SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

(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, 2006.

[ ]  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.
                  (Name of small business issuer in its charter)


                  DELAWARE                               54-2152284
       (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)

     Check whether the issuer is not required to file reports pursuant to
Section 13 or 15 (d) of the Exchange Act.  [ ]

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 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 [ ]

     Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will 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: $48.6 million.


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<PAGE>
     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 July 31, 2006: $131.1 million.

     State the number of shares outstanding of each of the issuer's classes of
common stock as of July 31, 2006: 29,613,433.

     Documents incorporated by reference:  Items 1, 2, 3, and 4 of Part I and
Items 5, 6, 7, 8, 8A, and 8B of Part II of this Form 10-KSB/A, Amendment No. 1
incorporate by reference the registrant's Form 10-KSB for the fiscal year ended
April 30, 2006, filed on August 23, 2006.

<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS

<S>       <C>                                                                                                 <C>
Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.   Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . .   1
Item 5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . .   1
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 8B.  Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
          Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
          Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Item 13.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Item 14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
</TABLE>


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<PAGE>
                                EXPLANATORY NOTE

     On August 23, 2006, we filed with the Securities and Exchange Commission
our Annual Report on Form 10-KSB for the annual period ended April 30, 2006.
This Amendment No. 1 to our Annual Report on Form 10-KSB/A, Amendment No. 1, is
being filed to add information for Items 9, 10, 11, 12 and 14 which was to be
incorporated by reference from our proxy statement for 2006, which will not be
filed within the time prescribed by the Exchange Act.  We are also amending Item
13, which contains a list of exhibits to reflect documents described in Item 9.
The filing of this Form 10-KSB/A, Amendment No. 1, is not an admission that our
Form 10-KSB for the year ended April 30, 2006, 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.  We have not updated the disclosures in this Form
10-KSB/A, Amendment No. 1, 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 business sectors in which we operate, rapid technological change, 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 from the Registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 2.     DESCRIPTION OF PROPERTY.

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 3.     LEGAL PROCEEDINGS.

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

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

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

                                     PART II


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

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.


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

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 7.     FINANCIAL STATEMENTS.

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

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

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 8A.    CONTROLS AND PROCEDURES.

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 8B.    OTHER INFORMATION.

     Incorporated by reference from the Registrant's report on Form 10-KSB dated
August 23, 2006.

                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

     The following table sets forth information concerning the directors and
executive officers of Charys as of the date of this Annual Report:

<TABLE>
<CAPTION>
NAME                AGE                        POSITION                         CLASS  DIRECTOR SINCE
------------------  ---  -----------------------------------------------------  -----  --------------
<S>                 <C>  <C>                                                    <C>    <C>
Billy V. Ray, Jr.   47      Chairman, Chief Executive Officer, and Director       C         2004
Raymond J. Smith    53   Vice President, Chief Financial Officer and Secretary   N/A        N/A
Michael Oyster      48                Vice President and Director                 A         2004
John Jordan         66                         Director                           C         2004
H. Alec McLarty     60                         Director                           B         2004
Neil L. Underwood   36                         Director                           B         2004
David S. Gergacz    56                         Director                           B         2004
Catherine B. McKee  58                         Director                           B         2004
Gisle Larsen        48                         Director                           A         2004
Dennis C. Hayes     55                         Director                           A         2004
</TABLE>

     The members of our board of directors are subject to change from time to
time by the vote of the stockholders at special or annual meetings to elect
directors.  The number of the directors may be fixed from time to time by
resolution duly passed by our board.  Our board has fixed the number of our
directors at ten.  At present we have only nine directors.  At our next meeting
of stockholders, we expect to fill the vacancy on our board.  Our board is now
classified, or staggered with the directors serving one to three year terms.
Messrs. Ray and Jordan are Class C directors and each serves a three year term,
expiring in 2007.  Messrs. McLarty, Underwood and Gergacz and Ms. McKee are
Class B directors and each serves a two year term, expiring in 2006.  Messrs.
Larsen, Oyster and Hayes are Class A directors and each serves a one year term,
expiring in 2006.

     Each director will hold office for the term for which elected and until his
successor is elected and qualified or until his earlier death, resignation or
removal.  Vacancies and newly created directorships resulting from any increase
in the number of authorized directors may generally be filled by a majority of
the directors then remaining


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<PAGE>
in office.  The directors elect officers annually.  There are no family
relationships among the directors and officers of Charys.

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

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

     Billy V. Ray, Jr. served as our president from December 2003 until June 25,
2004 when he was elected chairman of the board and as chief executive officer.
From September 2003 until the present, Mr. Ray has served as chief executive
officer of Flagship Holdings, Inc. a single purpose corporation organized to
function as an insurance holding company.  From January 2004 until June, 2005,
Mr. Ray served as vice president of Realm National Insurance Company and was on
the board of directors of Realm.  From October 2001 until November 2003, he
served as chief financial officer of Patton Management Group, Inc.  From
December 2000 until October 2001, Mr. Ray was executive vice president of
mergers and acquisitions for Bracknell Corporation, Inc., a publicly traded
company.  From January 1997 to December 2000, he was chairman, chief executive
officer, chief financial officer, and consultant of Able Telcom Holding
Corporation, Inc., a publicly traded company.  From 1995 to 1997, he was the
president and founder of Ten-Ray Utility Construction, Inc., a utility
construction company, which operated primarily in Colorado, Oklahoma and
Washington, DC, as a contractor and consultant on cost-plus projects for Alcatel
North America and Lockheed Information Systems.  Mr. Ray also served from 1990
to 1992 as a member of the board of directors and as a member of the Audit
Committee and the Insurance and Profit Sharing Plan Committee of Dycom
Industries, Inc., a New York Stock Exchange publicly traded company.  Mr. Ray
has a B.A. in accounting from the University of North Carolina at Greensboro,
and has been a certified public accountant since 1982.

