SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 5
(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2005.

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

                          COMMISSION FILE NO. 000-18292

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


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

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

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

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

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

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

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

     Indicate  by  check  mark  whether  the  registrant  is a shell company (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes  [_]  No  [X]

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  March  31,  2006:  $19,825,000.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as  of  March  31,  2006:  15,734,019.

     Documents  incorporated  by  reference:  None.

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


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

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

                                EXPLANATORY NOTE

     On  December  6,  2005 we filed with the Securities and Exchange Commission
our  Annual Report on Form 10-KSB/A, Amendment No. 4 for the annual period ended
April  30,  2005.  This Amendment No. 5 to our Annual Report on Form 10-KSB/A is
being  filed  to  amend  the  introductory  paragraph  contained  in  Item  6,
Management's  Discussion  and Analysis or Plan of Operation, and the information
in  Item  8A, Controls and Procedures. Subsequent to the filing of Annual Report
on  Form  10-KSB/A,  Amendment No. 3 for the annual period ended April 30, 2005,
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. 5, is not an admission that our Form 10-KSB/A, Amendment No. 4 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.  5,  to  speak as of a later date or to reflect events
which  occurred  at  a  later  date,  except  as  noted.

                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.


                                        1
<PAGE>
                                     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.

                                     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.

Incorporated by reference of Registrant's report on Form 10-KSB/A, Amendment No.
4,  dated  December 6, 2005, with the exception of the introductory paragraph of
Item  6,  which  should  read  as  follows:

Statements  included  in  this  Management's  Discussion and Analysis or Plan of
Operation,  and  in  future  filings  by  us  with  the  Securities and Exchange
Commission,  in our press releases and in oral statements made with the approval
of an authorized executive officer which are not historical or current facts are
"forward-looking statements."  We are not entitled 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 the Registrant, 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.

ITEM  7.     FINANCIAL  STATEMENTS.

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

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.


                                        2
<PAGE>
ITEM  8A.     CONTROLS  AND  PROCEDURES.

The  term disclosure controls and procedures means controls and other procedures
of  an  issuer  that  are  designed  to  ensure  that information required to be
disclosed  by  the  issuer  in  the  reports  that it files or submits under the
Exchange  Act  (15  U.S.C.  78a  et seq.) is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure  controls  and  procedures  include, without limitation, controls and
procedures  designed  to  ensure that information required to be disclosed by an
issuer  in  the  reports  that  it  files  or  submits under the Exchange Act is
accumulated and communicated to the issuer's management, including its principal
executive  and  principal  financial  officers,  or  persons  performing similar
functions,  as  appropriate  to  allow  timely  decisions  regarding  required
disclosure.

The  term  internal  control  over  financial  reporting is defined as a process
designed  by,  or under the supervision of, the issuer's principal executive and
principal  financial  officers,  or  persons  performing  similar functions, and
effected  by the issuer's board of directors, management and other personnel, to
provide  reasonable  assurance  regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting principles and includes those policies and
procedures  that:

(1)  Pertain  to the maintenance of records that in reasonable detail accurately
and  fairly  reflect  the  transactions  and  dispositions  of the assets of the
issuer;

(2)  Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and  that  receipts  and expenditures of the issuer are
being made only in accordance with authorizations of management and directors of
the  issuer;  and

(3)  Provide  reasonable  assurance  regarding prevention or timely detection of
unauthorized  acquisition,  use or disposition of the issuer's assets that could
have  a  material  effect  on  the  financial  statements.

Evaluation  of  Disclosure and Controls and Procedures.  On or about October 20,
------------------------------------------------------
2005, we became aware that certain transactions recorded on our Annual Report on
Form  10-KSB  may  have  not been recorded in accordance with generally accepted
accounting  principles.  Upon  review  and  consultation  with  our  accounting
consultants  and  independent  auditors,  we  determined  that  the  following
transactions  were  not  in  compliance  with  generally  accepted  accounting
principles.

