---------  ---------

Non-current debt - unrelated parties                       $ 13,820   $ 15,267
                                                           =========  =========

Related parties:
PRG acquisition note payable to Charys CEO, due July
2006, including accrued interest at 6%, secured by common
stock of Charys                                            $260,938   $250,000
                                                           =========  =========
</TABLE>


<PAGE>
Aggregate  maturities  required  on  all long-term debt at April 30, 2005 are as
follows:

<TABLE>
<CAPTION>
<S>                     <C>
Years ending April 30,
      2006              $ 33,945
      2007               269,521
      2008                 5,237
                        --------
                        $308,703
                        ========
</TABLE>

8.     Commitments and Contingencies

Commitments  and  contingencies  not  otherwise  disclosed in these notes to the
consolidated  financial  statements  are  as  follows:

Operating Leases
----------------
The Company and its subsidiaries lease office space, equipment, automobiles, and
office  equipment  under long-term, non-cancellable operating leases expiring in
various  years  through  2015.  Total  rent expense for all leases for the years
ended  April  30,  2005  and  2004  was $293,080 and $7,641.Future minimum lease
payments  under  non-cancellable  operating  leases  at  April  30,  2005 are as
follows:

<TABLE>
<CAPTION>
<S>                     <C>
Years ending April 30,
      2006              $  883,185
      2007                 698,474
      2008                 382,732
      2009                 300,982
      2010                 231,996
      Beyond 2010        1,159,980
                        ----------
                        $3,657,349
                        ==========
</TABLE>

Guarantees
----------
On  November  24,  2003  Spiderboy's president and majority shareholder, Mark N.
Pardo, sold controlling interest to two investors for $250,000. Charys co-signed
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' common
stock  with  $30,000  due  on  January  24, 2004 and $13,000 due each month from
February 24, 2004 to November 24, 2004. This obligation was paid in full and the
Charys  stock  released  as  security  during  the  year  ended  April 30, 2005.

IRS Penalty Assessments
-----------------------
The  tax penalty contingency of PRG referred to in Note 6 relates to IRS penalty
assessments  associated  with  the  timing and method used by PRG to pay payroll
taxes,  primarily relating to fiscal year 2004 before its acquisition by Charys.
PRG  has  been  notified  of  penalty  assessments of approximately $494,000 and
$211,000  as  of  April  30,  2005  and  2004.  Because a preponderance of these
penalties  relate  to an erroneous method used to pay the taxes and not for late
payment,  management  is  currently  negotiating  with  the  IRS  for  a penalty
reduction,  however,  there is no assurance any of the penalties will be abated.
Accordingly,  the  Company has accrued for these assessments, which are included
in  accounts  payable  and  accrued  expenses  in  the accompanying consolidated
balance  sheets.

Other Contingencies
-------------------
Contained  in  the  purchase  agreements for the acquisition of PRG and CCI (see
Note  6)  and  purchase  of  real  estate  from CCI Associates (see Note 11) are
"make-whole"  provisions,  whereby  Charys  is  committed  to issuing additional
common shares or paying cash to the sellers if the market price of the Company's
stock fails to achieve certain levels by the second anniversary of the effective
dates  of  these  transactions,  in  accordance  with  formulas set forth in the
respective  purchase agreements. Whether the make-whole amounts are paid in cash
or  in  the  Company's common stock is at the discretion of Charys. Should these
contingencies  materialize  and  Charys elects to issue additional common stock,
further  common  stock  issuances  to  consultants  will be required under their
agreement  with  Charys dated February 27, 2004. Because these contingencies are
dependent upon the future price of the Company's stock, it is impossible for the
Company  to  reasonably estimate the amount of potential liability, if any, from
these  make-whole  provisions.  Accordingly,  the accompanying 2005 consolidated
financial statements do not include any effects of these contingencies. However,
the  effects  of  these  contingencies,  should  they  occur, could be material,
depending upon the extent of the short fall in the future stock price versus the
make-whole  target  price.

9.     Reserves for Contract Losses

The  Company  recorded  a  $450,000  reserve  in the purchase accounting for the
acquisition  of  CCI to reflect what the Company believed to be the net billable
value  for  costs  and  estimated  earnings  on  uncompleted contracts as of the
acquisition  date.  Subsequent  to the acquisition, the Company has utilized the
reserve  for  contract  losses  only  on  those  jobs specifically identified as
uncompleted  contracts  at  the  date of acquisition. During the period March 4,
2005  to  April  30,  2005, $150,000 of this reserve was utilized, with $300,000
remaining  at  April  30,  2005.