     Raymond J. Smith was a financial consultant from 2000 until his election as
our chief financial officer on June 25, 2004.  In addition, Mr. Smith is a vice
president and our corporate secretary.  From 1997 to 2000, Mr. Smith was chief
financial officer for Professional Sports Car Racing, Inc. in Tampa, Florida.
From 1993 until 1997, he was chief financial officer for Winter Brook Beverage
Group, Inc. in Bellevue, Washington.  From 1985 until 1993, he was vice
president of finance for National Beverage Corp., a publicly traded company, in
Ft. Lauderdale, Florida.  From 1979 until 1985, he was the controller of Burnup
& Sims, Inc., a publicly traded company, in Ft. Lauderdale, Florida.  Mr. Smith
has a B.S. in accounting from Philadelphia University and an MBA in finance from
Temple University.

     Michael Oyster has more than 25 years of experience in the communications,
computer hardware and software industries. From 2003 until he was elected a vice
president of Charysin 2006, Mr. Oyster was the president and chief operating
officer of Zoetics LLC. From 1999 through 2001, he held several positions
including president at the Fusion companies. From 1998 through 1999, he was
president of Network Plus, Inc. Mr. Oyster has a B.A. in liberal arts from
Olivet College and an M.S. in management from Purdue University.

     John Jordan founded the Jordan Companies in 1959, a group of privately
held, diversified companies engaged in energy related engineering, manufacturing
and marketing activities, defense and aerospace consulting and international
negotiations and representation.  He has served as chief executive officer and
president of these companies for over 20 years.  Mr. Jordan served as an officer
in both the United States Air Force and the United States Marine Corps.  He is a
graduate of Stanford University, the Marine Corps Command and Staff College, the
National Defense University-Industrial College of the Armed Forces program, the
Naval War College.

     H. Alec McLarty, from 1996 until 2001, was chief executive officer of
Clarion Resources Communications Corp.  From 1999 until December 2000, Mr.
McLarty was a director of Abel Telecom Holding Inc., a publicly traded company.
Mr. McLarty has served in various capacities from chief operating officer to
chairman of the board of three major textile companies, manufacturing socks and
pantyhose.  He entered the telecom industry in 1987 and founded his first
telecommunications company, U. S. Telnetics Inc., which was subsequently sold to
Resurqens Communication Corp.  Mr. McLarty has founded several other telecom
companies and served as chief executive officer and chairman of each, the latter
one in 1993 being a joint venture with Telenor (the telephone company in Norway)
as the majority stockholder.  This venture established offices in Atlanta, New
York, Los Angeles and


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<PAGE>
Miami for domestic operations while establishing international companies with
offices in Oslo, Luxembourg, London, Rome, Karachi, Hong Kong, and Kuala Lumpur.
During the last 10 years, Mr. McLarty served as a director of several public
companies, with responsibilities ranging from chairman of the board to chairman
of the audit committee to chairman of the compensation committee.  Mr. McLarty
is a graduate of the University of Georgia, with a B.A. in political science.

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

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

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

     Gisle Larsen since 2004 has been the chief executive officer of iPhone, an
international telecom operator in Scandinavia.  Prior to his service with
iPhone, from 2002 until 2004, Mr. Larsen was a director of business development
at n-Tel Communications Ltd., Dubai, United Arab Emirates.  Mr. Larsen has 15
years of executive management level experience within the IT and
telecommunications industries including two years from 2000 until 2002 as chief
executive officer for iOnosphere Asia & Middle East Ltd., a company developing a
regional telecom solutions presence in Asia, Africa and the Middle East.  Prior
to that assignment, Mr. Larsen served for four years with Telenor International
as director of international markets from 1996 until 1998, and director of
business development from 1998 until 2000, during which time he was responsible
for the establishment of wholesale telecom businesses in nine countries.  Before
1996, he worked with IBM, a publicly traded company and with BEST Decision
Support Ltd., which he co-founded.  Mr. Larsen has an MBA from the Norwegian
School of Management.

     Dennis C. Hayes founded and continues to provide leadership for an Internet
industry trade association, which works closely with the United States Congress,
the FCC and other parts of the government to protect the interests of the
Internet industry through legislative initiatives and advocacy.  Mr. Hayes is
the former chairman, president and chief executive officer of Hayes
Microcomputer Products, Inc., which he founded, grew and provided executive
leadership from a start up to a global company reaching revenues in excess of
$240 million annually, with more than 1,500 employees.  Mr. Hayes was inducted
into the Technology Hall of Fame in 2004 as a direct result of his contributions
to the industry.

COMMITTEES OF THE BOARD OF DIRECTORS

     Compensation Committee.  Our board of directors has created a compensation
committee to assist our board in meeting its responsibilities with regard to
oversight and determination of executive compensation and to review and make
recommendations to the board with respect to major compensation plans, policies
and programs of Charys.  The committee shall consist of not fewer than two
members of the board, with the exact number being determined by the board.  Each
member shall meet the independence and outside director requirements of
applicable tax and securities laws and regulations and stock market rules.  The
members of the committee are H. Alec McLarty


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<PAGE>
as chairman, Neil L. Underwood, and Gisle Larsen.  We have adopted an amended
charter for the compensation committee.

     Audit Committee.  Our board of directors has created an audit committee
which is directly responsible for the appointment, compensation, and oversight
of the work of any registered public accounting firm employed by us (including
resolution of disagreements between our management and the auditor regarding
financial disclosure) for the purpose of preparing or issuing an audit report or
related work.  The audit committee also reviews and evaluates our internal
control functions.  The members of the committee are David S. Gergacz as
chairman,  Neil L. Underwood and Catherine B. McKee.  We have adopted an amended
charter for the audit committee.

