SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ________________

                                  FORM 10-KSB

(Mark One)

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 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
              ATLANTA, GEORGIA                               30338
   (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 [X] No [ ]

     State issuer's revenues for its most recent fiscal year: $48.6 million.


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     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 9, 10, 11, 12 and 14 of Part III
of this Form 10-KSB, which incorporates by reference the registrant's 2006 Proxy
Statement.

<TABLE>
<CAPTION>
                                          TABLE OF CONTENTS

<S>                                                                                                <C>
Item 1.     Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.     Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
Item 4.     Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . .  50
Item 5.     Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . .  50
Item 6.     Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . .  53
Item 7.     Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
Item 8.     Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.  60
Item 8A.    Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
Item 8B.    Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . .  62
Item 10.    Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
Item 11.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
Item 12.    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . .  63
Item 13.    Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
Item 14.    Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . .  69
</TABLE>


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                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

COMPANY OVERVIEW

     We were incorporated in Minnesota in February 1959 under the name "Rogers
Hardware and Lumber Company." Originally, we were engaged in the business of
assisting new prospects in setting up their own retail clothing and shoe stores.
Services included store fixtures and beginning inventory, management training
and consulting, assistance with the selection of accessories and grand opening.
In that capacity, we acted as a holding company for High Country Fashions, Inc.
On April 29, 1997, we abandoned our investment in High Country Fashions, Inc.
and approved a transfer of High Country Fashions, Inc. to Continental Casuals,
Ltd. The transaction left us with no assets and no business. On October 12,
2000, we merged with Spiderboy International, Inc. which was in the business of
creating and running the "Spiderboy.com" search engine on the World Wide Web.
Spiderboy International's main focus was to create several tiers of ad revenue
by specializing in geographical and categorical portals and giving away or
licensing them to regional government agencies. The search engine was to offer
information from local television guides to governmental, hospital, hotel and
airport information from around the world. Because of the change in the Internet
environment, we abandoned our plans to pursue our proposed Internet activities.

CHANGE IN CONTROL

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

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

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

     Pursuant to a Certificate of Designation, Preferences and Rights of our
Series A preferred stock, par value $0.001 per share, which we filed with the
Secretary of State of Minnesota, 1,000,000 shares of our preferred stock was
designated as Series A preferred stock.  The Series A preferred stock is not
entitled to receive any dividends, and is not convertible into shares of our
common stock.  On all matters submitted to the vote of our stockholders, a
holder of the Series A preferred stock is entitled to the number of votes held
by such holder multiplied by 250.  On December 16, 2003, we issued to each of
Messrs. Mangiarelli and Schmidt 500,000 shares of our Series A preferred stock.
On February 27, 2004, Mr. Mangiarelli transferred his shares of our common stock
and Series A preferred stock to his wife, Janet Risher.

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

     At the closing of the Stock Purchase Agreement, Ms. Risher and Mr. Schmidt
sold to Mr. Ray 21,851,503 pre reverse split shares of our common stock and
1,000,000 shares of our preferred stock.  Mr. Ray purchased the shares for the
sum of $250,000 pursuant to a promissory note.  The shares transferred to Mr.
Ray contained a legend restricting the transfer thereof as required by the
Securities Act of 1933, as amended (the "Securities Act").  The Stock Purchase
Agreement had initially contemplated that there would be a delayed closing until
such time as the


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<PAGE>
note was paid in full and all other terms of the Stock Purchase Agreement were
satisfied.  However, the parties agreed to eliminate the conditions to the
closing and treat the sale of the shares as completed.

     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, after
allowing for the one for 10 reverse split of our common stock.

     The Stock Purchase Agreement contains a requirement that for so long as Mr.
Ray owns the shares of our common stock purchased thereunder, he agrees to vote
his shares to not increase the number of directors to more than 11 members and
to elect or retain as directors Richard Mangiarelli and John Jordan for a period
of three years from the date of the Stock Purchase Agreement, February 27, 2004.
However, Mr. Mangiarelli resigned as a director on August 11, 2006.

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

     In the discussion of the Stock Purchase Agreement, the references to stock
ownership on or before June 25, 2004 are before the one for 10 reverse split of
our common stock resulting from our change of domicile. In that regard, all of
the shares subject to the Stock Purchase Agreement with Mr. Ray were reversed on
a one for 10 basis following the merger and change of domicile discussed below.

CHANGE OF DOMICILE

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

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

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

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

     The change of domicile did not interrupt the existence of Spiderboy.


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     Officers and Directors. Before the change of domicile, our board of
directors consisted of nine members, Billy V. Ray, Jr., Richard Mangiarelli,
John Jordan, Alec McLarty, Neil L. Underwood, David S. Gergacz, Gisle Larsen,
Michael Oyster, and Dennis C. Hayes. Upon the change of domicile, our board of
directors consisted of the same individuals who were also the directors of
Charys Holding Company, Inc. Additionally, immediately following the change of
domicile, our officers were Billy V. Ray, Jr., president and chief executive
officer, Richard Mangiarelli, chairman of the board of directors, Ben Holcomb,
chief operating officer, and Raymond J. Smith, chief financial officer.
Subsequently, on June 25, 2004, Mr. Ray was elected chairman of the board, Mr.
Holcomb was elected our president, and Mr. Mangiarelli continued as a director
until August 11, 2006, when he resigned for personal reasons. Mr. Holcomb was
terminated as our president in July 2005. See "Management" described in this
Annual Report, for more information concerning our current officers.

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

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

BUSINESS STRATEGY

     We intend to acquire various companies through acquisitions to grow
rapidly.  Our success will depend largely on the quality of the acquisitions and
our ability to integrate these operations into our business model.  The initial
acquisition activity revolved around acquiring existing companies to become part
of our core group of subsidiaries.  Over the past two years we have narrowed our
focus to include three core business segments:

-    Telecommunication Infrastructure Services;

-    Call Center Systems and Software Integration; and

-    General Business Support Services.

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

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

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

-    Premise wiring services will be offered to a variety of large corporations
     and certain governmental agencies. These services, unlike the engineering,
     construction and maintenance services provided to


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     telecommunication companies, are predominantly limited to the installation,
     repair and maintenance of telecommunications infrastructure within improved
     structures. Projects will include the placement and removal of various
     types of cable within buildings and individual offices. These services
     generally include the development of communication networks within a
     company or governmental agency and relate primarily to the establishment
     and maintenance of computer operations, telephone systems, internet access
     and communications monitoring systems established for purposes of
     monitoring.

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

     Call Center Systems and Software Integration. Call Center Software
Integration is designed to assist organizations of all sizes build more
effective customer relationships by streamlining business processes, leveraging
sophisticated technologies, and increasing the efficiency of critical business
interactions. Services include business process consulting, communication
systems auditing and analysis, custom system design, application development,
system implementation integration, technical support, and contact center
outsourcing.

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

ACQUISITION MODEL

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

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

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

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

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

OUR VARIOUS ACQUISITIONS AND RELATED TRANSACTIONS

INNOVATIVE CORPORATE STRATEGIES, INC.

     On April 21, 2004, we acquired all the outstanding shares of Innovative
Corporate Strategies, Inc. ("ICS").  On the date of acquisition ICS was in the
development stage.  The purchase price paid consisted of $10 and cash equal to
the annual earnings before interest, taxes and amortization ("EBITDA") of ICS
over the period commencing at the closing of the acquisition and ending on the
last day of our 2006 fiscal year, calculated in accordance with generally
accepted accounting principles ("GAAP") based on earnings as reflected on ICS'
financial statements multiplied by 3.5, up to a maximum of $12,400,000.  The
amount of consideration was subject


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to adjustments as set forth in the purchase agreement.  As of the date of this
Annual Report there are no remaining obligations to the sellers of ICS.

     Effective August 1, 2005, we sold all outstanding common stock of ICS to an
officer of ICS.  We issued the buyer 40,000 shares of our common stock with a
fair value of $9,200 in exchange for the buyer assuming net liabilities of ICS
of $238,244, resulting in Charys realizing a gain on the sale of $229,044 as
reflected in the accompanying consolidated statements of operations.

PERSONNEL RESOURCES OF GEORGIA, INC.

     On July 30, 2004, we acquired all of the outstanding shares of Personnel
Resources of Georgia, Inc. ("PRG") from Billy V. Ray, Jr., our controlling
stockholder, chairman and chief executive officer.  Mr. Ray was the sole
stockholder of PRG.  The purchase price paid consisted of an amount equal to the
annual EBITDA of PRG over the period commencing on the effective date of the
acquisition and ending on July 1, 2005 calculated in accordance with GAAP based
on earnings as reflected on PRG's financial statements multiplied by five, up to
a maximum of $1,250,000, and a minimum of $250,000.  The amount of consideration
is subject to adjustments, as set forth in the stock purchase agreement.  The
purchase price was paid at closing in the form of our corporate note in the
amount of $250,000, secured by an amount of our common stock bearing an interest
rate of six percent per annum, payable in cash or shares of our common stock at
our sole discretion.  Interest only is payable after the first anniversary of
the closing.  The note principal and unpaid interest are payable in full on the
second anniversary of the closing.  As of April 30, 2006 the outstanding balance
on the note was $98,700.

CCI TELECOM, INC. MERGER

     On March 4, 2005, we closed a merger between Charys Acquisition Company,
Inc., our wholly owned subsidiary, and CCI Telecom, Inc. wherein Charys
Acquisition Company merged into CCI Telecom, the surviving entity.  As a result
of the merger, each share of CCI Telecom common stock held by the CCI Telecom
stockholders was converted into:

-    0.037199 of a share of Charys common stock adjusted up to the next whole
     share in the case of fractional shares; and

-    For those stockholders of CCI Telecom who made an election within 30 days
     after the closing, as to each share of CCI Telecom common stock held by
     each such electing CCI Telecom stockholder, the right to receive an
     additional 0.030712 of a share of Charys common stock adjusted up to the
     next whole share in the case of fractional shares (such number of shares
     equaling 85 percent of the minimum number of shares that may be issued on
     account of each share of Charys common stock in connection with the
     earn-out payments provided for in the merger agreement and being in lieu of
     receiving any additional shares of common stock pursuant to the merger
     agreement on account of any shares of Charys common stock received by such
     CCI Telecom stockholder in the merger).

     Therefore, as a result of the merger, each of the CCI Telecom stockholders
received one share of Charys common stock for each 26.882453 shares of CCI
Telecom common stock converted in the merger.  In addition, each stockholder of
CCI Telecom who elected not to participate in future "earn-out" payments as
provided in the merger agreement received an additional 0.030712 share of Charys
common stock adjusted up to the next whole share for each share of Charys common
stock received in the merger.  Under this provision of the merger agreement,
four stockholders elected not to participate in the future "earn-out" payments
and as a result they received an additional 72,699 shares of our common stock,
in the aggregate.  Consequently, a total of 747,710 shares of Charys common
stock, adjusted for fractional shares of the Charys common stock, were issued to
the CCI Telecom stockholders.  For purposes of the calculations of the number of
shares of Charys common stock to be issued in the merger, the parties assumed a
value of $4.00 per share, or an aggregate value of $2,990,798.53.

     Make Whole Provision.  The merger agreement provided for a "make whole
provision" and "earn-out payments" as well, both of which are no longer
applicable, inasmuch as the market price of our common stock and our earnings
rendered moot those provisions.


