SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-KSB/A
                                 AMENDMENT NO.4
(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          (I.R.S. Employer Identification No.)
   of incorporation or organization)

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

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

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

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


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

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

     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.

     Transitional Small Business Disclosure Format (Check One):  Yes [_]  No [X]


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


<S>             <C>                                                                                    <C>
Item 1.         Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2.         Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 3.         Litigation, Claims and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 4.         Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . 1
Item 5.         Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . 2
Item 6.         Management's Discussion and Analysis and Plan of Operation. . . . . . . . . . . . . . . 2
Item 7.         Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Item 8.         Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. .10
Item 8A.        Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Item 9.         Directors and Executive Officers of the Registrant. . . . . . . . . . . . . . . . . . .10
Item 10.        Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Item 11.        Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Item 12.        Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . .11
Item 13.        Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Item 14.        Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . .13
Signatures
Certifications
</TABLE>


                                        i
<PAGE>
                                EXPLANATORY NOTE

     On  September  6, 2005 we filed with the Securities and Exchange Commission
our  Annual Report on Form 10-KSB/A, Amendment No. 3 for the annual period ended
April  30,  2004.  This Amendment No. 4 to our Annual Report on Form 10-KSB/A is
being  filed  to  amend  the  information in Item 6, Management's Discussion and
Analysis  or  Plan  of  Operation,  and Item 7, Financial Statements, of Part I.
Subsequent  to the filing of Annual Report on Form 10-KSB/A, Amendment No. 3 for
the  annual  period  ended April 30, 2004, the Registrant's management and Audit
Committee,  after  consultation  with  the Registrant's independent accountants,
determined  that  the  financial  statements  for  the year ended April 30, 2005
required  restatement  to  correct the accounting for two transactions occurring
during  that period which did not comply with U.S. generally accepted accounting
principles.  The  filing  of  this  Form  10-KSB/A,  Amendment  No. 4, is not an
admission  that  our Form 10-KSB/A, Amendment No. 3 for the year ended April 30,
2005,  when filed, knowingly included any untrue statement of a material fact or
omitted  to  state a material fact necessary to make the statements made therein
not  misleading.

     Except  as  described herein, no other changes have been made to our Annual
Report  on  Form  10-KSB/A.  We  have  not  updated the disclosures in this Form
10-KSB/A,  Amendment  No.  4,  to  speak as of a later date or to reflect events
which  occurred  at  a  later  date.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     In  light  of  the  risks  and  uncertainties  inherent  in  all  projected
operational  matters,  the  inclusion of forward-looking statements in this Form
10-KSB/A  should  not  be regarded as a representation by us or any other person
that  any  of  our  objectives  or  plans  will  be  achieved or that any of our
operating expectations will be realized.  Our revenues and results of operations
are  difficult  to  forecast and could differ materially from those projected in
the  forward-looking  statements  contained in this Form 10-KSB/A as a result of
certain  risks  and  uncertainties  including,  but not limited to, our business
reliance  on  third  parties  to  provide  us  with  technology,  our ability to
integrate  and  manage  acquired  technology,  assets,  companies and personnel,
changes  in market condition, the volatile and intensely competitive environment
in the telecommunications and Internet industries, entry into new and developing
markets, customer information systems, rapid technological change, the expansion
of  our  network and our dependence on key and scarce employees in a competitive
market  for  skilled  personnel.  These  factors  should  not  be  considered
exhaustive;  we  undertake  no obligation to release publicly the results of any
future  revisions we may make to forward-looking statements to reflect events or
circumstances  after  the  date  hereof  or  to  reflect  the  occurrence  of
unanticipated  events.

                                     PART I

ITEM 1.     BUSINESS.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

ITEM 2.     DESCRIPTION OF PROPERTY.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

ITEM 3.     LEGAL PROCEEDINGS.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

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

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.


                                      -1-
<PAGE>
                                     PART II

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

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

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 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;


                                      -2-
<PAGE>
  -  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.

<TABLE>
<CAPTION>
                                           2005                     2004             $ Change    % Change
                                ------------------------  -------------------------  ----------  ---------
<S>                             <C>          <C>          <C>           <C>          <C>         <C>
Revenues                        $7,482,699        100.0%  $ 4,704,328        100.0%  $2,778,371      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                     1,285,401         17.2        35,054          0.7    1,250,347    3566.9

Net earnings (loss)               (798,598)         N/M    (2,419,918)         N/M    1,621,320       N/M %

Net earnings (loss) per share        (0.15)                     (0.53)                     0.38       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  are  from  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.