     Audit committee members shall meet the requirements of the National
Association of Securities Dealers and the criteria set forth below.  The audit
committee shall be comprised of at least three members of the board, with the
exact number being determined by the board.  Each member of the committee shall
meet the independence and experience requirements of the applicable provisions
of federal law and the rules and regulations promulgated thereunder and the
applicable rules of The Nasdaq Stock Market.  All members of the audit committee
shall have a basic understanding of finance and accounting and be able to read
and understand fundamental financial statements, and at least one member of the
audit committee shall have accounting or related financial management expertise.

     Specifically, the audit committee:

-    Reviews and reassess the adequacy of its charter at least annually. Submits
     the charter to the board of directors for approval and have the document
     published at least every three years in accordance with the Securities and
     Exchange Commission regulations.

-    Reviews our annual audited financial statements prior to filing or
     distribution. Review should include discussion with management and
     independent auditors of significant issues regarding accounting principles,
     practices and judgments.

-    In consultation with the management and the independent auditors, considers
     the integrity of Charys' financial reporting processes and controls.
     Discusses significant financial risk exposures and the steps management has
     taken to monitor, control and report such exposures. Reviews significant
     findings prepared by the independent auditors together with management's
     responses including the status of previous recommendations.

-    Reviews the independence and performance of the auditors and annually
     recommend to the board of directors the appointment of the independent
     auditors or approve any discharge of auditors when circumstances warrant.

-    Approves the fees and other significant compensation to be paid to the
     independent auditors.

-    On an annual basis, the audit committee should review and discuss with the
     independent auditors all significant relationships they have with Charys
     that could impair the auditors' independence.

-    Reviews the independent auditors' audit plan, and discuss scope, staffing,
     locations, reliance upon management and internal audit and general audit
     approach.

-    Discusses certain matters required to be communicated to audit committees
     in accordance with the American Institute of Certified Public Accountants
     Statement of Auditing Standards No. 61.

-    Considers the independent auditors' judgment about the quality and
     appropriateness of Charys' accounting principles as applied in its
     financial reporting.

     The members of the audit committee are independent as defined under Rule
4200(a)(15) of the NASD's listing standards.


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<PAGE>
     Our board of directors has determined that Mr. Gergacz is a financial
expert.  In addition, Mr. Gergacz is independent, as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934.  In order
to be considered to be independent, a member of an audit committee of a listed
issuer that is not an investment company may not, other than in his or her
capacity as a member of the audit committee, the board of directors, or any
other board committee:

-    Accept directly or indirectly any consulting, advisory, or other
     compensatory fee from the issuer or any subsidiary thereof, provided that,
     unless the rules of the national securities exchange or national securities
     association provide otherwise, compensatory fees do not include the receipt
     of fixed amounts of compensation under a retirement plan (including
     deferred compensation) for prior service with the listed issuer (provided
     that such compensation is not contingent in any way on continued service);
     or

-    Be an affiliated person of the issuer or any subsidiary thereof.

     As defined by the Exchange Act, an audit committee financial expert means a
person who has the following attributes:

-    An understanding of generally accepted accounting principles and financial
     statements;

-    The ability to assess the general application of such principles in
     connection with the accounting for estimates, accruals and reserves;

-    Experience in preparing, auditing, analyzing or evaluating financial
     statements that present a breadth and level of complexity of accounting
     issues that are generally comparable to the breadth and complexity of
     issues that can reasonably be expected to be raised by our financial
     statements, or experience actively supervising one or more persons engaged
     in such activities;

-    An understanding of internal controls and procedures for financial
     reporting; and

-    An understanding of audit committee functions.

     Mr. Gergacz has acquired the status of financial expert through experience
actively supervising a principal financial officer, principal accounting
officer, controller, public accountant, auditor or person performing similar
functions, and overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements.

     Nominating and Corporate Governance Committee.  Our board of directors has
created a nominating and corporate governance committee which exercises the
power and authority to recommend the appropriate size and composition of our
board, nominees for election to our board, and nominees for election to the
committees.  The committee shall consist of not less than three members of the
board, with the exact number being determined by the board.  Each member shall
meet the independence requirements of applicable provisions of the federal
securities laws and the rules promulgated thereunder and the applicable rules of
The Nasdaq Stock Market.  The members of the committee are Catherine B. McKee as
chairman, H. Alec McLarty, and Dennis C. Hayes.  We have adopted an amended
charter for the nominating and corporate governance committee.

     Finance Committee.  Our board of directors has created a finance committee
which makes recommendations to the board of directors concerning financing
matters related to acquisitions and the capital structure of Charys.  The
members of the committee are John Jordan as chairman and Dennis C. Hayes.  We
have adopted an amended charter for the finance committee.  The committee will
consist of a minimum of three members of the board of directors, the majority of
whom shall meet the same independence and experience requirements of our audit
committee and the applicable provisions of federal law and the rules and
regulations promulgated thereunder and the applicable rules of The Nasdaq Stock
Market.  The members of the committee are recommended by the Nominating and
Corporate Governance Committee and are appointed by and serve at the discretion
of the board of directors.


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<PAGE>
     Executive Committee.  Our board of directors has created an executive
committee which exercises all the powers and authority of our board between
regular or special meetings of the board in the management of our business and
affairs, except to the extent limited by Delaware law.  The members of the
committee are Billy V. Ray, Jr. as chairman, H. Alec McLarty, David S. Gergacz,
Catherine B. McKee, John Jordan, and Michael Oyster.  We have adopted a charter
for the executive committee.

CODE OF ETHICS FOR SENIOR EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICERS

     We have adopted an amended code of ethics that applies to our president,
chief executive officer, chief operating officer, chief financial officer, and
all financial officers, including the principal accounting officer.  The code
provides as follows:

-    Each officer is responsible for full, fair, accurate, timely and
     understandable disclosure in all periodic reports and financial disclosures
     required to be filed by Charys with the SEC or disclosed to our
     stockholders and/or the public.