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     Registration Rights.  Each of the CCI stockholders received piggyback
registration rights with respect to all of the shares of Charys common stock
received in the merger, including the additional shares which may be received.
We have included the shares issued to the CCI stockholders in our registration
statement filed on February 17, 2006 with the SEC.

PURCHASE AND SALE OF CCI ASSOCIATES, LTD. PROPERTY

     On April 29, 2005, through CCI Telecom, we closed a purchase from CCI
Associates, Ltd. of all of Lot 1, Block 1, New City Block 17865, Craighead
Estates subdivision, in San Antonio, Texas. CCI Associates was controlled by
Michael J. Novak, the then president of CCI Telecom. As consideration for the
purchase, CCI Associates received 250,000 shares of our common stock valued at
$4.00 per share for an aggregate value of $1,000,000. In addition, the purchase
price included cash payments by CCI Telecom to CCI Associates to reimburse the
partners of CCI Associates for the federal income taxes, if any, which were due
by the partners of CCI Associates attributable to the sale, subject to a cap on
payments of $125,000.00 in the aggregate. Such payments must be made to CCI
Associates for distribution to its partners on or before the date upon which the
partners' federal income tax payments attributable to the sale are due. This
provision applies to federal income taxes that will be due both upon the sale of
the property and upon payment under the make whole provision and calculation if
same results in additional shares of our common stock or cash being paid to CCI
Associates. On April 3, 2006, CCI Associates advised CCI Telecom that the
payment due for taxes was in the amount of $22,424, which was paid, and that no
other payments will be due.

     The sale and purchase was conditioned upon the sale by CCI Telecom to Gur
Parsaad Properties, Ltd. discussed below.

     Make Whole Provision. The shares of the Charys common stock received by the
CCI Associates stockholders were subject to a "make whole calculation" which is
no longer applicable due to the market price of our common stock.

     Registration Rights. Each of the CCI Associates stockholders received
piggyback registration rights with respect to all of the shares of Charys common
stock received by them. We have included the shares issued to the CCI Associates
stockholders in our registration statement filed on February 17, 2006 with the
SEC.

SALE OF CCI ASSOCIATES PROPERTY

     Effective April 29, 2005, CCI Telecom sold to Gur Parsaad Properties, Ltd.
the real property acquired from CCI Associates for $2,200,000. Effective May 1,
2005, Gur Parsaad, CCI Telecom and Charys entered into a lease contract whereby
Parsaad leased the property to CCI Telecom and Charys for a 10 year term,
commencing on May 1, 2005, and terminating on April 30, 2015. See Item 2
"Description of Property" of this Annual Report.

FROST BANK REFINANCING

     Effective April 28, 2005, we entered into an agreement with The Frost
National Bank relating to the restructuring of the credit facilities extended to
CCI Telecom and the cancellation of a term note in the amount of $1,709,201
provided by Frost Bank to CCI Telecom before the merger with Charys.  Pursuant
to the agreement to restructure CCI Telecom's obligation to Frost Bank, we
issued to Frost Bank 400,000 shares of our Series B preferred stock which were
converted into 400,000 shares of our common stock on June 8, 2006.

     On July 29, 2005, in addition to the foregoing, pursuant to the April 28,
2005 agreement with Frost Bank, we:

-    Delivered to Frost Bank a cash payment of $2,500,000, which was provided by
     the CAPCO financing discussed below.

-    Delivered a promissory note in favor of Frost Bank in the amount of
     $300,000 paying interest at 12 percent per annum, which is due on August
     28, 2006.


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-    Delivered a promissory note in favor of Frost Bank in the amount of
     $100,000 paying interest at 12 percent per annum, which was paid in full on
     February 9, 2006.

-    Issued to Frost Bank 500,000 shares of our Series C preferred stock which
     are convertible into 500,000 shares of our common stock beginning April 25,
     2007 and expiring April 25, 2009. The holders of shares of the Series C
     preferred stock do not have voting rights on any matters submitted to the
     vote of our stockholders, except as may be required by law.

     Put and Right of Redemption. Frost Bank also received a put option from
Michael J. Novak with respect to the 500,000 shares of our Series C preferred
stock to purchase the shares at price of $3.50 per share. In addition, subject
to the applicable provisions of Delaware law, Charys at the option of its
directors may at any time within two years redeem the whole or any part of the
outstanding Series C preferred stock and pay for each share redeemed the amount
of $3.50 in cash.

     Registration Rights. Frost Bank has both demand and piggyback registration
rights with respect to our common stock issuable upon the conversion of the
Series B preferred stock and the Series C preferred stock. As of the date of
this Annual Report, no demand has been made by Frost Bank to register our shares
of common stock received upon the conversion of our Series B preferred stock.
However, we have included the shares issued and to be issued to Frost Bank in
our registration statement filed on February 17, 2006 with the SEC.

CAPCO FINANCING

     On July 18, 2005, we arranged financing for CCI Telecom through CAPCO
Financial Company - A Division of Greater Bank N.A., for asset based financing
up to $5,000,000. The financing agreement requires CAPCO to advance funds based
on eligible accounts receivables at a rate not more than 85 percent of the face
value thereof. For purposes of the agreement, eligible receivables are all
invoices that are 90 days or less from invoice date. The initial term of the
agreement was 12 months, which has been extended for an additional 30 days
pending the renewal for an additional one year period. Charys intends to retire
this credit facility with proceeds from another financing currently being
negotiated. The interest rate will be prime plus six percent. CAPCO's consent is
required if Charys desires to sell more than 25 percent of the outstanding
shares of CCI Telecom. In addition, CCI Telecom will not execute any financing
statements pledging accounts receivables inventory or work in process in favor
of any entity other than CAPCO. In addition, CAPCO received a guaranty agreement
from Charys, pursuant to which Charys guaranteed all payments of CCI Telecom's
indebtedness related to the asset based financing.

     Security Agreement for CAPCO. The financing agreement is secured by a
security interest in all of CCI Telecom's personal property, owned or acquired,
including accounts receivables, contract rights, documents, instruments, deposit
accounts, investments property, general intangibles, and inventory.

     Warrant. In consideration of the financing agreement, on August 1, 2005,
Venture Banking Group, an affiliate of CAPCO, received a warrant to purchase up
to 862,069 shares of our common stock at $0.35 per share. The warrant expires on
July 31, 2012. Venture Banking Group may from time to time convert the warrant,
in whole or in part, into a number of shares of our common stock determined by
dividing the aggregate fair market value of the shares minus the aggregate
warrant price of such shares by the fair market value of one share. The fair
market value of the shares shall be the closing price of the shares reported for
the business day immediately before Venture Banking Group delivers its notice of
exercise to Charys.

     At the election of Venture Banking Group, Charys shall purchase the
unexercised portion of the warrant for cash upon the closing of any acquisition
by Charys for an amount equal to the fair market value of any consideration that
would have been received by Venture Banking Group in consideration of the shares
had Venture Banking Group exercised the unexercised portion of the warrant
immediately before the record date for determining the shareholders entitled to
participate in the proceeds of the acquisition, less the aggregate warrant price
of the shares, but in no event less than zero.

     Registration Rights.  The shares of our common stock which may be received
upon exercise of the warrant in favor of Venture Banking Group are entitled to
registration rights the same as may exist for other holders of our common stock.
The warrant does not spell out the exact nature of the registration rights, but
we are taking the


                                        7
<PAGE>
position that the rights are "piggyback" registration rights.  We have included
the shares issued to Venture Banking Group upon the exercise of its warrant in
our registration statement filed on February 17, 2006 with the SEC.

VIASYS PURCHASE

     On November 16, 2005, we closed the purchase of Viasys Network Services,
Inc. and Viasys Services, Inc. (collectively, sometimes referred to as "Viasys")
from New Viasys, pursuant to a stock purchase agreement.  The consideration
was:

-    Cash in the amount of $2,366,284.00, which was provided by Highgate House
     Funds as described below, which represented the value of the net assets
     plus $500,000.

-    A subordinated secured promissory note in the original principal amount of
     $3,500,000 bearing interest at the rate of eight percent per annum payable
     in installments as follows: the principal amount of $1,000,000, plus
     accrued interest, due six months after the closing date; the principal
     amount of $500,000, plus accrued interest due nine months after the closing
     date; the principal amount of $500,000, plus accrued interest due 12 months
     after the closing date; and the principal amount of $1,500,000, plus
     accrued interest due 15 months after the closing date. The note is secured
     by collateral consisting of certain facilities maintenance contracts and by
     500,000 shares of our common stock. As of the date of this Annual Report,
     no payments have been demanded by New Viasys, and no payments have been
     made on the note.

-    A promissory note in the amount of $6,572,103 in favor of New Viasys
     payable solely from proceeds relating to Viasys' contract with the
     Commonwealth of Virginia Department of Transportation (the "VA Job") and
     secured by a security agreement secured by the following collateral: All
     contract and other rights in and to the VA Job; all general intangibles,
     including goodwill, relating to the VA Job; all accounts receivable
     relating to the VA Job; gross revenues and receipts, money, securities and
     all proceeds derived from the VA Job; all machinery, equipment, furniture,
     fixtures, motor vehicles and all insurance proceeds and products thereof
     now owned or hereafter acquired and relating to the VA Job; and all claims
     against third parties, including, without limitation, against the
     Commonwealth of Virginia Department of Transportation, relating to or
     arising out of the VA Job. As of the date of this Annual Report, all
     payments required have been made on the note.

-    An earn-out agreement which provides that as additional consideration New
     Viasys may receive an additional consideration in the form earn-out
     payments. The earn-out will be calculated each year, during the three year
     period ending April 30, 2008. The maximum aggregated amount to be paid to
     New Viasys during the three years shall be $2.0 million, calculated each
     year and payable 30 days after completion of the annual audit of Viasys
     Network Services, Inc. and Viasys Services, Inc.

     Each year a calculation shall be made, using revenue growth and targeted
EBITDA. Revenue growth is targeted at 10 percent per annum and is weighted at 40
percent and EBITDA is targeted at eight percent per annum and is weighted 60
percent. If actual revenue growth is less then the 10 percent target per year,
the revenue growth credit shall be determined by the percentage of actual
revenue growth to the targeted growth of 10 percent. Likewise, if actual EBITDA
is less than the eight percent target per year, the EBITDA credit shall be
determined by the actual EBITDA percentage to the targeted eight percent. As an
example, if actual revenue growth in year one is eight percent, the revenue
growth credit would be 32 percent (eight percent divided by 10 percent times 40
percent). Furthermore, if actual EBITDA is in year one is six percent, the
EBITDA target credit would be 45 percent (six percent divided by eight percent
times 60 percent).

     The maximum amount to be paid in year one is $667,000; in year two
$667,000, plus any amount not paid in year one, and in year three $667,000 plus
any amounts not paid in years one and two. In the above example, the additional
consideration due for year one would be computed by multiplying the annual
maximum amount of $667,000 by the sum of the revenue growth credit (32 percent)
and the EBITDA target credit (45 percent), or $513,590 (32 percent plus 45
percent times $667,000). Payments shall be in cash or Charys common stock, at
the option of Charys. If paid in common stock of Charys, the stock shall be
valued (if fully saleable) at the average daily price for the 30 days prior to
the date of determination; (if not fully saleable, the stock shall be valued at
80 percent of such average price.