<PAGE>
10.     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 2004 consolidated
financial  statements.

Preferred Stock
---------------
Series A - On December 16, 2003, Spiderboy issued two consultants 500,000 shares
each  of  Series A preferred stock. The Series A preferred stock is not entitled
to  receive  any  dividends and is not convertible into shares of Charys' common
stock.  A  holder  of  the Series A preferred stock is entitled to 250 votes per
share.  The  shares  are  not  under  any mandatory redemption requirements. 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.

Series  B - On April 25, 2005, Charys issued Frost Bank 400,000 shares of Series
B  preferred  stock  (see  Note 7). The shares are non-voting, and each share is
convertible into one share of Charys' common stock. The shares are not under any
mandatory  redemption  requirements.

Shares Issued under Consulting and Purchase 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'
common  stock  to  the  consultants  in  full consideration for general business
consulting  services  to be provided, including business planning, acquisitions,
and  capital  development. 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 included in accounts payable and accrued expenses
in  the  accompanying  2004  consolidated  balance sheet for the initial 966,664
shares  of  common  stock  initially issuable under these agreements. During the
year  ended  April  30,  2005,  these shares were issued at an assigned value of
$1.30  per share and the recorded liability was relieved. 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.

As  presented  in  the  accompanying  2005  consolidated statement of changes in
shareholders'  equity,  a  total  of  2,139,218  common  shares  were  issued in
accordance with various agreements for director and consultant services, and for
transactions  described  elsewhere  in  these  notes.  The  Company assigned the
current  market price to these shares as of the time at which the parties became
entitled  to the shares, as management believes this provides the best indicator
of  value  received.

S-Corporation Shareholder Distributions
---------------------------------------
The  S-corporation  shareholder  distributions  as presented in the accompanying
2004  consolidated financial statements relate to distributions paid to Billy V.
Ray,  Jr.,  the  former sole shareholder of PRG and current Charys CEO, during a
period  prior  to  the Company's actual acquisition of PRG and at which time PRG
had  been  a  Subchapter  S-corporation.

Stock-Based Compensation
------------------------


<PAGE>
The  Company  has  two incentive stock option plans under which, in combination,
provide  for compensatory grants of common stock options to employees, directors
and  independent consultants. The length of the option period under each plan is
not  to  exceed  ten  years,  and the exercise price must be at least 85% of the
market  price of the Company's common stock at the date of the grant. Options to
purchase  five  million  shares  are  available  under  these  plans.

There  were no outstanding options granted as of April 30, 2004. During the year
ended  April  30,  2005, options for a total of 2,650,000 shares were granted by
the  Company.  All  options  granted expire ten years after the grant date at an
exercise  price  of  $.40  per share, and were exercisable upon grant. Remaining
exercise periods on the outstanding options at April 30, 2005 range from nine to
ten  years.  No  options  had been exercised or forfeited as of that date. There
were no outstanding options to purchase common stock at prices that exceeded the
average market price for the year ended April 30, 2005. 200,000 of these options
were granted to a non-employee consultant. The fair value and expense recognized
for  these  options  was  $15,986  for  the  year  ended  April  30,  2005.

2,450,000  options were granted to employees and directors during the year ended
April  30,  2005. The Company accounts for stock-based compensation to employees
and  directors  in  accordance  with  SFAS  No. 123, "Accounting for Stock Based
Compensation",  which  allows  the  continued  use of the intrinsic value method
provided under Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued  to  Employees" in lieu of a fair value measurement. The intrinsic method
provides  for  the recognition of stock option expense at the value in which the
market  price  exceeds  that  of  the exercise price at the time the options are
exercisable.  The  Company  has not elected early adoption of SFAS 123(R), which
discontinues  use  of the intrinsic value method and requires fair value expense
recognition  for  all  options  granted.  No  charges  were  made to earnings in
connection  with  these  options,  as  all options granted had an exercise price
equal  to  the market value of the underlying common stock on the date of grant.
The  following  table  illustrates  the effects on net earnings and earnings per
share  for  the  year  ended  April  30,  2005  if  the  Company had applied the
optional  fair  value  recognition  provisions  of  SFAS  No. 123 to these stock
options  granted.