-    Each officer shall immediately bring to the attention of the audit
     committee, or disclosure compliance officer, any material information of
     which the officer becomes aware that affects the disclosures made by Charys
     in its public filings and assist the audit committee or disclosure
     compliance officer in fulfilling its responsibilities for full, fair,
     accurate, timely and understandable disclosure in all periodic reports
     required to be filed with the SEC.

-    Each officer shall promptly notify our general counsel, or the president or
     chief executive officer as well as the audit committee of any information
     he may have concerning any violation of our Code of Business Conduct or
     this Code of Ethics for Senior Executive Officers and Senior Financial
     Officers, including any actual or apparent conflicts of interest between
     personal and professional relationships, involving any management or other
     employees who have a significant role in Charys' financial reporting,
     disclosures or internal controls.

-    Each officer shall immediately bring to the attention of our general
     counsel, the president or the chief executive officer and the audit
     committee any information he may have concerning evidence of a material
     violation of the securities or other laws, rules or regulations applicable
     to Charys and the operation of its business, by Charys or any agent of
     Charys.

-    Any waiver of this Code of Ethics for Senior Executive Officers and Senior
     Financial Officers for any Officer must be approved, if at all, in advance
     by a majority of the independent directors serving on our board of
     directors. Any such waivers granted will be publicly disclosed in
     accordance with applicable rules, regulations, and listing standards.

     We have posted a copy of the code of ethics on our website at
www.charys.com.  We have filed with the SEC a copy of the code of ethics.

     We will provide to any person without charge, upon request, a copy of our
code of ethics.  Any such request should be directed to our corporate secretary
at 1117 Perimeter Center West, Suite N-415, Atlanta, Georgia 30338, telephone
(678) 443-2300, fax (678) 443-2320, or by e-mail info@charys.com.

CODE OF BUSINESS CONDUCT

     We have adopted a Code of Business Conduct which applies to Charys and all
of its subsidiaries, whereby we expect each employee to use sound judgment to
help us maintain appropriate compliance procedures and to carry out our business
in compliance with laws and high ethical standards.  Each employee of Charys is
expected to read the Code and demonstrate personal commitment to the standards
set forth in the Code.  Our officers and other supervising employees are
expected to be leaders in demonstrating this personal commitment to the
standards outlined in the Code and recognizing indications of illegal or
improper conduct.  All employees are expected to report appropriately any
indications of illegal or improper conduct.  An employee who does not comply
with the


                                        7
<PAGE>
standards set forth in the Code may be subject to discipline in light of the
nature of the violation, including termination of employment.

     We have posted a copy of the code of ethics on our website at
www.charys.com.  We have filed with the SEC a copy of the code of ethics.

     We will provide to any person without charge, upon request, a copy of our
code of ethics.  Any such request should be directed to our corporate secretary
at 1117 Perimeter Center West, Suite N-415, Atlanta, Georgia 30338, telephone
(678) 443-2300, fax (678) 443-2320, or by e-mail info@charys.com.

DIRECTORS COMPENSATION

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

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10 percent of a registered class of our
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of our equity securities.  Officers, directors and
greater than 10 percent stockholders are required by SEC regulation to furnish
us with copies of all Section 16(a) forms they file.  Messrs. Ray, Smith,
Richard Mangiarelli (a former director), Edward Acosta (a former vice
president), Ben Holcomb (a former president), Jordan, McLarty, Underwood,
Gergacz, Oyster, Larsen, and Novak and Ms. McKee failed to timely file Form 3s
and Form 4s during our fiscal year ended April 30, 2006.  Messrs. Morgan Ralph
DeLucia (a former vice president) and Hayes have not filed Form 3s and Form 4s
during our fiscal year ended April 30, 2006.

ITEM 10.     EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     The compensation program for our executives consists of three key elements:

-    A base salary;

-    A performance bonus; and

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

     Base Salary.  Our chief executive officer and all other senior executive
officers receive compensation based on such factors as competitive industry
salaries, a subjective assessment of the contribution and experience of the
officer, and the specific recommendation by the chief executive officer.

     Performance Bonus.  A portion of each officer's total annual compensation
is in the form of a bonus.  All bonus payments to officers must be approved by
the compensation committee based on the individual officer's performance and
company performance.


                                        8
<PAGE>
     Stock Incentive.  Stock options are granted to executive officers based on
their positions and individual performance.  Stock options provide incentive for
the creation of stockholder value over the long term and aid significantly in
the recruitment and retention of executive officers.  The compensation committee
considers the recommendations of the chief executive officer for stock option
grants to executive officers (other than the chief executive officer) and
approves, disapproves or modifies such recommendation.

SUMMARY COMPENSATION TABLE

     The following table sets forth information regarding annual and long-term
compensation with respect to the fiscal years ended April 30, 2006, 2005 and
2004 for services in all capacities rendered to us by the named executive
officers.  There was no other person serving as an executive officer of Charys
at April 30, 2006, whose total annual salary and bonus exceeded $100,000.

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION                  LONG TERM COMPENSATION

                                                                           AWARDS                         PAYOUTS

                                                                           RESTRICTED   SECURITIES
                              FISCAL                        OTHER ANNUAL   STOCK        UNDERLYING        LTIP      ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR    SALARY      BONUS     COMPENSATION   AWARD(S)     OPTIONS/SARS (#)  PAYOUTS   COMPENSATION
<S>                           <C>     <C>         <C>       <C>            <C>          <C>               <C>       <C>
Billy V. Ray, Jr.,              2006  $      -0-  $    -0-  $         -0-          -0-               -0-  $    -0-  $         -0-
Chairman, Chief                 2005  $      -0-  $    -0-  $         -0-          -0-               -0-  $    -0-  $         -0-
Executive Officer, and          2004  $      -0-  $    -0-  $         -0-          -0-               -0-  $    -0-  $         -0-
Director (1)

Raymond J. Smith,               2006  $      -0-  $    -0-  $         -0-          -0-               -0-  $    -0-  $         -0-
Vice President,                 2005  $      -0-  $    -0-  $         -0-          -0-           450,000  $    -0-  $         -0-
Secretary, and Chief            2004  $      -0-  $    -0-  $         -0-          -0-           150,000  $    -0-  $         -0-
Financial Officer (2)
</TABLE>

--------------
(1)  Mr. Ray's management contract commenced in 2004 and includes an automobile
     allowance of $500 per month.
(2)  Mr. Smith's executive employment agreement commenced in 2004 and includes
     an automobile allowance of $500 per month.