                                        8
<PAGE>
     As of the date of this Annual Report, no payments have been earned or made
with respect to the earn-out provisions.

HIGHGATE HOUSE FUNDS, LTD. FINANCING

     In order to complete the purchase of Viasys, we arranged financing with
Highgate House Funds, Ltd.  On November 16, 2005, we executed a securities
purchase agreement with Highgate providing for $4,000,000 in funds.  In
consideration of the funding, we issued to Highgate:

-    A $4,000,000 secured debenture which was convertible into shares of our
     common stock, unless redeemed by us before March 17, 2006. The debenture
     had a maturity date of November 16, 2008, with interest at the rate of
     eight percent per annum, compounded monthly. On April 20, 2006, Highgate
     converted $600,000 of the debenture into 750,000 shares of Charys common
     stock. A portion of the debenture totaling approximately $3.3 million was
     redeemed by Charys and Highgate converted the remaining $173,096 of the
     debenture into 216,370 shares of our common stock on May 19, 2006, as a
     result of the sale of our Series D preferred stock discussed below. See
     "Termination of the Highgate House Financing."

-    Warrants to purchase an aggregate of 1,000,000 shares of our common stock.
     The warrants contained initially exercise prices of (i) $0.25 for 200,000
     shares; (ii) $0.50 for 400,000 shares; (iii) $0.75 for 200,000 shares, and
     (iv) $1.00 for 200,000 shares. Each of the exercise prices was reduced to
     $0.01 per share except for the 400,000 shares exercisable at $0.50 per
     share since the debenture was not redeemed in full by March 16, 2006. The
     warrants expire on November 16, 2008, and may be exercised at any time and
     from time to time from the date of their issuance until their expiration,
     in whole or in part (but not in denominations of fewer than 10,000 common
     shares, except upon an exercise of the warrant with respect to the
     remaining balance of common shares purchasable therein at the time of
     exercise).

     The warrants also provide that Highgate may, at its option, in lieu of
paying cash for the shares, may exchange, in whole or in part, the warrant for
shares of our common stock.  In the event of a warrant exchange, Highgate shall
be deemed to have paid for the shares in an amount equal to the fair market
value of each warrant delivered, and the warrants shall be deemed exercised for
the amount so paid.  For this purpose, the fair market value of each warrant is
the difference between the market value of a share of our common stock and the
exercise price on the exercise date.  Market value shall mean the average
closing bid price of a share of our common stock during the 10 trading days
ending on the exercise date.

     Security Agreement for the Highgate Financing.  As security for our
obligations under the debenture and the warrants, Charys and our wholly-owned
subsidiaries, Personnel Resources of Georgia, Inc., Viasys Network Services,
Inc., and Viasys Services, Inc., executed a security agreement in favor of
Highgate and giving Highgate a security interest in:

-    All goods, inventory, contract rights and general intangibles, documents,
     warehouse receipts, instruments or other forms of obligations and rights to
     payment, accounts and other receivables, instruments, or other obligations
     and rights to payment of Charys, Personnel Resources of Georgia, Inc.,
     Viasys Network Services, Inc., and Viasys Services, Inc.;

-    To the extent assignable, all rights under all present and future
     authorizations, permits, licenses, and franchises issued or granted in
     connection with the operations of any of facilities of Charys, Personnel
     Resources of Georgia, Inc., Viasys Network Services, Inc., and Viasys
     Services, Inc.; and

-    All products and proceeds of the pledged assets.

     The foregoing security agreement shall be terminated due to the partial
redemption and conversion of the Highgate debentures. See "Termination of the
Highgate House Financing."

     Escrow of Shares. Pursuant to the securities purchase agreement with
Highgate and to further ensure our obligation to issue shares of our common
stock upon conversion of the debenture and exercise of the warrants, we also
issued and escrowed 20,000,000 shares of our common stock with an escrow agent,
Gottbetter & Partners, LLP.


                                        9
<PAGE>
The number of shares escrowed is in excess of the anticipated number of shares
which we ultimately issued to Highgate. The escrow agent was required to
distribute the number of the escrowed shares to Highgate which are needed to
satisfy our obligations upon conversion of the debenture and/or exercise of the
warrants. The escrow agreement shall be terminated due to the partial redemption
and conversion of the Highgate debentures. See "Termination of the Highgate
House Financing."

     Registration Rights. We entered into an Investor Registration Rights
Agreement with Highgate obligating us to register all of the 20,000,000 shares
escrowed with the escrow agent. We were required to file the registration
statement by February 13, 2006 and have the registration statement declared
effective within 90 days thereafter. We defaulted under both of these
requirements. The agreement provided for monthly liquidated damages in the
amount of two percent per month of the outstanding principal amount of the
debentures for each month we are in default. There is currently no principal
amount of debentures outstanding although we continue to be in default of our
obligation to have the registration statement declared effective.

TERMINATION OF THE HIGHGATE HOUSE FINANCING

     On May 19, 2006, (the "Series D Closing Date") Charys and various investors
executed a Securities Purchase Agreement whereby the investors, for a total
consideration of $12.2 million, purchased 1,300 shares of our newly created
Series D preferred stock. In addition, the investors were issued warrants for
the purchase of 4,333,333 shares of our common stock. Each warrant has an
expiration date five years from date of issue and may be exercised at a price of
$6.24 per share, subject to adjustment.

     Our Series D preferred stock accrues "special payments" at the rate of
$416.67 per month per share, accruing beginning on November 6, 2006, and the
first payment due on November 30, 2006.

     The shares of the Series D preferred stock also accrue a quarterly cash
dividend on their stated value of $10,000 at a rate of eight percent per annum.
The Series D preferred stock is subject to mandatory redemption for cash (at the
conversion amount plus unpaid dividends but minus any special payments) on the
expiration of 30 months following the initial issuance, and the failure to
redeem on such date triggers penalties, including three percent monthly
interest. The Series D preferred stock is subject to optional redemption by the
holders, at a premium, upon certain triggering events.

     Registration Rights. Contemporaneously with the execution and delivery of
the agreement, the investors were granted registration rights with respect to
the Registrable Securities (as defined in a Registration Rights Agreement),
under the Securities Act of 1933 which required Charys to file a registration
statement within 90 days of the Series D Closing Date and to have it declared
effective within 90 days thereafter.

     Escrow Agreement. At the closing, the parties executed an Escrow Shares
Escrow Agreement pursuant to which we delivered to Gottbetter & Partners, LLP
(the "Escrow Agent") 8,666,666 shares of our common stock as "security stock"
(the "Escrow Shares") and the Escrow Agent shall distribute some or all of the
Escrow Shares to the investors upon the conversion of the Series D convertible
preferred stock and/or exercise of the warrants.

     Redemption of Highgate House Debenture. As a result of the sale of our
Series D preferred stock, we redeemed the remaining $3.2 million outstanding
under the convertible debenture issued to Highgate House Funds, Ltd. in November
2005 as described above. In addition to allowing Charys to redeem the
convertible debenture, the net proceeds of the sale of our Series D preferred
stock provided new working capital as well as provided the resources to allow
Charys to pay in full the Merrill Lynch revolving debt assumed in our
acquisition of Viasys and to pay a significant amount against the outstanding
balance of a note issued to the seller with respect to the Method IQ, Inc.
purchase consummated in December 2005.

     Increasing our working capital position provided us with the means to
replace our prior convertible debenture facility having a maximum conversion
price of $0.80 (which was convertible into in excess of five million shares of
our common stock) with the Series D preferred stock having a conversion price of
$3.00 or 4,333,333 shares of our common stock, thereby reducing the potential
dilution by over 750,000 shares.

     In addition, in connection with our Series D convertible preferred stock,
we issued 4,333,3333 warrants for the purchase of our common stock with an
exercise price of $6.24, which is equal to the volume weighted average


                                       10
<PAGE>
price on the May 22, 2006 closing date.  This brings the average price of the
8,666,666 shares of restricted shares common stock potentially issuable to
$4.625 per share.  If the warrants are fully exercised, we would generate in
excess of $27 million in additional equity.

INVESTMENT BANKING FEES

     As a result of the Viasys acquisition and the financing provided by
Highgate House Funds and the Series D purchases, we paid investment banking fees
as follows:

-    The issuance of 800,000 shares of our common stock to Jade Capital;

-    A warrant issued to Gunn Allen Financial, Inc. for the purchase of 350,000
     shares of Charys common stock at any time for a period expiring on November
     8, 2008, with an exercise price of $2.00 per share.

-    The issuance of 250,000 shares of our common stock to Ron Berkovitz;

-    The issuance of 250,000 shares of our common stock to Mel Harris;

-    The issuance of 2,400,000 shares of our common stock to associates of
     Platinum Advisory Services, Inc.

-    The sum of $300,800 paid to Guilford Securities, Incorporated.

     Registration Rights.  The shares of our common stock issued and the shares
which may be received upon exercise of the warrants are entitled to piggyback
registration rights.

METHOD IQ, INC. ACQUISITION

     On December 22, 2005, we closed the purchase of all of the issued and
outstanding shares of the capital stock of Method IQ, Inc. from Rock Creek
Equity Holdings, LLC and J. Alan Shaw.  The aggregate consideration for the
purchase was $10,500,000, and is subject to a one-time adjustment based upon our
financial performance during the year following December 22, 2005, as described
below.  The aggregate consideration for the purchase was $10,500,000, paid as
follows:

-    A secured promissory note in the original principal balance of $5,250,000,
     which bears interest at the rate of five percent per annum, and is payable
     immediately upon an equity or debt investment in Charys of not less than
     $5,250,000, or on demand after February 1, 2006. On March 30, 2006 the
     parties entered into the first amendment to the Secured Promissory Note and
     subsequently entered into a Second Amendment on May 1, 2006 where by
     parties modified the payment of principal plus accrued interest into four
     tranches as follows: on or before April 12, 2006 payment of $250,000 plus
     accrued interest, on or before May 1, 2006 payment of $1,750,000 plus
     accrued interest, on or before July 28, 2006 payment of $2,000,000 plus
     accrued interest, and on or before September 28, 2006 payment of $1,000,000
     plus accrued interest; and

-    A fee of $18,000 in cash; and

-    Additional cash consideration of $500,000 which was provided by Mel Harris
     and Steven Posner as described below in "Harris/Posner Financing with
     Respect to Method IQ"; and

-    $5,250,000 in value of shares of our common stock (the "stock
     consideration").

     Stock Consideration Provision.  Our Shares of our common stock were issued
and to be issued to the sellers as follows:

-    On January 2, 2006, 525,000 shares of our common stock (the "Initial Stock
     Tranche") were issuable, reflecting 40 percent of the total stock
     consideration to be paid to the sellers based upon a share price of $4.00
     per share.


                                       11
<PAGE>
-    On June 2, 2006, additional shares of our common stock were issuable (the
     "Second Stock Tranche") equal to 30 percent of the total aggregate stock
     consideration to be paid to the sellers based upon a share price valued at
     the market price per share for our common stock as of the close of trading
     on the last trading day before the issuance. Notwithstanding, the
     foregoing, in the event that the market price used for determining the
     number of shares of our common stock to be issued in connection with the
     Second Stock Tranche is less than $4.00 per share, we will have the option,
     but not the obligation, to (i) pay the sellers an aggregate of $1,575,000
     in cash by wire transfer of immediately available funds in lieu of the
     issuance of such shares or (ii) pay the sellers a combination of cash and
     shares.