-     Our  accounting  for  the  purchase  of  CCI Telecom, Inc. ("CCI") 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.  We  recorded  additional
goodwill  and  a  contingent  acquisition  liability in the purchase transaction
based  on  our 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.

-     Our  accounting  for the purchase of real estate from CCI Associates, Ltd.
("CCI  Associates")  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"
provision  in  which  the sellers are guaranteed additional consideration should
the  market  price of our common stock fail to achieve a target level as defined
in  the  agreement.  In  recording  the  purchase,  we  did  not account for the
difference in the current market price versus the make-whole target price of our
common  stock  in  determining  the  total consideration for the purchase.  EITF
97-15  indicates  that  this  difference  should  be  included as consideration.

On  October  31,  2005,  our  Audit  Committee,  after  consultation  with  our
management,  the independent auditors, and accounting consultants concluded that
the  previously  issued  consolidated  financial  statements for the fiscal year
ended  April  30,  2005 and the quarterly period ended July 31, 2005, as well as
earnings releases and similar communications relating to such periods, should no
longer  be  relied  upon,  whereupon  an  amendment to our Annual Report on Form
10-KSB  for  the  fiscal  year  ended  April  30,  2005  and an amendment to our
Quarterly  Report  on  Form  10-QSB for the quarterly period ended July 31, 2005
needed  to  be  filed.


                                        3
<PAGE>
The  amendment  to  our  Annual  Report on Form 10-KSB for the fiscal year ended
April 30, 2005 was filed and contained adjustments that affected revenue, assets
and  liabilities.  As  a  result  of  these adjustments, goodwill and contingent
acquisition  liability  decreased by $2,679,180.  Retained earnings decreased by
$905,000, which was offset by an increase to paid-in capital by the same amount.
Other income decreased by $905,000.  As a result of these adjustments, there was
no  net  change  to  total  shareholders'  equity.  Consolidated net earnings of
$106,402  decreased  by  $905,000 to a consolidated net loss of $798,598.  These
adjustments  had  no  impact  on consolidated cash flows as previously reported.

The  amendment  to  our Quarterly Report on Form 10-QSB for the quarterly period
ended  July  31,  2005  was  filed  and contained adjustments that reflected the
effects  of  the  adjustments  described  above  which  are  required  for  the
consolidated  financial  statements  for  the  fiscal year ended April 30, 2005.
Goodwill and contingent acquisition liability decreased by $2,679,180.  Retained
earnings  decreased  by  $905,000,  which  was  offset by an increase to paid-in
capital  by  the  same  amount.  These  adjustments resulted in no net change to
total  shareholders'  equity,  and had no impact on consolidated net earnings or
cash  flows  as  previously  reported.

On  October  28,  2005  and  October 31, 2005, our Audit Committee discussed the
cause  and/  or  causes related to this matter with our independent auditors and
the  accounting  consultants, and concluded that all errors were inadvertent and
unintentional.

Changes in Internal Controls Over Financial Reporting.  We considered the nature
-----------------------------------------------------
and  cause of the errors which necessitated the restatements.  We concluded that
the  causal factors are not indicative of weakness in our internal controls over
financial  reporting  and  disclosure,  and  thus  did  not  impact the original
conclusion  of our chide executive officer and chief financial officer regarding
the  effectiveness  of  those  controls.  While  we  believe  changes  to  our
fundamental controls are not required, nevertheless we believe our controls have
been  inherently  strengthened  by  all  parties  involved  with  our  financial
reporting exercising a heightened awareness to carefully consider all details to
determine  the  prescribed accounting treatment for transactions of this nature,
even  where  the  accounting  treatment may appear obvious or run counter to the
economics  of  the  transaction.

We believe this heightened awareness alone has ensured the proper accounting for
subsequent  acquisitions  involving  similar  provisions  as  the  acquisitions
involved  in  the restatements, and will ensure the same for acquisitions in the
future  which  will  prevent  misstatements  of  a  similar  nature.