                                      -3-
<PAGE>
     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%

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
6,1480.7 percent to $2,190,401 in fiscal 2005.  The following table presents our
other  income  for  the  years  ended  April  30,  2005  and  2004:


                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                                   2005                     2004             $ Change    % Change
                        ------------------------  ------------------------  -----------  ---------
<S>                     <C>          <C>          <C>          <C>          <C>          <C>
Gain on debt
retirement              $1,450,985        112.9%  $        0         -   %  $1,450.985        N/M%

Gain (Loss) on sale of
real estate                (34,753)        (2.8)           0            -      (34,753)       N/M

Interest expense          (166,259)       (12.9)     (18,102)       (51.6)    (148,157)    (818.5)

Other income, net           35,428          2.8       53,156        151.6      (17,728)      33.4
                        ------------------------  ------------------------  -----------

Total                   $1,285,401        100.0%  $   35,054        100.0%  $1,250,347     3566.9%
                        ------------------------  ------------------------  -----------
</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.

     Loss  on  sale of real estate in the amount of $34,753 in fiscal 2005 was a
result of transactions on April 29, 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 loss for
fiscal 2005 was $798,598 as compared to a net loss of $2,419,918 in fiscal 2004.
Net  loss  per  common  share  on  5.3 million basic shares was $0.15 and on 5.9
million  diluted  shares  was  $0.15, 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.


                                      -5-
<PAGE>
  -  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  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


                                      -6-
<PAGE>
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 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.


                                      -7-
<PAGE>
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 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:


                                      -8-
<PAGE>
  -  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>

     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.


                                      -9-
<PAGE>
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)  $  (798,598)  $(2,419,918)  $  1,621320           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               $  (483,922)  $(2,337,812)  $ 1,853,890           N/M%
                     ------------  ------------  ------------
</TABLE>

     EBITDA  improved  by  $1,853,890 in fiscal 2005 as compared to fiscal 2004,
primarily due to the transactions related to the gain on the retirement of debt.
and  the reduction of non-cash expenses for services; partially offset operating
losses,  the  loss  on  the  sale  of  real estate and increased expenses at the
holding  company  level.

ITEM 7.     FINANCIAL STATEMENTS.

The  financial  statements  and  related notes are included as part of this Form
10-KSB/A,  Amendment  No.  3  as  indexed  in the appendix on page F/S-1 through
F/S-25.

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

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

ITEM 8A.    CONTROLS AND PROCEDURES.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

ITEM  8B.    OTHER INFORMATION.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

PART  III

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

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.


                                      -10-
<PAGE>
ITEM 10.     EXECUTIVE COMPENSATION.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

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

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.

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.
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.


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


                                      -12-
<PAGE>
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. 3 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.
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.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
3,  dated  September  6,  2005.


                                      -13-
<PAGE>
                                   SIGNATURES

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

Date December 5, 2005.
                                       CHARYS HOLDING COMPANY, INC.


                                       By /s/ Billy V. Ray, Jr.
                                         ---------------------------------------
                                         Billy V, Ray, Jr.
                                         Chief Executive Officer


                                       By /s/ Raymond J. Smith
                                         ---------------------------------------
                                         Raymond J. Smith
                                         Chief Financial Officer

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.

<TABLE>
<CAPTION>
      Signature                        Title                      Date
-----------------------       -----------------------       ----------------
<S>                           <C>                           <C>
 /s/ Billy V. Ray, Jr.
-----------------------       Chief Executive Officer       December 5, 2005
   Billy V. Ray, Jr.

 /s/ Raymond J. Smith.
-----------------------       Chief Financial Officer       December 5, 2005
   Raymond J. Smith

 /s/ Richard Mangiarelli
------------------------             Director               December 5, 2005
   Richard Mangiarelli

 /s/ John Jordan.
-----------------------              Director               December 5, 2005
   John Jordan

 /s/ H. Alec McLarty.
-----------------------              Director               December 5, 2005
   H. Alec McLarty

 /s/ Neil L. Underwood
-----------------------              Director               December 5, 2005
   Neil L. Underwood

 /s/ David S. Gergacz.
-----------------------              Director               December 5, 2005
   David S. Gergacz.


                                      -14-
<PAGE>
 /s/ Michael Oyster
-----------------------              Director               December 5, 2005
   Michael Oyster

 /s/ Catherine B. McKee
-----------------------              Director               December 5, 2005
   Catherine B. McKee
</TABLE>


                                      -15-
<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 4 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 4. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

As discussed in Note 2 to the consolidated financial statements, the
accompanying financial statements as of April 30, 2005, and for the year then
ended, have been restated.