<TABLE>
<CAPTION>
<S>                                                        <C>
Net earnings, as reported                                   $106,402
  Deduct: Total stock-based employee compensation
    expense determined under fair value -based method for
    all awards, net of related tax effects                  (465,500)
                                                           ----------

Pro forma net loss                                         $(359,098)
                                                           ==========

Earnings (loss) per share:
  Basic - as reported                                      $    0.02
  Basic - pro forma                                        $   (0.07)
  Diluted - as reported                                    $    0.02
  Diluted - pro forma                                      $   (0.07)
</TABLE>

The  Company  used  the  Black-Scholes  options pricing model for measuring fair
value.  Variables  used  under  this  model  were  as  follows:

Expected dividends          - 0-
Risk-free interest rate    4.09%
Volatility              29%

Earnings Per Share
------------------
The  computation  of  basic and diluted earnings per share is as follows for the
years  ended April 30, 2005 and 2004. Net loss for the year ended April 30, 2004
has  been  restated  to  reflect  the  combined  companies  disclosed in Note 6.

<TABLE>
<CAPTION>
                                                             2005         2004
                                                          ----------  ------------
<S>                                                       <C>         <C>
Numerator:
Net earnings (loss) available to common stockholders      $  106,402  $(2,419,918)
                                                          ==========  ============

Denominator:
Weighted average shares outstanding - basic                5,382,983    4,527,161
Effect of dilutive securities - common stock options and
  convertible Series B preferred stock                     1,052,603            -
                                                          ----------  ------------

Weighted average shares outstanding - diluted              6,435,586    4,527,161
                                                          ==========  ============

Net earnings (loss) per share of common stock:
Basic                                                     $     0.02  $     (0.53)
Diluted                                                   $     0.02  $     (0.53)
</TABLE>

11.     Real Estate Transactions

On  April 29, 2005, the Company purchased the land and building comprising CCI's
corporate headquarters from CCI Associates, Ltd. ("CCI Associates"). The Company
issued  250,000  common shares to the sellers as consideration, assumed mortgage
debt of $963,298, and incurred transaction costs and liabilities of $164,719. In
connection  with  this  acquisition,  Charys also issued 94,959 common shares to
consultants  required under an agreement dated February 27, 2004, resulting in a
total  purchase  cost  for the real estate of $1,261,594. The purchase agreement
also  provides for potential additional consideration to be paid to the sellers,
based  on  the  future  stock  performance  of  Charys  (see  Note  8  -  Other
Contingencies).  Charys  and  CCI  Associates  are  related parties, in that the
president  of  CCI  has  a  controlling  interest  in  CCI  Associates.

Concurrent with the purchase of the real estate, on April 29, 2005 the Company
sold the property to an unrelated third party for $2.2 million, resulting in a
gain (net of transaction costs) of $869,793. Effective May 1, 2005, the


<PAGE>
purchaser,  CCI  and  Charys entered into a lease contract whereby the purchaser
leased  the property to CCI Telecom and Charys for a 10-year term, commencing on
May  1,  2005,  and  terminating  on  April  30,  2015.

12.     Segment Reporting

The  Company's  operations  have  been  classified  into  two business segments,
telecommunication infrastructure services and general business support services.
This  segmentation best describes the business activities of the Company and how
management  assesses  the Company's performance. Information about the nature of
these segment services, geographic operating areas and customers is described in
Note  1.  Summarized  financial information by business segment for fiscal years
2005  and  2004  is  presented  below.  All  segment  revenues were derived from
external  customers.  No  segment  information  for  2004  is  depicted  for
telecommunications infrastructure services. As previously disclosed, the Company
had no operations in this business segment until its purchase acquisition of CCI
on  March  4, 2005. Although the Company did not acquire PRG until July 1, 2004,
information  for  this subsidiary is included in the 2004 segment information as
if  it  had been acquired at the beginning of 2004 for the reason stated in Note
6.  Amounts  are  stated  in  thousands.