-    On January 2, 2007, additional shares of our common stock shall be issuable
     (the "Third Stock Tranche") equal to 30 percent of the total aggregate
     stock consideration to be paid to the sellers based upon a share price
     valued at the market price per share for our common stock as of the close
     of trading on the last trading day before such issuance. Notwithstanding,
     the foregoing, in the event that the market price used for determining the
     number of shares of our common stock to be issued in connection with the
     Third Stock Tranche is less than $4.00 per share, we will have the option,
     but not the obligation, to (i) pay the sellers an aggregate of $1,575,000
     in cash by wire transfer of immediately available funds in lieu of the
     issuance of such shares or (ii) pay the sellers a combination of cash and
     shares.

-    On May 1, 2006, the Stock Purchase Agreement was amended by the parties to
     reflect the issuance of 1,312,000 shares of our common stock on June 5,
     2006 which resulted in the termination of the second and third tranche
     payments discussed above.

     Purchase Price Adjustment Mechanism.  The aggregate consideration of
$10,500,000 for the purchase price is subject to a one-time adjustment based
upon our financial performance during the year following December 22, 2005, as
described below.

     As soon as practicable, but in no event later than March 1, 2007, we shall
cause Method IQ to prepare and deliver to the sellers, special purpose financial
statements prepared in accordance with GAAP as of December 22, 2005, applied on
a consistent basis in accordance with Method IQ's historical accounting
policies, showing results of operation of Method IQ and any subsidiaries as of
the close of business for year ending December 31, 2006.

     The sellers shall have 30 days from the date the financial statements are
delivered by Charys and Method IQ to review them and propose any adjustments for
the purpose of determining adjustments to the purchase price.

     The "adjusted purchase price" for the shares of our common stock shall be
the greater of (x) 7.5 times Method IQ's consolidated EBIDTA for the year ending
December 31, 2006, as calculated from the financial statements or (y)
$5,250,000.

     In the event that the adjusted purchase price is equal to or greater than
$5,250,000 and less than $10,500,000, then no later than five days following the
date on which the financial statements are finalized, the sellers shall transfer
to Charys, on a pro-rata basis, the number of shares of our common stock issued
as stock consideration to the sellers equal in base value to the amount
determined by taking the difference between the $10,500,000 and the adjusted
purchase price, and dividing such number by the average issue price per share
(the "shortage amount"), regardless of the actual value of our common stock.  If
the base value of all of the shares of our common stock owned by the sellers is
less than the shortage amount, then the sellers shall transfer all of the shares
of our common stock owned by them to Charys, and such transfer shall be deemed
payment in full of the shortage amount, regardless of the actual amount.

     In the event that the adjusted purchase price is greater than $10,500,000,
then no later than five days following the date on which the financial
statements are finalized, then we shall pay to the sellers the difference
between the adjusted purchase price and $10,500,000 (the "purchase price
balance"), as follows:

-    Fifty percent of the purchase price balance, shall be paid in cash by wire
     transfer of immediately available funds; and


                                       12
<PAGE>
-    Fifty percent of the purchase price balance, shall, at our option, be paid
     in (i) cash by wire transfer of immediately available funds, or (ii) shares
     of our common stock (using the market price for such common stock as of the
     determination date to calculate the number of shares to be issued).

     The sellers also agreed that they shall deliver any shares of our common
stock required to pay the shortage amount, if any, free and clear of all liens.

     As additional consideration for the purchase price, until June 22, 2007,
(the "earn out term"), Rock Creek is entitled to earn an aggregate of 800,000
equity interests directly or indirectly in Charys consisting of:

-    A maximum of 500,000 shares of additional Charys common stock; plus

-    Options or other convertible securities representing the right to acquire
     up to an additional 250,000 shares of Charys common stock pursuant to an
     Executive Stock Purchase Plan (the "stock plan") currently being developed
     by Charys and, if no Stock Plan exists, then Rock Creek will be entitled to
     earn an additional 250,000 shares of Charys common stock; plus

-    Fifty thousand shares of our Series A preferred stock owned by Billy V.
     Ray, Jr. (the "Ray Stock").

     Rock Creek Earn Out.  During the earn out term, Method IQ is required to
provide Charys with a list of target subsidiaries and target revenues for
potential acquisition by Charys.  Upon closing of the acquisition of each target
subsidiary, Rock Creek shall be vested in a percentage of earn out equity
determined by taking the target revenue of each target subsidiary and dividing
it by $20,000,000 (the "vested percentage").

     Earn out equity will be issued to Rock Creek in any combination chosen by
Rock Creek, in its sole discretion.  After the closing of the acquisition of a
target subsidiary, Rock Creek shall notify Charys and SunTrust Bank, the escrow
agent described below, in writing of the allocation of the earn out equity it
wishes to receive (based on the vested percentage), which will be issued within
10 days after such notification is received (and payment made therefor, if
applicable).  For example, if following an acquisition of a target subsidiary,
Rock Creek has vested in 50 percent of the earn out equity, it may choose to:

-    Be issued all of the Ray Stock;

-    Be issued 150,000 shares of Charys common stock; and

-    Purchase 200,000 shares of plan stock, or any other combination (whether
     Ray Stock or issued or purchased Charys common stock) totaling 400,000
     shares of the earn out equity.

     A target subsidiary is deemed closed within the earn out term, if, at the
end of the earn out term, the seller has a signed term sheet with target
subsidiary and the closing of such acquisition takes place within the three
months following the last day of earn out term.

     If less than 100 percent of the earn out equity is earned and issued, then,
on the later to occur of 30 days from the end of the earn out term or from the
date of the closing of the last acquisition of a target subsidiary, Method IQ
will provide Charys with 12-month EBIDTA projections for Method IQ and all
target subsidiaries for the period commencing with the day following the last
day of the earn out term (the "EBIDTA projections").  If, at the end of the 12
months set forth in the EBIDTA projections, the combined EBIDTA of Method IQ and
all target subsidiaries meet or exceed 150 percent of such EBIDTA projections,
the remaining common stock and the Ray Stock will be issued to Rock Creek and
Rock Creek, if it desires, may purchase the remaining Plan Stock.  If the
combined EBIDTA of Method IQ and all target subsidiaries are less than 150
percent of such EBIDTA projections, no additional earn out equity shall be
issued to the Rock Creek.

     Escrow Agreement. On December 22, 2005, an escrow agreement was entered
into between Charys, Mr. Ray, Rock Creek, and SunTrust Bank, which provided that
until Rock Creek's right to earn out equity terminated, Mr. Ray turned over all
certificates representing the Ray Stock (50,000 shares of the Series A preferred
stock). A voting


                                       13
<PAGE>
agreement was executed in favor of Mr. Ray stating that as long as the Ray Stock
is being held in escrow by the escrow agent, Mr. Ray will retain all voting
rights with respect to the Ray Stock.

     Security Agreement.  On December 22, 2005, as security for the promissory
note, we gave a security interest to Rock Creek and Mr. Shaw covering:

-    All of the issued and outstanding shares of the common stock of Method IQ,
     any additional shares of Method IQ's capital stock acquired by Charys, and
     all cash, securities, interest, dividends, distributions, rights and other
     property that from time to time declared or distributed in respect of, in
     exchange for, or attached to or issued with respect to, the capital stock;

-    All other property delivered by Method IQ in substitution of the forgoing;
     and

-    Proceeds of the forgoing.

     Registration Rights.  We agreed to register all issued and issuable shares
of Charys common stock pursuant to the stock purchase agreement to Rock Creek
and Mr. Shaw.  We also agreed to register any shares of the Charys common stock
into which the Ray Stock (50,000 Series A preferred stock) may be converted.
However, at the date of this Annual Report, the Ray Stock is not convertible
into shares of our common stock and we have no present plans to make them so
convertible.

     Employment Agreements.  In connection with the acquisition of Method IQ, we
executed employment agreements with key executives of Method IQ, Jerry J.
Harrison, Jr. and Gregory A. Buchholz.

HARRIS/POSNER FINANCING WITH RESPECT TO METHOD IQ

     In order to complete the purchase of Method IQ, we arranged financing with
Mel Harris and Steven Posner.  On December 22, 2005, Charys and Billy V. Ray,
Jr. executed a securities purchase agreement with Messrs Harris and Posner
providing for $1,000,000 in funds.  In consideration of the funding, we issued
to Messrs. Harris and Posner:

-    A $1,000,000 secured convertible debenture; convertible into shares of our
     common stock, unless redeemed by Charys before April 21, 2006. The
     debenture was converted into 1,565,000 shares of our common stock on May
     26, 2006.

-    Warrants to purchase an aggregate of 250,000 shares of our common stock.
     The warrants provide for the ability to purchase shares of Charys common
     stock for a period of three years, expiring on December 22, 2008, with an
     exercise price equal to the lower of: (a) $0.80 per share of the common
     stock; or (b) 120 percent of the average closing bid price for the five
     trading days immediately preceding December 22, 2005, or (c) 80 percent of
     the lowest closing bid price for the five trading days immediately
     preceding the date of exercise.

     The funds were used to pay the $500,000 cash down payment called for in the
acquisition of Method IQ as well as other fees and expenses related to the
transaction totaling $135,500.  The remainder of the Harris/Posner financing in
the amount of $364,500 was used by Charys as working capital.

     Registration Rights.  We also agreed to file a registration statement with
respect to the resale of the 250,000 shares underlying the warrants.  In
addition, we must use our best efforts to have the registration statement
declared effective by the SEC by May 15, 2006, but in no event later than June
13, 2006.  Since we have not fulfilled this obligation, we are in default under
the registration rights agreement.

NEWPOINT ADVISORS, LLC INVESTMENT BANKING FEE

     In connection with the Method IQ acquisition, on August 1, 2005, we entered
into an investment banking agreement with Newpoint Advisors, LLC which provided
for the payment of a consulting fee of $125,830


                                       14
<PAGE>
and the issuance of a warrant for the purchase of 500,000 shares of Charys
common stock exercisable at any time for a period expiring on August 8, 2010,
with an exercise price of $0.231 per share.

     Registration Rights. The shares of our common stock which may be received
upon exercise of the warrants are entitled to demand and piggyback registration
rights.

JADE SPECIALTY STRATEGY LLC AND MILTON SCHWARZ NOTES

     For working capital purposes, and not in connection with any specific
acquisition, on February 1, 2006, Charys closed on separate loan agreements with
Jade Specialty Strategy LLC and Milton Schwarz. We obtained loans of $250,000
from each lender evidenced by promissory notes and secured by the proceeds from
the sale of certain real property owned by VSI Real Estate Holdings, Inc., one
of our subsidiaries. The notes are due on the first to occur of: (i) six months
from the date of the closing; (ii) any subsequent equity and/or debt financing
(excluding term loans with a maturity of less than 12 months, as well as
revolving loans, lines of credit, securitization/factoring facilities, etc.)
that results in net proceeds to us of at least $250,000.00. Interest on the
unpaid balance of the notes accrues at the rate of 12 percent per annum payable
monthly in arrears, with the initial "stub payment" covering the fractional
period through February 28, 2006 to be made on or before March 1, 2006.