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.

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.


                                        4
<PAGE>
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,  filed  as  Exhibit  C  with  Definitive  Proxy  Statement  dated  June  11,  2004,
         Commission  file  number  000-18292.
2.2*     Amended  and  Restated  Stock  Purchase  Agreement  by  and  between  Janet  Risher,  Richard  Schmidt, and
         Billy  V.  Ray,  Jr.,  dated  May  25,  2004,  filed as Exhibit 2.2 to an amended Form 8-K on June 1, 2004,
         Commission  file  number  000-18292.
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  29,  1988  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., filed as Exhibit 99.1
         to  an  amended  Form 8-K  on  March  7,  2001,  Commission  file  number  000-18292.
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, filed as attachment D to amended
         Preliminary  Proxy  Statement  on  May  7,  2004,  Commission  file  number  000-18292.
3.7*     Certificate  of  Incorporation  of  Charys  Holding Company, Inc. filed on April 16, 2004 with the State of
         Delaware,  filed  as  Exhibit  A  to  amended  Preliminary  Proxy  Statement  dated May 7, 2004, Commission
         file  number  000-18292.
3.8*     Certificate  of  Amendment  of  Certificate  of  Incorporation of Charys Holding Company, Inc. filed on May
         21,  2004  with  the  State of Delaware, filed as attachment C to the Definitive Proxy Statement dated June
         11,  2004,  Commission  file  number  000-18292.
3.9*     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, filed as attachment D to Definitive Proxy
         Statement  dated  June  11,  2004,  Commission  file  number  000-18292.
3.10*    Bylaws  of  Spiderboy.com,  Inc.,  adopted  April 28, 2004, filed as Exhibit B to amended Preliminary Proxy
         Statement  dated  May  7,  2004,  Commission  file  number  000-18292.
3.11**   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.
3.12*    Articles  of  Merger  filed  with the Delaware Secretary of State on June 30, 2004, filed as Exhibit 2.2 to
         Form  8-K  on  July  22,  2004,  Commission  file  number  000-18292.
3.13*    Articles  of  Merger  filed  with the Minnesota Secretary of State on July 1, 2004, filed as Exhibit 2.1 to
         Form 8-K  on  July  22,  2004,  Commission  file  number  000-18292.
4.1*     Certificate  of  Designation for Series B Preferred Stock, filed with the Secretary of State of Delaware on
         May  3,  2005,  filed  as  Exhibit  4.1  to  Form  8-K  on  May 25, 2005, Commission file number 000-18292.
4.2*     Certificate  of  Designation for Series C Preferred Stock, filed with the Secretary of State of Delaware on
         May  3,  2005,  filed  as  Exhibit  4.2  to  Form  8-K  on May  25, 2005, Commission file number 000-18292.
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, filed as Exhibit 4.1 to Form 8-K on August 12,
         2005,  Commission  file  number  000-18292.
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, filed as Exhibit 4.2 to Form 8-K on August 12,
         2005,  Commission  file  number  000-18292.
10.1*    Stock  Purchase  Agreement  between  Mark  N.  Pardo  and  Richard  Mangiarelli  and  Richard Schmidt dated
         December  5,  2003,  filed  as  Exhibit  2.1  to  Form 8-K  on  December  12,  2003, Commission file number
         000-18292.