//s// MILLER RAY HOUSER & STEWART LLP

Atlanta, GA
July 20, 2005, except for Note 2, as
to which the date is November 18, 2005


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                   Charys Holding Company, Inc.
                              (f/k/a Spiderboy International, Inc.)
                                   Consolidated Balance Sheets

                                                                      As of April 30,
                                                           ------------------------------------
                                                                 2005               2004
                                                           -----------------  -----------------
                                                            (Restated - see       (Restated
                                                                Note 2)         for combined
                                                                                 companies -
                                                                                   Note 7)
<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                                                      3,974,834                  -
    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                                        4,438,160              1,188
                                                           -----------------  -----------------

                          Total assets                     $     12,279,783   $        453,531
                                                           =================  =================
</TABLE>

See notes to consolidated financial statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                      Charys Holding Company, Inc.
                                  (f/k/a Spiderboy International, Inc.)
                                 Consolidated Balance Sheets (continued)

                                                                            As of April 30,
                                                                  ------------------------------------
                                                                        2005               2004
                                                                  -----------------  -----------------
                                                                   (Restated - see       (Restated
                                                                       Note 2)         for combined
                                                                                        companies -
                                                                                          Note 7)
<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
                                                                  -----------------  -----------------

                        Total liabilities                               11,567,783          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                                           5,508,446          1,831,076
    Accumulated deficit                                                 (4,805,815)        (4,007,217)
                                                                  -----------------  -----------------
      Total shareholders' equity (deficit)                                 712,000         (2,170,278)
                                                                  -----------------  -----------------

            Total liabilities and shareholders' equity            $     12,279,783   $        453,531
                                                                  =================  =================
</TABLE>

See notes to consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                              Charys Holding Company, Inc.
                          (f/k/a Spiderboy International, Inc.)
                          Consolidated Statements of Operations

                                                          Years Ended April 30,
                                                 ------------------------------------
                                                       2005               2004
                                                 -----------------  -----------------
                                                  (Restated - see       (Restated
                                                      Note 2)         for combined
                                                                       companies -
                                                                         Note 7)
<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                  -
  (Loss) gain on sale of property and equipment           (34,753)            18,947
  Interest expense                                       (166,259)           (18,102)
  Other income, net                                        35,428             34,209
                                                 -----------------  -----------------
    Total other income (expense)                        1,285,401             35,054
                                                 -----------------  -----------------

          Net loss before income taxes                   (798,598)        (2,419,918)

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

              Net loss                           $       (798,598)  $     (2,419,918)
                                                 =================  =================

Per share data - basic and diluted:
  Net loss                                       $          (0.15)  $          (0.53)
                                                 =================  =================
  Weighted average common shares outstanding            5,382,983          4,527,161
                                                 =================  =================
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                                 Charys Holding Company, Inc.
                                             (f/k/a Spiderboy International, Inc.)
                             Consolidated Statements of Changes in Shareholders' Equity (Deficit)

                                           Preferred Stock        Common Stock      Additional
                                         -------------------  --------------------    Paid-In      Accumulated
                                          Shares     Amount     Shares     Amount     Capital        Deficit         Total
                                         ---------  --------  ----------  --------  ------------  -------------  -------------
<S>                                      <C>        <C>       <C>         <C>       <C>           <C>            <C>
Balance at April 30, 2003
(Restated for combined  companies -
Note 7)                                          -  $      -   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 $0.001 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

  Additional consideration for real
estate                                                                                   905,000                      905,000

  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 loss (Restated - see Note 2)                                                                      (798,598)      (798,598)
                                         ---------  --------  ----------  --------  ------------  -------------  -------------

Balance at April 30, 2005 Restated -
see Note 2)                              1,400,000  $  1,400  $7,968,649     7,969  $  5,508,446  $ (4,805,815)  $    712,000
                                         =========  ========  ==========  ========  ============  =============  =============
</TABLE>

See notes to consolidated financial statements.


                                      F-5
<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 - see       (Restated
                                                                                      Note 2)         for combined
                                                                                                       companies -
                                                                                                         Note 7)
<S>                                                                              <C>                <C>

Cash Flows From Operating Activities:
-------------------------------------
Net loss                                                                         $       (798,598)  $     (2,419,918)
Adjustments:
  Stock options expense                                                                    15,986                  -
  Stock issued for services                                                               698,058            510,000
  Income from debt retirement                                                          (1,450,985)                 -
  Loss on sale of real estate                                                              35,205                  -
  (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.


                                      F-6
<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  7).

- 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  7).

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

2.   Restatement

Subsequent  to the issuance of Charys' consolidated financial statements for the
year  ended  April 30, 2005, the Company's management and Audit Committee, after
consultation  with  the Company's independent accountants, determined that these
financial  statements  required  restatement  to  correct the accounting for two
transactions  occurring  during  this  period  which  did  not  comply with U.S.
generally  accepted  accounting  principles.