<TABLE>
<CAPTION>
                                                  Years Ended April 30,
                                              --------------------------
                                                  2005          2004
                                              --------------------------
<S>                                           <C>           <C>
Net revenues:
  Telecommunications infrastructure services  $     2,693   $         -
  General Business Services                         4,290         4,704
                                              ------------  ------------
                                              $     6,983   $     4,704
                                              ============  ============
Depreciation and amortization:
  Telecommunications infrastructure services  $       110   $         -
  General Business Services                            38            64
                                              ------------  ------------
                                              $       148   $        64
                                              ============  ============
Loss from operations:
  Telecommunications infrastructure services  $      (506)  $         -
  General Business Services                          (461)         (557)
                                              ------------  ------------
                                              $      (967)  $      (557)
                                              ============  ============
Interest expense:
  Telecommunications infrastructure services  $       136             -
  General Business Services                            20   $        18
                                              ------------  ------------
                                              $       156   $        18
                                              ============  ============
Segment assets:
  Telecommunications infrastructure services  $    14,482   $         -
  General Business Services                           385           454
                                              ------------  ------------
                                              $    14,867   $       454
                                              ============  ============
</TABLE>

The  following  are  reconciliations  of reportable segment revenues, results of
operations,  assets  and  other  significant items to the Company's consolidated
totals  (amounts  stated  in  thousands):

<TABLE>
<CAPTION>
                                                       Years Ended April 30,
                                                    --------------------------
                                                        2005          2004
                                                    ------------  ------------
<S>                                                 <C>           <C>
Net revenues:
  Total for reportable segments                     $     6,983   $     4,704
  Corporate                                                 500             -
                                                    ------------  ------------
  Total consolidated net revenues                   $     7,483   $     4,704
                                                    ============  ============

Depreciation and amortization:
  Total for reportable segments                     $       148   $        64
  Corporate                                                   -             -
                                                    ------------  ------------
  Total consolidated depreciation and amortization  $       148   $        64
                                                    ============  ============

Loss from operations:
  Total for reportable segments                     $      (967)  $      (557)
  Corporate                                              (1,117)       (1,898)
                                                    ------------  ------------
  Total consolidated loss from operations           $    (2,084)  $    (2,455)
                                                    ============  ============

Interest expense:
  Total for reportable segments                     $       156   $        18
  Corporate                                                  10             -
                                                    ------------  ------------
  Total consolidated interest expense               $       166   $        18
                                                    ============  ============

Segment assets:
  Total for reportable segments                     $    14,867   $       454
  Corporate                                                  92             -
                                                    ------------  ------------
  Total consolidated assets                         $    14,959   $       454
                                                    ============  ============
</TABLE>

13.     Income Taxes

The Company files a consolidated federal tax return with its subsidiaries. There
was  no  current  federal  tax provision or benefit recorded for the years ended
April  30,  2005  and  2004.  The  Company has net operating loss carryovers for
income  tax purposes of $4.8 million as of April 30, 2005, which expire over the
years  2012  through  2019.

Deferred  taxes  were  comprised  of  deferred  tax  assets  of $2.1 million and
$735,000,  and  no  deferred  tax  liabilities,  as  of April 30, 2005 and 2004.
Deferred  tax  assets  were  derived  substantially  from the net operating loss
carryovers  available at these dates, and were computed at an effective combined
federal  and  state  income  tax  rate  of  38%.   Because it is uncertain as to
whether  the  Company  will have taxable income in future periods to realize any
deferred  tax benefits arising from the loss carryovers, the Company recorded an
allowance  that  off-sets  the  entire  balance of the deferred tax assets as of
April  30,  2005 and 2004. Accordingly, no deferred tax effects are presented in
the  accompanying  consolidated  financial  statements.  The  deferred tax asset
valuation  allowance  increased  by  $1.4  million and $485,000 during the years
ended  April  30,  2005  and  2004.

The following is a reconciliation from the expected federal statutory income tax
rate  to the Company's actual income tax rate for the years ended April 30, 2005
and  2004:

<TABLE>
<CAPTION>
                                 2005     2004
                                -----------------
<S>                             <C>      <C>
Income tax (benefit) expected    0.34%    (0.34)%
Valuation allowance             (0.34)%    0.34%
                                -------  --------

Actual income tax (benefit)         -%        -%
                                =======  ========
</TABLE>

14.     Related Party Transactions

Transactions  with related parties not otherwise disclosed in these notes to the
consolidated  financial statements were as follows for the years ended April 30,
2005  and  2004:

- A significant customer of PRG is owned by an officer of PRG, who acquired this
company  in  June  2005, prior to the acquisition of PRG by Charys. Net revenues
(net  of payroll costs) attributable to this customer were $681,018 for the year
ended  April  30,  2005.