                                        5
<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
         Exhibit  10.1  to  Form 8-K  on  December  12,  2003,  Commission  file  number  000-18292.
10.3*    Stock  Purchase  Agreement  between  Janet  Risher,  Richard  Schmidt,  Spiderboy  International, Inc., and
         Billy  V.  Ray,  Jr.,  dated  February  27,  2004  filed  as  Exhibit  2.1  to  Form 8-K on March 10, 2004,
         Commission  file  number  000-18292.
10.4*    Amended  and  Restated  Stock  Purchase  Agreement  between  Janet  Risher,  Richard Schmidt,  Spiderboy
         International,  Inc.,  and Billy V. Ray, Jr., dated May 25, 2004 filed as Exhibit 2.2 to Form 8-K/A on June
         1,  2004,  Commission  file  number  000-18292.
10.5*    Charys  Holding  Company,  Inc.  Employee  Stock  Incentive  Plan  for  the Year 2004 dated April 28, 2004,
         Filed  as  attachment  F  to  the  Definitive Proxy  Statement  dated June 11, 2004, Commission file number
         000-18292.
10.6*    Charys  Holding  Company,  Inc.  Non-Employee  Directors  and  Consultants  Retainer  Stock  Plan  for  the
         Year  2004  dated  April  28,  2004, filed as attachment G to the Definitive Proxy Statement dated June 11,
         2004,  Commission  file  number  000-18292.
10.7*    Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Janet Risher dated February 27, 2004, filed as Exhibit 10.7 to a Preliminary Proxy Statement on
         May 17,  2004,  Commission  file  number  000-18292.
10.8*    Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Richard  Schmidt  dated  February  27,  2004,  filed  as  Exhibit  10.8  to a Preliminary Proxy
         Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.9*    Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Paul  Ferandell dated February 27, 2004, filed as Exhibit 10.9 to a Preliminary Proxy Statement
         on  May  17,  2004,  Commission  file  number  000-18292.
10.10*   Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  John Jordan dated February 27, 2004, filed as Exhibit 10.10 to a Preliminary Proxy Statement on
         May  17,  2004,  Commission  file  number  000-18292.
10.11*   Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Bruce  Caldwell  dated  February  27,  2004,  filed  as  Exhibit  10.11  to a Preliminary Proxy
         Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.12*   Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Jimmy  Villalobos  dated  February  27,  2004,  filed  as  Exhibit 10.12 to a Preliminary Proxy
         Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.13*   Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Ash  Mascarenhas,  dated  February  27,  2004,  filed  as  Exhibit 10.13 to a Preliminary Proxy
         Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.14*   Consulting  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy  International,
         Inc.,  and  Francis  Zubrowski,  dated  February 27,  2004,  filed  as Exhibit 10.14 to a Preliminary Proxy
         Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.15*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and Janet  Risher  dated  February 27, 2004, filed as Exhibit 10.15 to a Preliminary
         Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.16*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and Richard Schmidt dated February 27, 2004, filed as Exhibit 10.16 to a Preliminary
         Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.17*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and  Paul  Ferandell dated February 27, 2004 filed as Exhibit 10.17 to a Preliminary
         Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.18*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and  John  Jordan  dated  February 27, 2004, filed as Exhibit 10.18 to a Preliminary
         Proxy  Statement  on  May 17,  2004,  Commission  file  number  000-18292.
10.19*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and  Bruce Caldwell dated February 27, 2004, filed as Exhibit 10.19 to a Preliminary
         Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.20*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc., and Jimmy Villalobos dated February 27, 2004, filed as Exhibit 10.20 to a Preliminary
         Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.