     On the due date we shall be required to:

-    Redeem the entire principal amount;

-    Pay to the lender any and all accrued interest due thereunder at such time;
     and

-    Pay to the lenders the redemption premium due, which shall be equal to five
     percent of the principal amount in the event that the notes are redeemed
     within 60 days of the closing, or 10 percent of the principal amount in the
     event that the notes are redeemed between 61 and 120 days of the closing,
     or 20 percent of the principal amount in the event that the notes are
     redeemed between 121 and 180 days of the closing.

     In connection with the loans we issued to the lenders 250,000 warrants to
purchase shares of our common stock exercisable for a period of five years, at
an exercise price of $1.10 per share.

     Registration Rights. All shares underlying the warrants have piggyback
registration rights.

MERCURY CREDIT CORP. LOAN

     On February 16, 2006, Mercury Credit Corp. loaned $800,000 to VSI Real
Estate Holding, Inc., a wholly-owned subsidiary of our wholly-owned subsidiary,
Viasys Services, Inc. The loan was secured by first mortgage and security
agreement encumbering property commonly known as 7750 Professional Place, Tampa,
Florida, an Assignment of Leases and Rents affecting the property, a UCC-1
fixture filing, and a Pledge and Security Agreement between Viasys Services,
Inc. and Mercury Credit Corp. covering all of the stock of VSI Real Estate
Holding, Inc. owned by Viasys Services, Inc. In addition, Viasys Services, Inc.
guaranteed the repayment of the loan.

     The loan required a prepayment of interest from February 15, 2006 until
February 28, 2006 in the amount of $3,466.67. Commencing on April 1, 2006 and on
the first day of each month thereafter through and until March 1, 2007, the loan
is repayable in monthly installments of interest only in the amount of
$8,000.00. The loan is due on March 1, 2007. This loan was paid in full on June
9, 2006.

COMCORPS, INC. FINANCING

     On December 29, 2005, our wholly-owned subsidiary, Viasys Services, Inc.,
borrowed the sum of $1,100,000 from Comcorps, Inc., an entity owned by Gerry
Hall, the president of Viasys Services, Inc. The obligation was evidenced by a
revolving credit facility, which has been paid. The loan was for the purpose of
making a principal payment to Merrill Lynch owed by Viasys Services, Inc.

L. FORD CLARK ACQUISITION

     On April 24, 2006, we closed a merger between LFC Acquisition Company,
Inc., our wholly owned indirect subsidiary, and LFC, Inc., wherein LFC, Inc.
merged with and into LFC Acquisition Company, Inc., with


                                       15
<PAGE>
LFC Acquisition Company, Inc. later amending its name to LFC, Inc., the
surviving entity (collectively, "LFC").  Structured as a tax-free reorganization
under the Internal Revenue Code of 1986, LFC's business was divided into two
separate components:

-    LFC's cell towers; and

-    LFC's professional services business (the "Existing Business Price
     Component"), a large portion of which is contingent upon LFC's future
     performance against certain specified EBITDA targets and subject to further
     adjustment under the definitive agreement between the parties.

     The aggregate merger consideration for both components as described below,
and is to be distributed to the sellers on a pro rata basis based upon the
percentage of shares of outstanding common stock of LFC held by each seller as
of April 24, 2006.

     Cell Tower Price Component.  LFC's cell tower assets consisting of 11
cellular towers and related tower assets, carrying a fixed purchase price of
$4,699,156, payable as follows:

-    $2,042,317 in cash, which represents 60 percent of $4,699,156, less
     $984,415 in specified cell tower debt and $186,528 in prepaid rent, subject
     to certain adjustments; plus

-    562,839 shares of our common stock, which represents 40 percent of
     $4,699,156, divided by the closing share price of $2.64, subject to certain
     adjustments.

     Estimated Existing Business Price Component.  As of closing, the Existing
Business Price Component was estimated to be $11,206,152 (the "Estimated
Existing Business Price Component") for the three year period commencing on May
1, 2006 and ending on April 30, 2009 (the "Calculation Period") at a 4.5
multiple of EBITDA for the Calculation Period.  The Estimated Existing Business
Price Component is payable as follows:

-    $2,251,538 in cash at closing, which represents 20 percent of the Estimated
     Existing Business Price Component, less specified business debt equal to
     $263,406 for a net of $1,988,132; plus

-    $1,120,615 in cash (the "Holdback Amount"), which represents 10 percent of
     the Estimated Existing Business Price Component, held back by Charys until
     the end of the Calculation Period as partial security for the obligations
     of the sellers under the merger agreement; plus

-    7,833,999 in value of shares of our common stock, which represents
     approximately 70 percent of the Estimated Existing Business Price
     Component, to be allocated as follows: (i) 898,106 shares due at closing,
     which represents 25 percent of 65 percent of the Estimated Existing
     Business Price Component, plus 550,000 in value of shares of our common
     stock, all divided by the closing share price of $2.64; and (ii) 2,069,318
     shares of our common stock into an escrow (the "Escrow Shares"), which
     represents 75 percent of 65 percent of the Estimated Existing Business
     Price Component

     The Escrow Shares are further divided into two categories:

-    1,241,591 shares of the Escrow Shares are subject to share distributions
     from the escrow over the three year Calculation Period based upon LFC's
     achievement of specified EBITDA targets on a semi-annual basis. If the
     cumulative actual EBITDA of the surviving entity at the end of the three
     year Calculation Period exceeds the aggregate total of the specified EBITDA
     targets under the definitive merger agreement for the Calculation Period,
     the remainder of the 1,241,591 shares that have not been distributed from
     escrow on a semi-annual basis and are still being held in escrow shall be
     distributed to sellers following the Calculation Period. If the cumulative
     actual EBITDA of the surviving entity at the end of the three year
     Calculation Period does not meet or exceed the aggregate total of the
     EBITDA targets under the definitive merger agreement, then the balance of
     the shares still remaining in escrow, together with the balance of shares
     in the second Escrow Share category provided below, shall be held in escrow
     until the Existing Business Price Component is finally determined at the
     end of the Calculation Period.


                                       16
<PAGE>
-    827,727 shares of the Escrow Shares shall remain in escrow until the end of
     the Calculation Period.

     The aggregate merger consideration is subject to the following adjustments
     post-closing.

     Existing Business Price Component Adjustment. At the end of the Calculation
Period, we will calculate the Existing Business Price Component, and the
aggregate merger consideration will be adjusted as follows:

-    If the Existing Business Price Component is greater than the Estimated
     Existing Business Price Component (a "surplus amount"), we will pay to the
     sellers the difference by: (i) issuing to each seller their pro rata share
     of the number of shares determined by multiplying the surplus amount by
     sixty-five percent and dividing the resulting product by $2.64; and (ii)
     paying each seller their pro rata share of an amount in cash equal to the
     surplus amount multiplied by thirty-five percent, but only if such cash
     payment is permitted under the loan agreements to which Charys and the
     surviving corporation are parties. If such agreements do not permit a cash
     payment, then the consideration shall be paid entirely in our common stock,
     valued at the price per share equal to the average closing trading price of
     our common stock for the ten trading days immediately preceding May 1,
     2009.

-    If the Existing Business Price Component is less than the Estimated
     Existing Business Price Component (a "deficit amount"), sellers shall pay
     to Charys the difference by forfeiting each seller's pro rata share of the
     number of shares determined by dividing the deficit amount by the
     Applicable Share Price (as defined below) (the "forfeited amount"). If the
     value of the forfeited amount is greater than the value of the common stock
     portion of the Existing Business Price Component as outlined above, then
     the sellers shall forfeit their right to receive all or a portion of the
     $1,120,615 Holdback Amount, and such forfeited amount shall be delivered to
     Charys. For purposes of clarity, the "Applicable Share Price" shall mean
     the greater of: (i) $2.64; and (ii) the sum of (A) the average closing
     trading price per share of our common stock for the ten trading days
     immediately preceding May 1, 2007, multiplied by 20 percent, (B) the
     average closing trading price per share of our common stock for the 10
     trading days immediately preceding May 1, 2008, multiplied by 20 percent,
     and (C) the average closing trading price per share of our common stock for
     the 10 trading days immediately preceding May 1, 2009, multiplied by 60
     percent.

     Closing Net Receivables Adjustment.  In accordance with the terms of the
definitive merger agreement, we prepared and delivered to the sellers a
statement of the ordinary course accounts receivable and the ordinary course
accounts payable as of April 24, 2006, along with our calculation of the closing
net receivables based on such statements.  We determined that the closing net
receivables of LFC equaled $715,431, which is $15,431 over the $700,000 target
for closing net receivables.

     Contingent Performance Installment Earn Out.  In addition to the aggregate
merger consideration adjustments outlined above, the sellers have the right to
receive contingent performance payments based upon the surviving corporation's
EBITDA and revenue during the fourth and fifth years following the closing.
Such payments, if earned, shall be due and payable within 120 days following the
end of each such twelve month period.  The EBITDA and other financial targets
are set forth under the definitive merger agreement.  Any contingent performance
installment due to the sellers shall be paid in cash or our common stock, in
their discretion, provided that in the event the sellers opt for cash, such cash
payments shall be subject to the terms and conditions of any loan agreements to
which Charys or the surviving corporation is parties.  If such agreements do not
permit a cash payment, then the consideration shall be paid in our common stock
valued at the price per share equal to the average closing trading price of our
common stock for the 10 trading days immediately preceding May 1, 2010 for the
fourth twelve month period following closing, and at the price per share equal
to the average closing trading price of our common stock for the 10 trading days
immediately preceding May 1, 2011 for the fifth twelve month period following
closing.

     Phantom Stock Incentive Plan.  LFC entered into a phantom stock incentive
plan on January 10, 2006, as amended (the "phantom stock plan"), whereby certain
key employees of the company would have phantom interests in the company
triggered upon the consummation of a merger transaction.  To account for these
key employees' interests, the sellers agreed to have their consideration,
whenever due, to be reduced by the amounts set forth on an exhibit to the
definitive merger agreement.  Any amounts payable to these key employees
pursuant to the phantom stock plan shall be paid directly to the key employees
by Charys or the surviving corporation, and shall be subject to


                                       17
<PAGE>
all applicable employment and withholding taxes with any benefits attributable
to such payments accruing to Charys or the surviving corporation.  Charys agrees
to use commercially reasonable efforts to cause any of our common stock or other
securities issued to the key employees to be registered under the Securities Act
of 1933, as amended, on Form S-8, or such other then applicable or comparable
form.

     Registration and Piggyback Rights.  We agreed to file a registration
statement on Form SB-2 (the "registration statement") covering the resale of our
common stock to be issued to sellers under the definitive merger agreement to
the extent then registrable pursuant to the rules and regulations of the
Securities Exchange Commission for an offering to be made on a continuous basis
pursuant to Rule 415.  We also agreed to use commercially reasonable efforts to
keep the registration statement effective, subject to certain suspension rights,
for a period of one year following the closing date.  In addition, each time we
determine to file a registration statement under the Securities Act (excluding a
registration on Form S-4 or S-8, or a registration statement on Form S-1 or SB-2
covering solely an employee benefit plan) in connection with the proposed offer
and sale for money or any of our securities, we agreed to cause all shares of
our common stock constituting registrable securities with respect to which
sellers have requested registration to be included in such registration
statement and registered under the Securities Act, all to the extent requisite
to permit the sale or other disposition by sellers of our common stock to be so
registered.