     As of the date of this Annual Report, none of our executive officers
receive any perquisites which exceed in value the lesser of $50,000 or 10
percent of such officer's salary and bonus, although they may receive some
perquisites in the future.

EMPLOYMENT AGREEMENTS

     On June 15, 2004, Billy V. Ray, Jr. and Raymond J. Smith executed
employment agreements with us.  On June 25, 2004 at a Special Meeting of
Directors, the full board approved the foregoing employment agreements.  Each
agreement terminates on November 30, 2006, subject to an automatic renewal
provision.  The basic terms of each agreement are as follows:

-    Pursuant to the terms of Mr. Ray's agreement with us, Mr. Ray serves as our
     chief executive officer. Mr. Ray's agreement automatically renews for an
     additional three year term at the conclusion of the initial or successive
     three year terms. Mr. Ray receives a base salary which varies according to
     the levels of our revenue. Mr. Ray is eligible to receive a bonus, car
     allowance and other benefits in addition to his base salary. As part of his
     compensation pursuant to the employment agreement, Mr. Ray also received an
     option to purchase 10,000 shares of our common stock.

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


                                        9
<PAGE>
     Mr. Smith also received an option to purchase 150,000 shares of our common
     stock as part of his agreement.

     On February 1, 2006 we executed an employment agreement with Michael
Oyster.  The agreement is for three years, or such earlier date on which Mr.
Oyster's employment is terminated.  On each anniversary of the agreement, the
expiration date of the agreement shall be extended for one year unless Charys
notifies Mr. Oyster to the contrary.  Upon execution of the agreement, Mr.
Oyster received 50,000 shares of our common stock.  In addition, he was granted
an incentive stock option to purchase 300,000 shares of our common stock at its
then fair market value, which is immediately vested and exercisable.  Mr. Oyster
receives a base salary of $200,000 per year and a $500 per month automobile
allowance.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANT TABLE

<TABLE>
<CAPTION>
                                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                INDIVIDUAL GRANTS

      NAME         NUMBER OF SECURITIES         % OF TOTAL         EXERCISE OR BASE PRICE   EXPIRATION DATE
                        UNDERLYING         OPTIONS/SARS GRANTED            ($/SH)
                   OPTIONS/SARS GRANTED   TO EMPLOYEES IN FISCAL
                            (#)                    YEAR
<S>                <C>                    <C>                      <C>                      <C>
Billy V. Ray, Jr.                    -0-                     -0-                       -0-              -0-
Raymond J. Smith                 600,000                    14.9%                     0.40          4/28/15
</TABLE>

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS EXERCISE AND VALUATION TABLE

<TABLE>
<CAPTION>
                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                           AND FY-END OPTION/SAR VALUES

NAME               SHARES ACQUIRED ON   VALUE REALIZED ($)     NUMBER OF SECURITIES      VALUE OF UNEXERCISED IN-
                      EXERCISE (#)                            UNDERLYING UNEXERCISED      THE-MONEY OPTIONS/SARS
                                                              OPTIONS/SARS AT FY-END          AT FY-END ($)
                                                                       (#)

                                                            EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
<S>                <C>                  <C>                 <C>                         <C>
Billy V. Ray, Jr.                  -0-                 -0-                     -0-/-0-                     -0-/-0-
Raymond J. Smith                   -0-                 -0-             600,000/600,000             600,000/600,000
</TABLE>

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

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

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

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

-    Each director;

-    Each named executive officer; and

-    All directors and officers as a group.


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                     COMMON STOCK BENEFICIALLY     PREFERRED STOCK BENEFICIALLY
                                                             OWNED (2)                       OWNED (2)
                                                    ----------------------------  -------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)              NUMBER         PERCENT         NUMBER          PERCENT
--------------------------------------------------  -----------  ---------------  -------------  ----------------
<S>                                                 <C>          <C>              <C>            <C>
Billy V. Ray, Jr. (3). . . . . . . . . . . . . . .    2,201,815              7.4      1,000,000             66.66
Raymond J. Smith (4) . . . . . . . . . . . . . . .      608,332              2.1            -0-               -0-
Michael Oyster (5) . . . . . . . . . . . . . . . .      493,332              1.7            -0-               -0-
John Jordan(6) . . . . . . . . . . . . . . . . . .       87,842                *            -0-               -0-
Neil L. Underwood. . . . . . . . . . . . . . . . .          -0-              -0-            -0-               -0-
David S. Gergacz . . . . . . . . . . . . . . . . . . .   85,000                *            -0-               -0-
Gisle Larsen (7) . . . . . . . . . . . . . . . . .      220,000                *            -0-               -0-
Dennis C. Hayes (8). . . . . . . . . . . . . . . .      185,000                *            -0-               -0-
Catherine B. McKee (9) . . . . . . . . . . . . . .       85,000                *            -0-               -0-
H. Alec McLarty. . . . . . . . . . . . . . . . . .       85,000                *            -0-               -0-
All directors and officers as a group (10 persons)    4,051,321             13.7      1,000,000             66.66
The Frost National Bank (10) . . . . . . . . . . .      400,000                *        500,000             33.33
Troy Crochet . . . . . . . . . . . . . . . . . . .    7,250,000             24.5            -0-               -0-
</TABLE>