                                        6
<PAGE>
10.21*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and Ash Mascarenhas dated February 27, 2004, filed as Exhibit 10.21 to a Preliminary
         Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.22*   Registration  Rights  Agreement  Between  Charys  Holding  Company,  Inc.'s,  predecessor,  Spiderboy
         International,  Inc.,  and  Francis  Zubrowski  dated  February  27,  2004,  filed  as  Exhibit  10.22 to a
         Preliminary  Proxy  Statement  on  May  17,  2004,  Commission  file  number  000-18292.
10.23*   Stock  Purchase  Agreement  Between  Charys  Holding  Company,  Inc.,  Robert  G.  Barrow,  Jr. and Mark D.
         Andrizzi  dated  April  21,  2004, filed as Exhibit 2.1 to Form 8-K on July 6, 2004, Commission file number
         000-18292.
10.24*   Charter  of  Compensation  Committee  dated  April  28,  2004,  filed  as  Exhibit  10.25 to Form 10-KSB on
         August  17,  2004,  Commission  file  number  00-18292.
10.25*   Charter  of  Audit  Committee  dated  April  28,  2004, filed as Exhibit 10.26 to Form 10-KSB on August 17,
         2004,  Commission  file  number  00-18292.
10.26*   Employment  Agreement  dated  June  15,  2004  between  Charys  Holding  company,  Inc.  and  Billy V. Ray,
         filed  as  Exhibit  10.28  to  Form  10-KSB  on  August  17,  2004,  Commission  file  number  00-18292.
10.27*   Employment  Agreement  dated  June  15,  2004  between  Charys  Holding  company,  Inc.  and  Ben  Holcomb,
         Filed  as  Exhibit  10.29  to  Form  10-KSB  on  August  17,  2004,  Commission  file  number  00-18292.
10.28*   Employment  Agreement  dated  June  15,  2004  between  Charys  Holding  company,  Inc.  and  Raymond  J.
         Smith,  filed  as  Exhibit  10.30  to  Form  10-KSB  on  August  17, 2004, Commission file number 00-18292.
10.29*   Joint  Venture  Agreement  between  Ruby  Belle,  LLC,  Ted  C.  Russell,  and Charys Holding Company, Inc,
         Filed  as  Exhibit  10.31  to  Form  10-KSB  on  August  17,  2004,  Commission  file  number 00-18292.
10.30*   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.,  filed  as  Exhibit  10.32 to Form 10-KSB on
         August  17,  2004,  Commission  file  number  00-18292.
10.31*   Ground  Lease  dated  May  26,  2004  between  Realm  Insurance  Company,  and  Charys  Holding  Company,
         Inc.,  filed  as  Exhibit  10.34  to  Form  10-KSB  on  August  17,  2004, Commission file number 00-18292.
10.32*   Charys  Holding  Company,  Inc.  Non-Employee  Directors  and  Consultants  Retainer  Stock  Plan  for  the
         Year  2004  dated  July  19, 2004, filed as Exhibit 4.1 to a registration statement on Form S-8 on July 29,
         2004,  Commission  file  number  333-117749.
10.33*   Agreement  and  Contract  for  Sale  dated  April  29,  2005, between CCI Telecom, Inc. and CCI Associates,
         Inc.,  and  filed  as  Exhibit  10.1  to  Form  8-K  on  May  25,  2005,  Commission file number 000-18292.
10.34*   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.,  and  filed  as  Exhibit  10.2  to  Form  8-K  on  May  25,  2005,  Commission  file number
         000-18292.
10.35*   Real  Estate  Contract  of  Sale  dated  April  29, 2005, between Gur Parsaad, CCI Telecom, Inc. and Charys
         Holding  Company,  Inc.,  and  filed  as  Exhibit  10.3 to Form 8-K on May 25, 2005, Commission file number
         000-18292.
10.36*   Lease  Contract  dated  May  1,  2005,  between  Gur  Parsaad,  CCI  Telecom,  Inc.  and  Charys  Holding
         Company,  Inc.,  and  filed  as  Exhibit  10.4  to  Form  8-K  on  May  25,  2005,  Commission  file number
         000-18292.
10.37*   Frost  Registration  Rights  Agreement  No.1  dated  April  25,  2005,  between The Frost National Bank and
         Charys  Holding  Company,  Inc.,  and  filed  as  Exhibit 10.5 to Form 8-K on May 25, 2005, Commission file
         Number  000-18292.
10.38*   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, and filed as Exhibit
         10.6  to  Form  8-K  on  May  25,  2005,  Commission  file  number  000-18292.
10.39*   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, and filed as Exhibit
         10.7  to  Form  8-K  on  May  25,  2005,  Commission  file  number  000-18292.
10.40*   Sixth  Amendment  to  Business  Loan  Agreement  between  Contemporary  Constructors  and  The  Frost
         National  Bank,  dated  February  1,  2005,  and  filed  as  Exhibit  10.8  to  Form  8-K  on May 25, 2005,
         Commission  file  number  000-18292.
10.41*   Arbitration  and  Notice  of  Final  Agreement  between  The  Frost  National  Bank  and  Charys  Holding
         Company,  Inc.,  dated  May  2,  2005,  and  filed  as Exhibit 10.9 to Form 8-K on May 25, 2005, Commission
         file  number  000-18292.