     Promissory Note.  The total amount of cash payable at closing, an amount
equal to $3,726,391 after specified debt deductions, was delivered to sellers in
the form of a promissory note payable upon funding of the transaction, and
secured by a pledge agreement granting the sellers a security interest in 100
percent of the outstanding shares of LFC.  The promissory note had a maturity
date of July 31, 2006, and, although the note has not yet been paid and is,
thus, currently in default, we anticipate to procure funding to pay the balance
of the note, plus interest, in the near future.

     Escrow Agreement.  The parties intend to enter into an escrow agreement
covering the Escrow Shares and their distribution shortly after the promissory
note has been satisfied.

     Employment and Non-Compete Agreements.  All three of the sellers have
entered into employment agreements with the surviving corporation at the
closing.  L. Ford Clark shall serve as LFC's president, Melysa B. Austin shall
serve as LFC's vice-president, and James E. Clark, Jr. shall serve as the
vice-president for LFC's oil and gas consulting services division.  Under the
terms of the agreements, L. Ford Clark shall receive a base salary of $115,000,
Melysa B. Austin shall receive a base salary of $100,000, and James E. Clark,
Jr. shall receive a base salary of $95,000.

DOUGLAS TOPKIS FINANCING

     On April 21, 2006, Charys and VSI Real Estate Holdings Inc., a subsidiary
of our subsidiary, Viasys Services Inc., borrowed $500,000 from Douglas Topkis
evidenced by a promissory note which bears interest at 12 percent per annum and
due on August 1, 2006 or on the closing of any financings that result in net
proceeds available to Charys of at least $500,000. The note is secured by the
proceeds from the sale of certain real property owned by a subsidiary of VSI
Real Estate Holdings Inc. and Charys. In addition, we executed a Consulting
Agreement and Registration Rights Agreement pursuant to which on July 13, 2006
we issued to Mr. Topkis 250,000 shares of our common stock as a fee for certain
consulting services rendered in connection with the LFC acquisition, and to
provide certain registration rights in connection therewith. The note is past
due and has not been paid as of the date of this Annual Report.

SCOTT BORUFF FINANCING

     On May 10, 2006, we borrowed $300,000 from Scott Boruff evidenced by a
promissory note which bears interest at nine percent per annum and due on August
20, 2006 or on the closing of any financings that result in net proceeds
available to Charys of at least $300,000. In addition, we executed a Consulting
Agreement and Registration Rights Agreement pursuant to which we agreed to issue
125,000 shares of our common stock as a fee for certain consulting services
rendered in connection with the Crochet & Borel Services, Inc. acquisition
discussed below and to provide certain registration rights in connection
therewith. We have instructed our transfer agent to issue the shares, but as of
the date of this Annual Report, the shares have not been issued.


                                       18
<PAGE>
SAM DEL PRESTO

     On March 15, 2006, we engaged Sam Del Presto to act as a financial
consultant pursuant to whom we paid Mr. Del Presto $240,000 and additionally
issued to him 125,000 shares of our restricted common stock, and a warrant to
purchase 400,000 shares of our common stock exercisable for five years at a
$1.50.

RENEWAL AND EXTENSION OF NOTES BY VARIOUS INVESTORS

     On August 24, 2005 Charys sold a series of unsecured notes to seven
unrelated parties for an aggregate of $400,000.  The notes bear an annual rate
of interest at eight percent, and matured on January 3, 2006.  At maturity the
minimum interest payment due was one full year's interest payable with
Charys common stock.  The total common stock issuable for the minimum interest
due at maturity was 160,000 shares.

     On March 20, 2006, each purchaser executed an extension agreement extending
the maturity of notes until April 15, 2006. Each purchaser received a
pre-determined fixed number of shares of Charys common stock as payment of an
extension fee on April 15, 2006. The total number of shares issued in payment of
the extension fee was 20,000 shares of Charys common shares. In connection with
the extension, each purchaser reconfirmed the representations and warranties set
forth his original loan agreement with Charys and agreed that no Event of
Default as defined in the loan agreement shall be deemed to exist, and all of
the other terms of the loan agreement and the notes remain in full force and
effect. The notes are all past due, and we have received a demand for payment.

     Registration Rights. All shares of the common stock issued bore restrictive
legends as required to comply with the Securities Act and have piggyback
registration rights.

CROCHET & BOREL SERVICES, INC. ACQUISITION

     On June 5, 2006, Charys, Crochet & Borel Services, Inc., a Texas
corporation, and Troy Crochet closed an agreement whereby Mr. Crochet sold to
Charys 249 shares of Crochet & Borel Services (the "C&B Shares"), free and clear
of any and all claims, liens, charges and encumbrances, and (b) on the Second
Closing Date, Mr. Crochet agreed to sell to Charys an additional 251 C&B
Shares.

     In consideration of the sale of all of the C&B Shares, we agreed to pay an
aggregate consideration in an amount equal to $200,100,000 (the "Base Purchase
Price") by delivery of (i) cash (the "Cash Consideration") and (ii) shares
("Stock Consideration") of our common stock.

     Payment of Cash Consideration. On May 3, 2006, we delivered cash
consideration in an amount equal to $1,000,000 (the "Non-Refundable Cash
Consideration"). On June 5, 2006, which was the Initial Closing Date, we
delivered to Mr. Crochet a promissory note in the amount of $19,000,000. On the
Final Determination Date as defined in the agreement, Charys will deliver to Mr.
Crochet Cash Consideration in an amount equal to (A) $80,000,000 less (B) the
sum of (1) the amount of any dividends paid by Crochet & Borel Services to Mr.
Crochet from and after April 25, 2006, plus (2) the amount by which the audited
net worth of Crochet & Borel Services as of December 31, 2005 set forth on the
Final Statement of Net Worth is less than $75,000,000 (such amount being the
"Final Determination Date Cash Consideration" and, collectively with the
Non-Refundable Cash Consideration and the Initial Closing Cash Consideration,
the "Aggregate Cash Consideration").

     Payment of Initial Stock Consideration.  On May 3, 2006, we issued to Mr.
Crochet Stock Consideration equal to 1,000,000 shares of our common stock (the
"Non-Refundable Stock Consideration").  On June 5, 2006, we delivered to Mr.
Crochet Stock Consideration equal to 3,000,000 shares of our common stock (the
"Initial Closing Stock Consideration").  On the Second Closing Date as defined
in the agreement, Charys will issue to Mr. Crochet Stock Consideration equal to
3,333,000 shares of our common stock, such amount being equal to 4,008,000
shares of our common stock (the "Second Closing Stock Consideration"), less (ii)
the sum of the Stock Holdback (as defined below).  The Non-Refundable Stock
Consideration, the Initial Closing Stock Consideration and the Second Closing
Stock Consideration (including the Stock Holdback and any shares of our common
stock withheld pursuant to the agreement, and collectively consisting of an
aggregate of 8,008,000 shares of our common stock) are hereinafter referred to
collectively as the "Initial Stock Consideration."


                                       19
<PAGE>
     Aggregate Cash Consideration Adjustment Mechanism. On July 31, 2006, Mr.
Crochet delivered to Charys a statement (the "Statement of Net Worth") setting
forth the net worth of Crochet & Borel Services as of December 31, 2005,
prepared from the Audited Financial Statements for the period ended December 31,
2005 (the "Determination Date Financial Statements") and in accordance with the
agreement.

     In August 2006, Charys notified Mr. Crochet of its disagreement with the
Statement of Net Worth as presented by Mr. Crochet, in accordance with terms of
the applicable agreement. Charys and Mr. Crochet are now attempting in good
faith to resolve such disagreement as promptly as possible. Upon such
resolution, the Statement of Net Worth shall be revised in accordance with the
agreement of Charys and Mr. Crochet.

     In the event Charys and Mr. Crochet are unable to resolve any dispute
regarding the Statement of Net Worth within 15 days following Mr. Crochet'
receipt of notice of such dispute, such dispute shall be submitted to, and all
issues having a bearing on the dispute shall be resolved by, the Houston, Texas
office of a nationally recognized accounting firm that shall be mutually
acceptable to Mr. Crochet and Charys for final determination.

     Make-Whole Adjustment.  The following terms have the meanings set forth in
the agreement:

-    "Make-Whole Date" means the date that is 30 days following the issuance of
     our Form 10K for fiscal year 2007, provided that if such date falls on a
     non-business day, the Make-Whole Date shall be the preceding business day.

-    "Make Whole Deficit" means the value, if negative, of (A) the Target Stock
     Consideration Value, minus (B) the product of (1) 8,008,000 multiplied by
     (2) the Market Price of our common stock during the 15 consecutive trading
     days prior to the Make-Whole Date.

-    "Market Price" means, with respect to any period, the weighted average sale
     price of our common stock during such period as determined by (i) the
     principal stock exchange, or the NASDAQ/NMS, as the case may be, on which
     shares of our common stock is then listed or admitted to trading, or (ii)
     if our common stock is not then listed or admitted to trading on any stock
     exchange or the NASDAQ/NMS, the average of the last reported closing bid
     and asked prices on each such day in the over the counter market, as
     furnished by the NASDAQ system or National Quotation Bureau, Inc., or (iii)
     if neither NASDAQ, or National Quotation Bureau, Inc. is at the time
     engaged in the business of reporting such prices, then as furnished by any
     similar firm then engaged in such business.

-    "NASDAQ/NMS" means that National Association of Securities Dealers'
     Automated Quotation National Market System.

-    "Target Stock Consideration Value" means the Target Per Share Stock Price
     multiplied by 8,008,000.

     In the event that the Market Price of our common stock during the 15
consecutive trading days immediately prior to the Make-Whole Date is less than
the target per share stock price (the "Target Per Share Stock Price"), as
determined in accordance with the provisions of the agreement, Charys shall, at
our option, either (x) issue to Mr. Crochet that number of additional shares of
our common stock (the "Make-Whole Shares") equal to (1) the Make Whole Deficit,
divided by the Market Price of our common stock on the Make-Whole Date, or (y)
pay to Mr. Crochet an amount in cash equal to (1) the Target Stock Consideration
Value, less (2) the Make Whole Deficit. Such issuance shall be completed or such
cash payment shall be made no later than the third business day after the
Make-Whole Date.

     Notwithstanding anything to the contrary set forth in the agreement, our
obligation to make any adjustment in accordance with the agreement, or to issue
any Make-Whole Shares, shall terminate in the event that, at any time prior to
the Make-Whole Date, (i) the Market Price of our common stock during any 20
consecutive trading days exceeds $16.00 per share, or (ii) the actual sale price
of our common stock in each transaction in which shares of our common stock are
traded during any five consecutive trading days exceeds $16.50 per share, but in
either case only if all of Mr. Crochet's shares constituting the Initial Stock
Consideration are fully registered.


                                       20
<PAGE>
     Incentive Compensation.  In addition to the Base Purchase Price, Mr.
Crochet and other employees of Crochet & Borel Service shall, for each
Performance Year as defined in the agreement, be entitled to earn incentive
compensation based upon the financial performance of Crochet & Borel Services
according to the formula set forth in the agreement.