-  PRG  has  a  month-to-month  operating  lease for its office space with a PRG
officer-employee, who was an owner of a predecessor company of PRG. Rent expense
under  the  lease  was $26,217 and $42,260 during the years ended April 30, 2005
and  2004.


<PAGE>
- As part of the CCI acquisition on March 4, 2005, the Company assumed the lease
on  CCI's  headquarters  facility  held  by  CCI  Associates.  By  virtue of the
acquisition,  this  company  became  related to Charys by common control, as the
president of CCI has a controlling interest in CCI Associates. This relationship
terminated  upon  the Company's purchase of the property on April 29, 2005. Rent
paid  under  this lease to CCI Associates was $37,429 during the period March 4,
2005  through  April  29,  2005.

-  Interest  relating  to  the  PRG  acquisition note payable to Charys' CEO was
accrued  in  the  amount  of  $10,938.

15.     Employee Benefit Plans

The  Company's  operating subsidiaries sponsor contributory defined contribution
retirement  plans  which  cover substantially all of their employees over age 21
who  have  completed  one  year of service consisting of at least 1,000 hours of
service.  The  plans  are  administered  by  third-party  administrators.  The
sponsoring  subsidiaries  may  elect to make matching contributions based upon a
percentage  of  the  participant's  deferred  salary contributions They may also
elect to make additional contributions, the amount and timing of which is at the
discretion  of  each  sponsor's board of directors. Total amounts contributed to
these  plans were $6,726 and $6,676 for the years ended April 30, 2005 and 2004.

16.     Supplemental Cash Flow Information

Non-Cash Financing and Investing Activities
-------------------------------------------
- The acquisition of CCI on March 4, 2005 was a non-cash transaction, other than
the  nominal amount of cash acquired and cash paid, as shown in the accompanying
2005  consolidated  statement of cash flows. As disclosed in Note 6, the Company
acquired  $2.8  million  in net assets and assumed $6.3 million in bank debt, in
exchange  for  common  shares  and a contingent earn out liability totaling $3.3
million.

-  The  purchase  of  real estate property on April 29, 2005 from CCI Associates
(see  Note  11)  was  a  non-cash  transaction in which the Company acquired the
property  in exchange for common shares and assumption of mortgages and purchase
related  liabilities  totaling  $1.3  million.

-  On  March 18, 2005, common shares valued at $1.3 million were exchanged for a
liability  due  to  consultants  that had been accrued as of April 30, 2004 (see
Note  10).

-  Liabilities  owed  to  shareholders  totaling $76,593 were donated as capital
during  the  year  ended  April  30,  2004.

Cash Paid for Interest/Income Taxes
-----------------------------------
Cash  paid  for  interest was $145,198 and $18,102 for the years ended April 30,
2005  and  2004.  No  cash  was  paid  for  income  taxes  for  these  years.

17.     Major Customers

The five largest customers of CCI represent 66% of its annual revenues, with its
largest  customer accounting for 33% of annual revenues. The six largest clients
of  PRG  represent  39%  of  its  client  billings,  with  its  largest  client
representing  13%  of  annual  billings.

18.     Selected Quarterly Consolidated Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                             First       Second       Third        Fourth
                                            Quarter     Quarter      Quarter      Quarter
                                          -----------  ----------  -----------  ------------
<S>                                       <C>          <C>         <C>          <C>
Year Ended April 30, 2005
-------------------------
  Net revenues                            $1,663,903   $1,286,108  $  975,216   $ 3,557,472
  Gross profit                            $  692,850   $  516,093  $  263,431   $   403,728
  Net earnings (loss)                     $  117,536   $   14,373  $ (821,891)  $   796,384
  Diluted net earnings (loss) per share   $     0.02   $     0.00  $    (0.16)  $      0.10

Year Ended April 30, 2004
-------------------------
  Net revenues                            $1,018,805   $1,256,355  $1,271,894   $ 1,157,274
  Gross profit                            $  343,408   $  411,122  $  442,258   $   280,842
  Net earnings (loss)                     $  (19,181)  $   42,808  $ (463,773)  $(1,979,772)
  Diluted net earnings (loss) per share   $     0.00   $     0.00  $    (0.10)  $     (0.41)
</TABLE>


<PAGE>