                                        7
<PAGE>
10.42*   Guaranty  Agreement  between  Frost  Bank  and  Contemporary  Constructors,  Inc., dated July 28, 2005, and
         Filed  as  Exhibit  10.1  to  Form  8-K  on  August  12,  2005,  Commission  file  number 000-18292.
10.43*   Guaranty  Agreement  between  Charys  Holding  Company,  Inc.,  CCI  and  CAPCO,  dated  July 27, 2005, and
         filed  as  Exhibit  10.2  to  Form  8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.44*   Guaranty  Agreement  between  Frost  Bank  and  CCI  Telecom,  Inc.,  dated  July  28,  2005,  and filed as
         Exhibit  10.3  to  Form 8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.45*   Guaranty  Agreement  between  Frost  Bank  and  Berkshire Wireless, Inc., dated July 28, 2005, and filed as
         Exhibit  10.4  to  Form  8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.46*   Guaranty  Agreement  between  Frost  Bank  and  CCI  Integrated  Solutions,  Inc., dated July 28, 2005, and
         filed  as  Exhibit  10.5  to  Form 8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.47*   Guaranty  Agreement  between  Frost  Bank  and  Michael J. Novak, dated July 28, 2005, and filed as Exhibit
         10.6  to  Form 8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.48*   Contract  for  Sale  and  Security  Agreement  between  CCI  Telecom,  Inc. and CAPCO, dated July 18, 2005,
         and  filed  as  Exhibit  10.7  to  Form  8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.49*   Amendment  No.  1  to  the  Contract  for  Sale  and  Security  Agreement  between  CCI  Telecom,  Inc. and
         CAPCO  dated  July  26,  2005,  and  filed  as Exhibit 10.8 to Form 8-K on August 12, 2005, Commission file
         number  000-18292.
10.50*   Amendment  No.  2  to  the  Contract  for  Sale  and  Security  Agreement  between  CCI  Telecom,  Inc. and
         CAPCO,  dated  July  27,  2005,  and  filed as Exhibit 10.9 to Form 8-K on August 12, 2005, Commission file
         number  000-18292.
10.51*   Promissory  Note  between  Frost  Bank  and  Charys  Holding  Company, Inc., dated July 28, 2005, and filed
         as  Exhibit  10.10  to  Form  8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.52*   Put  Agreement  between  Michael  J.  Novak and Frost Bank, dated July 28, 2005, and filed as Exhibit 10.11
         to  Form 8-K  on  August  12,  2005,  Commission  file  number  000-18292.
10.53*   Arbitration  and  Notice  of  Final  Agreement  between  Frost Bank and Charys Holding Company, Inc., dated
         July  28,  2005,  and  filed  as  Exhibit  10.12  to  Form  8-K  on August 12, 2005, Commission file number
         000-18292.
10.54*   Securities  Purchase  Agreement,  dated  as  of  November  16,  2005,  by  and  among  Charys  Holding
         Company,  Inc.  and  Highgate  House  Funds,  Ltd,  and  filed  as Exhibit 10.1 to Form 8-K on November 23,
         2005,  Commission  file  number  000-18292.
10.55*   Stock  Purchase  Agreement,  effective  date  of  November  1,  2005,  by  and  between  Charys  Holding
         Company,  Inc.  and  New  Viasys  Holdings,  LLC,  and  filed  as  Exhibit 10.1 to Form 8-K on November 18,
         2005,  Commission  file  number  000-18292.
10.56*   Second  Amended  Stock  Purchase  Agreement  between  Janet  Risher,  Richard  F. Schmidt and Billy V. Ray,
         Jr.,  dated  August  16,  2005,  and  filed  as  Exhibit  10.1 to an amended Form 8-K on November 23, 2005,
         Commission  file  number  000-18292.
10.57*   Second  Amended  Promissory  Note  dated  August  16,  2005,  by Billy V. Ray, Jr., as the Maker, and Janet
         Risher  and  Richard  F.  Schmidt,  as  the  Payee,  and  filed  as  Exhibit 10.2 to an amended Form 8-K on
         November  23,  2005,  Commission  file  number  000-18292.
10.58*   Amended  and  Restated  Stock  Pledge  Agreement  dated  August  16,  2005,  by  Billy  V. Ray, Jr., as the
         Debtor,  and  Janet  Risher  and  Richard F. Schmidt, as the Secured Party, and filed as Exhibit 10.3 to an
         Amended  Form 8-K  on  November  23,  2005,  Commission  file  number  000-18292.
10.59*   Stock  Purchase  Agreement,  between  Charys  Holding  Company,  Inc.  Rock  Creek  Equity  Holdings,  LLC,
         J.  Alan  Shaw,  Method  IQ, Inc., and Billy V. Ray, Jr., and filed as Exhibit 10.1 to Form 8-K on December
         12,  2005,  Commission  file  number  000-18292.
10.60*   Securities  Purchase  Agreement  dated  as  of  December  22,  2005,  by  and  among Charys Holding Company
         Inc., Billy V. Ray, Jr., and Mel Harris and Steven Posner, or their designees, and filed as Exhibit 10.1 to
         an  amended  Form  8-K  on  December  28,  2005,  Commission  file  number  000-18292.
10.61**  Employment Contract between Method IQ, Inc. and Jerry Harrison dated December  22,  2005.
10.62**  Employment  Contract  between  Method  IQ, Inc. and Gregory Buchholz dated  December  22,  2005.
10.63**  Quitclaim  Deed,  between  Viasys  Services,  Inc.  and  VSI Real Estate Holding,  Inc., dated February 15,
         2006.
10.64**  Asset  Purchase  Agreement  by  and  among  Aeon  Technologies,  Ltd.  and  Contemporary  Constructors
         Nevada,  Inc.,  dated  April  9,  2006.
10.65**  Office  Lease  by  and  between VSI Real Estate Holding, Inc., andViasys Services, Inc., dated February 15,
         2006.