     Additionally, Mr. Crochet shall be entitled to earn additional equity
compensation based upon the financial performance of acquired companies,
determined in accordance with the provisions of the agreement.

     Registration Rights.  Mr. Crochet was granted piggyback, with respect to
all shares of our common stock issued under the agreement.

     Stock Holdback. As partial security of the obligations of Mr. Crochet under
the agreement or otherwise arising under or relating to the agreement, Charys
shall withhold a portion of the Second Closing Stock Consideration equal to
750,000 shares of our common stock (the "Stock Holdback"). On each of (i) the
date that is nine months following the Closing Date, and (ii) the date that is
18 months following the Closing Date, Charys shall issue to Mr. Crochet 375,000
shares of our common stock (such amount being equal to one-half of the Stock
Holdback) (each such issuance being a "Stock Holdback Issuance"), subject to the
right of Charys to set-off against each Stock Holdback Issuance (each such
set-off being a "Stock Holdback Issuance Set-Off") that number of shares of our
common stock equal to the remainder of (A) the remainder of (1) the dollar value
of any indemnification claims made by Seller pursuant to the agreement as of the
date of each Stock Holdback Issuance, less (2) an amount equal to (a) the number
of Shares of our common stock unissued as a result of any previous Stock
Holdback Issuance Set-Off, multiplied by (b) Second Closing Date Market Price,
divided by (B) the Second Closing Date Market Price.

     The provisions of the agreement providing for the Stock Holdback shall not
impose any limitation on any liability of Mr. Crochet thereunder. The provisions
of the agreement providing for a Stock Holdback Issuance Set-Off shall not be
exercised by Charys unless Charys is in material compliance with the provisions
of the agreement with regard to the indemnification claim that is the basis for
the Stock Holdback Issuance Set-Off (and without limiting the foregoing, the
parties agreed that Charys shall be deemed to be in compliance with the
agreement unless Mr. Crochet are materially prejudiced by any failure to comply
therewith by Charys), nor shall the provisions providing for a Stock Holdback
Issuance Set-Off impose any limitation on any liability of Mr. Crochet under the
agreement, but in no event shall those provisions result in a waiver or
reduction of any limitation on the liability of Mr. Crochet expressly set forth
in the agreement.

     Notwithstanding the foregoing, in no event shall the total value of the
shares retained by Charys pursuant to the Stock Holdback Issuance Set-Offs
(based upon the value of those shares on the respective dates of set-off) exceed
the Charys Cap and the Environmental Cap each as defined in the agreement.

     In the event that a claim made by a third party shall be the basis for a
Stock Holdback Issuance Set-Off by Charys, then, no later than three business
days after Mr. Crochet delivers to Charys a settlement, compromise or judgment
that satisfies the requirements of the agreement, Charys will issue to Mr.
Crochet the number of shares of our common stock subject to the Stock Holdback
Issuance Set-Off relating to such third party indemnification claim.

     In the event that a claim on behalf of Charys against Mr. Crochet shall be
the basis for a Stock Holdback Issuance Set-Off by Charys, then, no later than
three business days after Mr. Crochet pays to Charys all amounts required by the
agreement upon the final determination of Charys' claim, Charys will issue to
Mr. Crochet the number of shares of our common stock subject to the Stock
Holdback Issuance Set-Off relating to our claim.

     Notwithstanding the foregoing, if, at any time prior to issuance of all of
the remaining shares representing the Stock Holdback (the "Remaining Shares"),
Mr. Crochet requires a registration of our common stock pursuant to the terms of
the Registration Rights Agreement and, in connection therewith, Mr. Crochet
requests that the Remaining Shares be included in the applicable registration
statement, upon the request of Mr. Crochet, we will use commercially reasonable
efforts to cause the Remaining Shares to be registered pursuant to the terms of
the Registration Rights Agreement, provided that if Mr. Crochet shall sell all
or any portion of the Remaining Shares, Mr. Crochet shall deposit the net sales
proceeds from such sale with Charys, and Charys shall thereafter hold, retain
and distribute those proceeds in the same manner, at the same times and in the
same amounts as Charys would have held, retained and distributed the shares
representing the Stock Holdback.


                                       21
<PAGE>
     Aged Accounts Receivable Adjustment. Not later than 30 days following the
one year anniversary of the Second Closing Date (the "Aged Receivables
Adjustment Date"), we will deliver to Mr. Crochet a schedule (the "Aged
Receivables Schedule") identifying all accounts receivable included on the
Interim Financial Statements that have not been collected as of the Aged
Receivables Adjustment Date (such accounts receivable being "Aged Receivables").
On the Aged Receivables Adjustment Date, we will transfer each such Aged
Receivable to Mr. Crochet, and the number of shares remaining in the Stock
Holdback shall be reduced by an amount equal to the aggregate value of the Aged
Receivables, divided by the Second Closing Date Market Price. Upon our transfer
of the Aged Receivables to Mr. Crochet, he will be entitled to the proceeds of
the collection of any Aged Receivables following the Aged Receivables Adjustment
Date.

     Non-Operating Expenses. Mr. Crochet shall cause Crochet & Borel Services to
cause all non-operating expenses of Crochet & Borel Services to be paid in full
prior to the Second Closing Date.

     Borel Note. Mr. Crochet, prior to the Second Closing Date, shall cause
Crochet & Borel Services to fully pay and satisfy that certain Secured
Promissory Note, dated December 16, 2005, by and between Crochet & Borel
Services and Britt Borel (the "Borel Note"), and secure the release and
termination of all agreements related thereto, including that certain Commercial
Security Agreement, dated December 16, 2005, by Crochet & Borel Services in
favor of Britt Borel and that certain Stock Pledge Agreement dated December 16,
2005 by the sellers in favor of Britt Borel. To facilitate the termination of
the Borel Note, Charys consented to the sellers offering to transfer our common
stock to be issued to Mr. Crochet pursuant to the agreement to Britt Borel (or
request that Charys issue such our common stock directly to Britt Borel) as
partial payment of the Borel Note.

     Use of Cash Consideration. Immediately following receipt of the Initial
Closing Date Cash Consideration, Mr. Crochet assigned the Seller Note to Texas
State Bank in lieu of the TSB Deposit (as defined of the agreement). Mr. Crochet
and Charys further agreed that immediately upon the closing of the financing
transactions contemplated by and among Charys, Mr. Crochet and AED Capital, Mr.
Crochet will deposit an amount equal to $15,000,000 into the cash collateral
account maintained by Crochet & Borel Services with Texas State Bank pursuant to
that certain Promissory Note dated May 5, 2006 between Texas State Bank and
Crochet & Borel Services, Inc. and related Security Agreement (collectively, the
"TSB Note") sufficient to ensure that Crochet & Borel Services is in full
compliance with the terms of the TSB Note, including all covenants requiring the
maintenance of funds in such cash collateral account.

     Spin-Off Agreement. Prior to the Second Closing Date, Charys and Mr.
Crochet shall use commercially reasonable efforts to negotiate and execute an
agreement regarding the potential spin-off of Crochet & Borel Services from
Charys with terms and conditions to be mutually agreed upon by Charys and Mr.
Crochet, substantially in accordance with the provisions of the agreement.

     Hart-Scott-Rodino Compliance. Mr. Crochet and Charys shall, promptly after
the Initial Closing Date, prepare and file the notifications required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). Prior to the receipt of clearance or notice of early termination from the
applicable governmental entity reviewing the filings made under the HSR Act (the
date of such clearance of early termination being the "Second Closing Date"),
Charys shall not be entitled to, and shall not, exercise any decision making
authority or participate in any way in the management of Crochet & Borel
Services except as provided in the agreement.

STEVEN POSNER, SEAN POSNER AND MEL HARRIS FINANCING

     On May 1, 2006, we borrowed the sum of $1,000,000 from Steven Posner, Sean
Posner and Mel Harris evidenced by a promissory note bearing interest at the
rate of 9.5 percent per annum and due May 1, 2007. As additional consideration
for the loan, we paid a fee to Messrs. Steven Posner, Sean Posner and Harris,
collectively, 250,000 shares of Charys common stock and a warrant to purchase
100,000 shares of Charys common stock at $5.00 per share with registration
rights. The proceeds of the loan were used as the non refundable down payment
for our acquisition of Crochet & Borel Services, Inc.


                                       22
<PAGE>
MITCHELL SITE ACQUISITION, INC. AGREEMENT

     On June 20, 2006, our wholly-owned subsidiary, Ayin Holding Company Inc.
("Ayin"), executed an agreement (the "MSAI Stock Purchase Agreement") for
acquisition of 100 percent of the issued and outstanding capital stock of
Mitchell Site Acquisition, Inc. ("MSAI") for $27 million. The agreement is
subject to Charys having obtained third party financing, on commercially
reasonable terms, sufficient to pay the purchase price and consummate the
acquisition transaction. At the closing, the purchase price will be payable as
follows:

-    $9,712,500 total at closing for the Mitchell shares, payable $4,312,500 in
     cash (the "Cash Component") and a promissory note (the "SPA Note") in the
     amount of $5,400,000 payable in three equal annual installments of
     $1,800,000 bearing simple interest at a rate equal to nine percent, and
     subject to adjustment pursuant to the SPA Note based upon MSAI's future
     performance against specified EBITDA targets; plus

-    $13,500,000 for the seller's personal shareholder goodwill ($8,100,000 in
     cash upfront and a promissory note in the amount of $5,400,000 (the
     "Goodwill Note"), payable in three equal annual installments of $1,800,000,
     plus accrued interest and subject to adjustment pursuant to the Goodwill
     Note; plus

-    $3,000,000 in cash and 500,000 in value of shares of our common stock
     divided by the average closing trading price per share of our common stock
     for the ten trading days ending on the closing date (such cash amount and
     shares to be delivered to the seller at the closing as consideration for
     the seller entering into a non-competition agreement); and

-    $787,500 in cash to be paid directly to the Mitchell contractors listed on
     a schedule to the agreement to be paid directly to the contractors five
     days after the closing.

     The parties are currently negotiating closing on the MSAI transaction with
a $2,000,000 cash payment, with the balance of the cash due at closing as
outlined above - approximately $13,412,500 (excluding the $10,800,000 payable
under the SPA Note and Goodwill Note, which shall remain in effect) payable to
seller in the form of a promissory note with a maturity date of September 15,
2006 (the "Closing Promissory Note").  The Closing Promissory Note will be
secured by a pledge agreement granting the seller a security interest in 100
percent of the outstanding shares of MSAI.

     The closing is expected to occur on September 15, 2006.

     There are four adjustments to the aggregate consideration to be due to the
     seller:

-    Closing Date Adjustment. Within five days prior to the closing, the seller
     shall have prepared and delivered to Ayin the Estimated Working Capital
     Schedule of certain current assets and liabilities as of the close of
     business on the closing date (the "Balance Sheet Items"). The MSAI Stock
     Purchase Agreement sets forth the target amount for the Balance Sheet
     Items; to the extent that the items as reflected on the Estimated Working
     Capital Schedule do not meet the specified targets, the cash component due
     under the MSAI Stock Purchase Agreement will be reduced by such amount.