-----------------
*     Less than one percent.
(1)  Unless otherwise indicated, the address for each of these stockholders is
     c/o Charys Holding Company, Inc., 1117 Perimeter Center West, Suite N-415,
     Atlanta, Georgia 30338. Also, unless otherwise indicated, each person named
     in the table above has the sole voting and investment power with respect to
     his shares of our common and preferred stock beneficially owned.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     For purposes of calculating the percentage beneficially owned, the number
     of shares of common stock deemed outstanding include (i) 29,613,433 shares
     outstanding as of July 31, 2006 and (ii) shares issuable by Charys pursuant
     to options or warrants held by the respective person or group that may be
     exercised within 60 days following July 31, 2006 ("Presently Exercisable
     Rights"). Presently Exercisable Rights are considered to be outstanding and
     to be beneficially owned by the person or group holding such rights for the
     purpose of computing the percentage ownership of such person or group but
     are not treated as outstanding for the purpose of computing the percentage
     ownership of any other person or group.
(3)  Includes 50,000 shares issuable pursuant to Presently Exercisable Rights.
     In addition, pursuant to the Amended and Restated Stock Purchase Agreement,
     Mr. Ray has the right to acquire an additional 2,237,222 shares of our
     common stock. In addition, Mr. Ray owns 1,000,000 shares of our Series A
     preferred stock which has the equivalent voting power of 250 million shares
     of our common stock. Consequently, Mr. Ray has total voting rights
     representing 252,185,150 shares of our common stock, which number exceeds
     our issued and outstanding common stock on the date of this Annual Report,
     even after considering the issuance of all of the shares potentially
     issuable upon conversion or exercise of all outstanding debentures,
     warrants and options described in this Annual Report.
(4)  Represent shares issuable pursuant to Presently Exercisable Rights.
(5)  Includes 425,000 shares issuable pursuant to Presently Exercisable Rights.
(6)  Includes 63,825 shares currently issuable pursuant to a consulting
     agreement.
(7)  Include 200,000 shares issuable pursuant to Presently Exercisable Rights.
(8)  Include 100,000 shares issuable pursuant to Presently Exercisable Rights.
(9)  Include 100,000 shares issuable pursuant to Presently Exercisable Rights.
(10) The preferred shares held by Frost Bank do not have any voting rights.
     However, each share is convertible in one share of our common stock.
     Conversion rights with respect to the 500,000 shares of the Series C
     preferred stock do not begin until April 2007 and expire April 2009. Frost
     Bank has the right to demand registration of any shares of our common stock
     into which the preferred shares are converted. The address for Frost Bank
     is P.O. Box 1600, San Antonio, Texas 78296.

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

     Other than as stated herein, there are no arrangements or understandings
among members of both the former and the new control groups and their associates
with respect to election of directors or other matters.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There have been several transactions between various officers, directors,
and affiliates of Charys, specifically, Billy V. Ray, Jr., Richard Mangiarelli,
Janet Risher, Richard Schmidt, Gerry Hall, and Michael J. Novak, all of which
are more fully described in "Risk Factors" and "Description of Business" in Item
1 of this Annual Report.

     Other than as stated above:

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


                                       11
<PAGE>
-    There are no arrangements or understandings among members of both the
     former and the new control groups and their associates with respect to
     election of directors or other matters.

ITEM 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 Attachment to 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, filed as Exhibit 3.1 to an amended Form 10-KSB on May 4, 2006, Commission file
           number 000-18292.
 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., filed as Exhibit 3.2 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-
           18292.
 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., filed as Exhibit 3.3 to an
           amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
 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., filed as Exhibit 3.4 to an amended Form 10-KSB on May 4, 2006, Commission file
           number 000-18292.
 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 Exhibit A of the Definitive Proxy Statement
           dated June 10, 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 April 28, 2004 with the State of Delaware, filed as attachment D to Definitive
           Proxy Statement dated June 10, 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., filed as Exhibit 3.11 to an
           amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
 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.


                                       12
<PAGE>
 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.
 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 Attachment E to Exhibit 2.1of Form 8-K, dated
           March 10, 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 Attachment E to Exhibit 2.1of Form 8-K,
           dated March 10, 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 Attachment E to Exhibit 2.1of Form 8-K, dated
           March 10, 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 Attachment E to Exhibit 2.1of Form 8-K, dated
           March 10, 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 Attachment E to Exhibit 2.1of Form 8-K,
           dated March 10, 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 Attachment E to Exhibit 2.1of Form 8-K,
           dated March 10, 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 Attachment E to Exhibit 2.1of Form 8-K,
           dated March 10, 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 Attachment E to Exhibit 2.1of Form 8-K,
           dated March 10, 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 Attachment E to Exhibit 2.1of Form
           8-K, dated March 10, 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 Attachment E to Exhibit 2.1of
           Form 8-K, dated March 10, 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 Attachment E to Exhibit 2.1of
           Form 8-K, dated March 10, 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 Attachment E to Exhibit 2.1of Form
           8-K, dated March 10, 2004, Commission file number 000-18292.


                                       13
<PAGE>
 10.19*    Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
           International, Inc., and Bruce Caldwell dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
           Form 8-K, dated March 10, 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 Attachment E to Exhibit 2.1of
           Form 8-K, dated March 10, 2004, Commission file number 000-18292.
 10.21*    Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
           International, Inc., and Ash Mascarenhas dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
           Form 8-K, dated March 10, 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 Attachment E to Exhibit
           2.1of Form 8-K, dated March 10, 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.


                                       14
<PAGE>
 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.
 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*    Form of Employment Agreement between CCI Telecom, Inc. and Michael J. Novak, dated March 4,
           2005, filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number
           000-18292.