                                        8
<PAGE>
14*      Code  of  Ethics,  filed  as  Exhibit  14  to  Form  10-KSB  on  August  17,  2004,  Commission file number
         000-18292.
21.1**   Subsidiaries  of  the  registrant.
23.1*    Consent  of  Independent  Certified  Public  Accountants.
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.


                                   SIGNATURES

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


                                 CHARYS HOLDING COMPANY, INC.



Date May 4, 2006
                                 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.


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

/s/ Billy V. Ray, Jr.
----------------------       Chairman and Chief
  Billy V. Ray, Jr.           Executive Officer        May 4, 2006

 /s/Raymond J. Smith.
----------------------
   Raymond J. Smith        Chief Financial Officer     May 4, 2006


                                        9
<PAGE>
/s/Richard Mangiarelli
----------------------
  Richard Mangiarelli             Director             May 4, 2006

    /s/John Jordan
----------------------
     John Jordan                  Director             May 4, 2006

  /s/H. Alec McLarty
----------------------
    H. Alec McLarty               Director             May 4, 2006

 /s/Neil L. Underwood
----------------------
   Neil L. Underwood              Director             May 4, 2006

  /s/David S. Gergacz
----------------------
   David S. Gergacz.              Director             May 4, 2006

   /s/Michael Oyster
----------------------
     Michael Oyster               Director             May 4, 2006


                                       10