The  accompanying  2005  consolidated financial statements have been adjusted as
follows:

- The  Company's  accounting  for the purchase of CCI Telecom, Inc. ("CCI") (see
Note 7) did not comply with Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations." The purchase agreement contained an "earn-out"
feature  in  which the sellers would be paid additional consideration should CCI
achieve  performance  targets  as defined in the agreement. The Company recorded
additional goodwill and a contingent acquisition liability in the amount of $2.7
million  in  the  purchase  transaction  based  on  management's estimate of the
consideration  that would likely be paid under the earn-out provision.  SFAS 141
provides  that  contingent consideration should be recorded when the contingency
is  resolved,  rather  than  as  an  estimated  liability  at the purchase date.
Accordingly,  goodwill and contingent acquisition liability were reduced by $2.7
million  from  the  previously  reported  amounts.

- The  Company's accounting for the purchase of real estate from CCI Associates,
Ltd.  ("CCI  Associates") (see Note 12) did not comply with Emerging Issues Task
Force ("EITF") 97-15, "Accounting for Contingency Arrangements Based on Security
Prices  in  a  Purchase  Combination."  The  purchase  agreement  provided for a
"make-whole"


                                      F-7
<PAGE>
provision  in  which  the sellers are guaranteed additional consideration should
the  market  price  of  Charys'  common  stock fail to achieve a target level as
defined  in  the  agreement.  In  recording  the  purchase,  the Company did not
account  for  the  difference  in the current market price versus the make-whole
target  price of Charys' common stock in determining the total consideration for
the  purchase.  EITF  97-15 indicates that this difference should be included as
consideration.  By  doing  so, the Company has determined that the consideration
given  for this purchase should have been $905,000 more than what it recorded as
basis  in  the  real  estate.  Thus,  the Company's subsequent sale of this real
estate in the same period should have resulted in a loss of $34,753, rather than
a gain of $870,247 as had been previously reported. Accordingly, gain on sale of
property  and  equipment  and  retained  earnings  were reduced by $905,000, and
additional  paid-in  capital  was  increased  by  $905,000  from  the previously
reported  amounts.

The  following  table presents the effects of all the aforementioned adjustments
on  pre-tax  income:

<TABLE>
<CAPTION>
                                               Year Ended
                                             April 30, 2005
                                            ----------------

<S>                                         <C>
Net earnings, as originally reported        $       106,402
                                            ----------------

Adjustment for gain on sale of real estate         (905,000)

Related tax effect of adjustment                          -
                                            ----------------

Total adjustments, net of tax                      (905,000)
                                            ----------------

Net loss, as restated                       $      (798,598)
                                            ================
</TABLE>

The  reduction  of  retained  earnings was off-set by the increase to additional
paid-in  capital  of  the  same  amount,  resulting  in  no  change  to  total
shareholders'  equity  as  previously reported. The adjustments had no effect on
consolidated  cash  flows.


                                      F-8
<PAGE>
The following table presents the impact of the adjustments and restatements on a
condensed  basis.

<TABLE>
<CAPTION>
                                                            As
                                                        Previously        As
                                                         Reported      Adjusted
                                                       ------------  ------------
<S>                                                    <C>           <C>
Balance sheet - April 30, 2005:

  Goodwill                                             $ 6,654,014   $ 3,974,834

  Contingent acquisition liability                       2,679,180             -
  Additional paid-in capital                             4,603,446     5,508,446
  Accumulated deficit                                   (3,900,815)   (4,805,815)

Statement of operations - Year ended April 30, 2005:

  Gain (loss) on sale of property and equipment        $   870,247   $   (34,753)
  Total other income (expense)                           2,190,401     1,285,401
  Net earnings (loss) before income taxes                  106,402      (798,598)
  Net earnings (loss)                                      106,402      (798,598)

  Basic earnings (loss) per share                      $      0.02   $     (0.15)

  Diluted earnings (loss) per share                    $      0.02   $    $(0.15)
</TABLE>

Notes  7,  9,  11,  13  and  19  have been restated to reflect this restatement.

3.   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 7).
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 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
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


                                      F-9
<PAGE>
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 EITF 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  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.


                                      F-10
<PAGE>
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.

4.   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.

5.   Fair Value of Financial Instruments

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


                                      F-11
<PAGE>
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.

6.   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>

7.   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


                                      F-12
<PAGE>
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 9. 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 , 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.
In connection with this acquisition, Charys also issued 302,100 common shares to
consultants  required  under  an  agreement  dated  February  27,  2004.