                                       15
<PAGE>
 10.62*    Form of Employment Agreement between CCI Telecom, Inc. and Jimmy J. Taylor, dated March 4, 2005,
           filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number 000-
           18292.
 10.63*    Form of Employment Agreement between CCI Telecom, Inc. and F. Dale Ponder, dated March 4, 2005,
           filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number 000-
           18292.
 10.64*    Form of Employment Agreement between CCI Telecom, Inc. and Roger J. Benavides, dated March 4,
           2005, filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number
           000-18292.
 10.65*    Employment Contract between Method IQ, Inc. and Jerry Harrison, dated December 22, 2005, filed as
           Exhibit 10.61 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
 10.66*    Employment Contract between Method IQ, Inc. and Gregory Buchholz, dated December 22, 2005, filed
           as Exhibit 10.62 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
 10.67*    Agreement and Plan of Merger by and among Charys Holding Company, Inc., LFC Acquisition
           Company, Inc., LFC, Inc., L. Ford Clark, Melysa B. Austin, and James E. Clark, Jr., dated April 24, 2006,
           filed as Exhibit 10.67 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
 10.68*    Securities Purchase Agreement by and between Charys Holding Company, Inc., and Gottbetter Capital
           Master, Ltd., Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy
           Master Fund LLC, Casterligg Master Investments Ltd., and UBS O'Connor LLC F/B/O O'Connor Pipes
           Corporate Strategies Master Ltd., dated May 19, 2006, filed as Exhibit 10.68 to Form 10-KSB on August
           23, 2006, Commission file number 000-18292.
 10.69*    Securities Purchase Agreement by and among Charys Holding Company, Inc., Crochet & Borel Services,
           Inc. and Tony Crochet, effective May 1, 2006, and filed as Exhibit 10.1 to Form 8-K on June 8, 2006,
           Commission file number 000-18292.
 10.70*    Stock Purchase Agreement by and among Digital Communications Services, Inc., Billy B. Caudill and
           Daniel L. Osborne and Charys Holding Company, Inc., dated June 9, 2006, filed as Exhibit 10.70 to Form
           10-KSB on August 23, 2006, Commission file number 000-18292.
 10.71*    Employment Agreement between M. Ralph DeLucia and Charys Holding Company, Inc. , filed as Exhibit
           10.71 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
 10.72*    Settlement Agreement and Mutual Release dated June 5, 2006 by and between Lumbermens Mutual
           Casualty Company, Able Telecommunications & Power, Inc., Transportation Safety Contractors, Inc.,
           Georgia Electric Company (Able, TSC and GEC which are now known as Viasys Services, Inc.) and the
           parent company of Able, TSC and GEC, Charys Holding Company, Inc., and filed as Exhibit 10.1 to
           Form 8-K on June 14, 2006, Commission file number 000-18292.
 10.73*    Registration Rights Agreement dated June 2006 by and between the Registrant, and Lumbermens Mutual
           Casualty Company pursuant to that certain Settlement Agreement and Mutual Release by and
           among the Registrant, Lumbermens, Able Telecommunications & Power, Inc., Transportation Safety
           Controllers, Inc. and Georgia Electric Company, and filed as Exhibit 10.2 to Form 8-K on June 13, 2006,
           Commission file number 000-18292.
 10.74*    Certificate of Designation for Series D Convertible Preferred Stock filed May 19, 2006 with the Secretary
           of State of Delaware, and filed as Exhibit 2.1 to Form 8-K on May 23, 2006, Commission file number
           000-18292.
 10.75*    Press release issued May 22, 2006 announcing that a notice of redemption was delivered to the holders of
           the Registrant's 8% Secured Convertible Debenture issued on November 17, 2005 and that the Registrant
           had redeemed the aggregate principal amount of the debenture outstanding, plus accrued and unpaid
           interest up to and including May 19, 2006, and filed as Exhibit 99.1 to Form 8-K on May 23, 2006,
           Commission file number 000-18292.
 10.76*    Press release issued May 23, 2006 announcing details regarding the Redemption of the $4 Million
           Convertible Debenture issued November 2005 and the associated new sale of $13 million of its Series D
           Convertible Preferred Stock, and filed as Exhibit 99.2 to Form 8-K on May 23, 2006, Commission file
           number 000-18292.
 10.77*    Amended press release dated May 12, 2006 announcing satisfaction of "make-whole" provisions under
           agreements with CCI Telecom, Inc., CCI Associates, Ltd., and Method IQ, Inc., and filed as Exhibit 99.1
           to Form 8-K on May 12, 2006, Commission file number 000-18292.
 10.78*    Initial press release dated May 11, 2006 announcing satisfaction of "make-whole" provisions under
           agreements with CCI Telecom, Inc., CCI Associates, Ltd., and Method IQ, Inc., and filed as Exhibit 99.2
           to Form 8-K on May 12, 2006, Commission file number 000-18292.


                                       16
<PAGE>
 10.79*    Employee Stock Incentive Plan for the Year 2006, and filed as Exhibit 4.1 to Form S-8 on May 12, 2006,
           Commission file number 333-134091.
 10.80*    Non-Employee Consultants Retainer Stock Plan for the Year 2006, and filed as Exhibit 4.1 to Form S-8
           on May 12, 2006, Commission file number 333-134091.
 10.81*    Quitclaim Deed, between Viasys Services, Inc. and VSI Real Estate Holding, Inc., dated February 15,
           2006, filed as Exhibit 10.63 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-
           18292.
 10.82*    Asset Purchase Agreement by and among Aeon Technologies, Ltd. and Contemporary Constructors
           Nevada, Inc., dated April 9, 2006, filed as Exhibit 10.64 to an amended Form 10-KSB on May 4, 2006,
           Commission file number 000-18292.
 10.83*    Office Lease by and between VSI Real Estate Holding, Inc., and Viasys Services, Inc., dated February 15,
           2006, filed as Exhibit 10.65 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-
           18292.
 10.84*    Secured Debenture of Charys Holding Company Inc. due December 22, 2006, filed as Exhibit 10.2 to an
           amended Form 8-K on December 27, 2005, Commission file number 000-18292.
 10.85*    Warrant to Purchase Common Stock of Charys Holding Company Inc. due December 22, 2008, filed as
           Exhibit 10.3 to an amended Form 8-K on December 27, 2005, Commission file number 000-18292.
 10.86*    Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2005, filed as Exhibit 4.1 to
           Form S-8 on December 19, 2005, Commission file number 333-130455.
 10.87*    Warrant  to  Purchase  Stock  issued  to Greater Bay Bank, N.A., dated August  1,  2005, filed as Exhibit
           10.1 to an amended Form 8-K on October 17, 2005, Commission file number 000-18292.
 10.88*    Amendment to Ground Lease dated November 30, 2004 between Realm Insurance Company, and Charys
           Holding Company, Inc., filed as Exhibit 10.36 to Form 10-QSB on March 22, 2005, Commission file
           number 000-18292.
 10.89*    Letter Agreement Between Charys Holding Company, Inc. and CCI Associates, LTD. dated March 4,
           2005, filed as Exhibit 10.38 to Form 10-QSB on March 22, 2005, Commission file number 000-18292.
 10.90*    Plan and Agreement of Triangular Between Charys Holding Company, Inc., Charys Acquisition
           Company, Inc. and CCI Telecom, Inc., filed as Exhibit 2.1 to Form 8-K on March 10, 2005, Commission
           file number 000-18292.
 10.91*    Deed of Trust Note between Viasys Services, Inc. and Comcorps, Inc, dated December 29, 2005, filed as
           Exhibit 10.91 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
 10.92*    Stock Purchase Agreement, dated June 20, 2006, between Ayin Holding Company Inc., a subsidiary of
           Charys Holding Company, Inc., Mitchell Site Acquisition, Inc., and Matthew B. Mitchell, filed as Exhibit
           10.1 to Form 8-K on June 27, 2006, Commission file number 000-18292.
 10.93*    Stock Purchase Agreement, dated June 20, 2006 between Ayin Holding Company Inc., a subsidiary of
           Charys Holding Company, Inc., Complete Tower Sources, Inc., and Lori H Mitchell, filed as Exhibit 10.2
           to Form 8-K on June 27, 2006, Commission file number 000-18292.
 10.94*    Tower Asset Purchase Agreement and Tower Asset Exclusive Option Agreement, both dated June 20,
           2006 between Ayin Holding Company Inc., a subsidiary of Charys Holding Company, Inc., The Tower
           Company of Louisiana, LLC, and Lester Boheim, filed as Exhibit 10.3 to Form 8-K on June 27, 2006,
           Commission file number 000-18292.
 10.95*    Employment Agreement between Michael F. Oyster and Charys Holding Company, Inc., dated March 7,
           2006, filed as Exhibit 10.95 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
 10.96**   Charter of the Executive Committee of the Board of Directors of Charys Holding Company, Inc.
 10.97**   Amended Charter of the Compensation Committee of Charys Holding Company, Inc.
           Amended Charter of the Nominating and Corporate Governance Committee of Charys Holding Company,
 10.98**   Inc.
 10.99**   Amended Charter of the Audit Committee of Charys Holding Company, Inc.
 10.100**  Amended Charter of the Finance Committee of the Board of Directors of Charys Holding Company, Inc.
 14.1*     Code of Ethics, filed as Exhibit 14 to Form 10-KSB on August 17, 2004, Commission file number 000-
           18292.
 14.2**    Code of Business Conduct of Charys Holding Company, Inc.
 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.


                                       17
<PAGE>
 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.

AUDIT FEES

     The aggregate fees billed by Miller, Ray, Houser & Stewart, LLP for
professional services rendered for the audit of our annual financial statements
for fiscal year ended April 30, 2006 were $275,000.

AUDIT-RELATED  FEES

     The aggregate audit-related fees billed Miller, Ray, Houser & Stewart, LLP
for professional services rendered for the audit of our annual financial
statements for fiscal year ended April 30, 2006 were $36,255.

ALL OTHER FEES

     There were no other fees billed by Miller, Ray, Houser & Stewart, LLP for
professional services rendered, other than as stated under the captions Audit
Fees, Audit-Related Fees, and Tax Fees.

                                   SIGNATURES

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

                                        CHARYS HOLDING COMPANY, INC.

Date: August 28, 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


                                       18
<PAGE>
     As required under the Securities Exchange Act of 1934, as amended, this
Annual Report has been signed below by the following persons in the capacities
and on the dates indicated:

<TABLE>
<CAPTION>
       SIGNATURE                       TITLE                      DATE
----------------------  -----------------------------------  ---------------
<S>                     <C>                                  <C>


/s/ Billy V. Ray, Jr.   Chairman, Chief Executive Officer,   August 28, 2006
----------------------             and Director
  BILLY V. RAY, JR.


 /s/ Raymond J. Smith   Vice President, Secretary and Chief  August 28, 2006
----------------------           Financial Officer
  RAYMOND J. SMITH


  /s/ Michael Oyster        Vice President and Director      August 28, 2006
----------------------
   MICHAEL OYSTER


/s/ Neil L. Underwood                Director                August 28, 2006
----------------------
  NEIL L. UNDERWOOD


   /s/ Dave Gergacz                  Director                August 28, 2006
----------------------
   DAVID S. GERGACZ


 /s/ Dennis C. Hayes                 Director                August 28, 2006
----------------------
   DENNIS C. HAYES


/s/ Catherine B. McKee               Director                August 28, 2006
----------------------
 CATHERINE B. MCKEE


  /s/ H. Alec McLarty                Director                August 28, 2006
----------------------
   H. ALEC MCLARTY
</TABLE>


                                       19