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.  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, either in cash or Charys common
stock,  based on both the future stock performance of Charys and future earnings
performance  of  CCI  (see  Note  9  -  Other Contingencies). Under the purchase
agreement  formula, the maximum amount of this additional consideration could be
$2.9  million.  Additional  consideration resulting in future periods from these
earn-out  if  any,  will be recorded to goodwill at the time these contingencies
are resolved, and is not reflected in the Company's purchase accounting for this
acquisition.

The  Company  determined the total cost of the acquisition at $3.5 million, with
$600,000  in  net  liabilities  assumed, resulting in an excess of consideration
over  value  received  of  $4.1  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 $4.0 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.


                                      F-13
<PAGE>
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 10),
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                          $    (3,511)  $    (4,791)

Basic and diluted per share loss  $     (0.56)  $     (0.85)
</TABLE>

8.   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


                                      F-14
<PAGE>
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
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 11). 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,


                                      F-15
<PAGE>
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>
<S>                                                         <C>            <C>
                                                              2005          2004
                                                            --------       -------

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>


                                      F-16
<PAGE>
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>

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>

9.   Commitments and Contingencies

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


                                      F-17
<PAGE>
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 7 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  7)  and  purchase  of  real  estate  from CCI Associates (see Note 12) 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.

The  maximum  additional  consideration which could be paid under the make-whole
provision  relating  to  the  CCI  acquisition  is  $2.9 million.  Regardless of
Charys'  stock  performance, the extent to which this amount will be paid, if at
all,  is  also subject to CCI achieving a minimum earnings target, as defined in
the  purchase agreement. Whether or not CCI will achieve this earnings target is
unknown. Accordingly, the potential consideration associated with the make-whole
provision and additional common shares which may be required for the consultants
cannot  be  reasonably  estimated. Therefore, the accompanying 2005 consolidated
financial  statements do not include any effects of this make-whole contingency.
However,  the  effect  of  this contingency, should it occur, could be material.

As  disclosed in Note 2, the maximum effect of the make-whole provision relating
to  the  real  estate  purchase agreement has been reflected in the accompanying
2005  consolidated  financial  statements,  as  required  by  generally accepted
accounting  principles.  As  noted  above,  should  this  make-whole  provision
materialize  and  the  Company's


                                      F-18
<PAGE>
issues further common shares to the sellers in lieu of cash payment, the Company
will  be required to issue additional common share to consultants. The number of
these  shares to be issued, if any, cannot be reasonably estimated at this time.

10.  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.

11.  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 8). 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.


                                      F-19
<PAGE>
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
------------------------
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.


                                      F-20
<PAGE>
<TABLE>
<CAPTION>
<S>                                                          <C>
Net loss, as reported                                        $  (798,598)

    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                                           $(1,264,098)
                                                             ============

Loss per share:
    Basic and diluted - as reported                          $     (0.15)
    Basic and diluted - pro forma                            $     (0.23)
</TABLE>

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


<TABLE>
<CAPTION>
<S>                                                 <C>
                         Expected dividends         - 0-
                         Risk-free interest rate    4.09%
                         Volatility                  29%
</TABLE>

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 7.

<TABLE>
<CAPTION>
                                                             2005          2004
                                                          -----------  ------------
<S>                                                       <C>          <C>
Numerator:

Net loss                                                  $ (798,598)  $(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 loss per share of common stock:

Basic and diluted                                         $    (0.15)  $     (0.53)
</TABLE>


                                      F-21
<PAGE>
12.  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 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 9 - Other
Contingencies).  The  resulting  total  purchase  cost  of  the  real estate was
recorded at $2.2 million. 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
loss  (net  of  transaction  costs)  of  $34,753.  Effective  May  1,  2005, the
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.

13.  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
7.  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  $    11,802   $         -
  General Business Services                           385           454
                                              ------------  ------------
                                              $    12,187   $       454
                                              ============  ============
</TABLE>


                                      F-22
<PAGE>
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                     $    12,187   $       454
  Corporate                                                  92             -
                                                    ------------  ------------
  Total consolidated assets                         $    12,279   $       454
                                                    ============  ============
</TABLE>

14.  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.


                                      F-23
<PAGE>
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>

15.  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.

- 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.

16.  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.

17.  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 7, 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  12)  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.


                                      F-24
<PAGE>
- 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  11).

- 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.

18.  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.

19.  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)  $  (108,616)

Diluted net earnings (loss) per share    $     0.02   $     0.00  $    (0.16)  $     (0.02)

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>


                                      F-25
<PAGE>