-    Working Capital True-up. Within 90 days following the closing, Ayin shall
     prepare and deliver to the seller the Closing Working Capital Schedule of
     the Balance Sheet Items, calculated on the close of business on the closing
     date. Within five business days following the parties' agreement on the
     Closing Working Capital Schedule, to the extent the cash component of the
     purchase price under the MSAI Stock Purchase Agreement was not adjusted at
     the closing, the seller will pay the unpaid portion of such amounts, if
     any, to Ayin.

-    Non-Competition Payment and Stock Consideration Make-Whole. In addition to
     the foregoing, in consideration for the seller entering into a
     Non-Competition Agreement, we will deliver at the closing that number of
     shares of our common stock that is equal to 500,000 divided by the average
     closing trading price per share of our common stock for the 10 trading days
     ending on the closing date. The number of shares to be issued will be
     subject to adjustment based on our stock price.


                                       23
<PAGE>
-    Promissory Note Adjustment. The $10,800,000 total payable under the SPA
     Note and Goodwill Note shall be subject to adjustment at the end of each of
     the first three 12-month periods following the closing. Ayin and seller
     shall compare the audited EBITDA of MSAI to the projected EBITDA of MSAI
     (as set forth under the SPA Note and Goodwill Note), and the payments due
     under both notes shall be subject to adjustment depending on whether MSAI
     achieves or exceeds a certain percentage of the projected EBITDA numbers.

-    Employment and Non-Compete Agreements. Both the seller and Lori H. Mitchell
     are to enter into employment agreements with MSAI at the closing. The
     seller shall serve as MSAI's president and Lori H. Mitchell shall serve as
     its vice-president. Under the terms of the agreements, both Lori Mitchell
     and the seller shall receive no base salary, but shall be entitled to
     participate in a bonus program which compares the year-end audited
     financials of Mitchell to the projected financial performance of Mitchell.
     The bonus payable each year shall be split between Lori Mitchell and the
     seller, and shall be no less than $250,000, but no more than $1 million (in
     the aggregate). Any bonus due shall be payable in cash, to the extent a
     cash payment is permitted by the loan agreements (if not, the bonus shall
     be paid in Charys common stock).

     Both the seller and Lori Mitchell shall execute non-compete agreements at
the closing. The non-competition provisions under the employment agreements and
the non-compete agreements shall terminate in the event Ayin fails to make a
payment under either of the MSAI promissory notes where such payment is not
prohibited by the loan agreements to which Charys or MSAI is a party.

     Registration and Piggyback Rights. We agreed to file a registration
statement on Form SB-2 (the "registration statement") covering the resale of our
common stock to be issued to sellers under the MSAI Stock Purchase Agreement to
the extent then registrable pursuant to the rules and regulations of the
Securities Exchange Commission for an offering to be made on a continuous basis
pursuant to Rule 415. We also agreed to use commercially reasonable efforts to
keep the registration statement effective, subject to certain suspension rights,
for a period of one year following the closing date. In addition, each time we
determine to file a registration statement under the Securities Act (excluding a
registration on Form S-4 or S-8, or a registration statement on Form S-1 or SB-2
covering solely an employee benefit plan) in connection with the proposed offer
and sale for money or any of its securities, we agreed to cause all shares of
our common stock constituting registrable securities with respect to which
sellers have requested registration to be included in such registration
statement and registered under the Securities Act, all to the extent requisite
to permit the sale or other disposition by sellers of our common stock to be so
registered.

COMPLETE TOWER SOURCES STOCK PURCHASE AGREEMENT

     On June 20, 2006, our wholly-owned subsidiary, Ayin Holding Company Inc.
("Ayin"), entered into a stock purchase agreement (the "CTSI Stock Purchase
Agreement") with Complete Tower Sources Inc., a Louisiana corporation ("CTSI")
and its sole shareholder, whereby Ayin agreed to purchase all of the issued and
outstanding capital stock of CTSI for the aggregate purchase price of
$71,000,000 (not including the consideration due to seller for entering into the
non-competition agreement, as specified below), subject to adjustment as
provided in the CTSI Stock Purchase Agreement.  The CTSI Stock Purchase
Agreement is subject to Charys having obtained third party financing, on
commercially reasonable terms, sufficient to pay the purchase price and
consummate the acquisition transaction.  The purchase price will be payable at
the closing as follows:

-    A cash amount equal to $42,600,000 (the "Purchase Price Cash Component")
     shall be paid to the seller in immediately available funds;

-    A promissory note (the "CTSI SPA Note") in a principal amount equal to
     $28,400,000 (the "Purchase Price Note Component"), payable in three equal
     annual installments of $9,466,666 bearing simple interest at a rate equal
     to nine percent, and subject to adjustment pursuant to the CTSI SPA Note
     based upon CTSI's future performance against specified EBITDA targets; plus
     or minus; and

-    Any adjustment calculated pursuant to the CTSI Stock Purchase Agreement (as
     stipulated below).


                                       24
<PAGE>
     Closing Date Adjustment.  Within five days prior to the closing, the seller
shall have prepared and delivered to Ayin the Estimated Working Capital Schedule
of certain current assets and liabilities as of the close of business on the
closing date (the "Balance Sheet Items").  The CTSI Stock Purchase Agreement
sets forth the target amount for the Balance Sheet Items; to the extent that the
items as reflected on the Estimated Working Capital Schedule do not meet the
specified targets, the cash component due under the CTSI Stock Purchase
Agreement will be reduced by such amount.

     Working Capital True-up.  Within 90 days following the closing, Ayin shall
prepare and deliver to the seller the Closing Working Capital Schedule of the
Balance Sheet Items, calculated on the close of business on the closing date.
Within five business days following the parties' agreement on the Closing
Working Capital Schedule, to the extent the cash component of the purchase price
under the CTSI Stock Purchase Agreement was not adjusted at the closing, the
seller will pay the unpaid portion of such amounts, if any, to Ayin.

     Non-Competition Payment and Stock Consideration Make-Whole.  In addition to
the foregoing, in consideration for the seller entering into a non-competition
agreement, we will deliver at the closing that number of shares of our common
stock that is equal to 4,000,000 divided by the average closing trading price
per share of our common stock for the 10 trading days ending on the closing
date.  The number of shares to be issued will be subject to adjustment based on
our stock price.

     Accrued Bonus Payment Adjustment.  The Purchase Price Cash Component (and
the "Purchase Price") shall be reduced by the amount payable to the key CTSI
Employees to be paid by Charys five days after the closing as provided in the
CTSI Stock Purchase Agreement.

     Promissory Note Adjustment. The $28,400,000 million payable under the CTSI
SPA Note shall be subject to adjustment at the end of each of the first three
12-month periods following the closing. Ayin and seller shall compare the
audited EBITDA of CTSI to the projected EBITDA of CTSI (as set forth under the
CTSI SPA Note), and the payments due under the CTSI SPA Note shall be subject to
adjustment depending on whether CTSI achieves or exceeds a certain percentage of
the projected EBITDA numbers.

     Registration and Piggyback Rights. We agreed to file a registration
statement on Form SB-2 (the "registration statement") covering the resale of our
common stock to be issued to sellers under the CTSI Stock Purchase Agreement to
the extent then registrable pursuant to the rules and regulations of the
Securities Exchange Commission for an offering to be made on a continuous basis
pursuant to Rule 415. We also agreed to use commercially reasonable efforts to
keep the registration statement effective, subject to certain suspension rights,
for a period of one year following the closing date. In addition, each time we
determine to file a registration statement under the Securities Act (excluding a
registration on Form S-4 or S-8, or a registration statement on Form S-1 or SB-2
covering solely an employee benefit plan) in connection with the proposed offer
and sale for money or any of its securities, we agreed to cause all shares of
our common stock constituting registrable securities with respect to which
sellers have requested registration to be included in such registration
statement and registered under the Securities Act, all to the extent requisite
to permit the sale or other disposition by sellers of our common stock to be so
registered.

     Employment and Non-Compete Agreements.  Carrol Castille is to enter into an
employment agreement with CTSI at the closing.  Carrol Castille shall serve as
CTSI's president.  Under the terms of the employment agreement, Carrol Castille
shall receive no base salary, but shall be entitled to participate in a bonus
program which compares the year-end audited financials of CTSI to the projected
financial performance of CTSI.  The bonus payable to Carrol Castille shall be no
less than $250,000, but no more than $1,000,000.  Any bonus due shall be payable
in cash, to the extent a cash payment is permitted by the loan agreements (if
not, the bonus shall be paid in Charys common stock).

     Carrol Castille shall also enter into a non-compete agreement at closing.
The non-competition provisions under Carrol Castille's employment agreement and
non-compete agreement shall terminate in the event Ayin fails to make a payment
under the CTSI SPA Note where such payment is not prohibited by the loan
agreements to which Charys or CTSI is a party.

     The parties are currently negotiating closing on the CTSI transaction with
a $7,000,000 cash payment, with the balance of the cash due at closing as
outlined above - approximately $23,755,852 (excluding the $28,400,000


                                       25
<PAGE>
payable under the CTSI SPA Note, which shall remain in effect) - payable to
seller in the form of a promissory note with a maturity date of September 15,
2006 (the "Closing Promissory Note").  The Closing Promissory Note will be
secured by a pledge agreement granting the seller a security interest in 100
percent of the outstanding shares of CTSI.

     The closing is expected to occur on September 15, 2006.

TOWER COMPANY OF LOUISIANA, LLC AGREEMENT

     On June 20, 2006, our wholly-owned subsidiary, Ayin Holding Company Inc.
("Ayin"), executed a Tower Asset Purchase Agreement ("APA") and Tower Asset
Exclusive Option Agreement ("Option Agreement") with The Tower Company of
Louisiana, LLC ("TCLA"), and Boihem Investment Company, LLC, as sole member of
TCLA (the "Seller").  At the closing of the APA, Ayin will purchase 53 of TCLA's
cell towers and related tower assets for a fixed sum per tower (as detailed
below).  The agreements are subject to Charys having obtained third party
financing, on commercially reasonable terms, sufficient to pay the purchase
price and consummate the acquisition transaction.

     Consideration. Under the APA, the purchase price shall equal $325,000 per
cell tower (for a total of $17,225,000 in cash at the closing), less proratable
items such as prepaid rent, utilities, taxes and maintenance fees.

     Partial Closing on Cell Towers. On July 11, 2006, the parties agreed to
effect a partial closing on 19 of the 53 cell towers to be purchased in
connection with the APA pursuant to a letter agreement, dated July 11, 2006 (the
"partial closing letter agreement"), which specified the specific 19 towers and
related assets being purchased and the terms and conditions applicable to the
sale. Ayin has completed its purchase of this initial tranche of 19 towers,
having wired $6,142,309 in cash to the Seller, such sum representing the
purchase price for the 19 towers less the proratable items stipulated under the
partial closing letter agreement.

     Option Agreement - Right of First Refusal. Under the Option Agreement, CLA
is to offer Ayin all towers TCLA develops during the Option Term in groups of 25
at a time (an "Offer Notice") from time to time for a period of three years
following the closing of the transaction (the "Option Term"). Ayin shall have 30
days to exercise its option to purchase some or all of the cell towers
identified in an Offer Notice (on the same terms and conditions as set forth in
the APA), and 45 days to close following acceptance. In the event Ayin declines
to exercise its option to purchase any individual cell tower included in an
Offer Notice, Ayin's right of first refusal shall terminate with regard to only
those declined tower assets, and TCLA shall not include declined towers in
future Offer Notices. The purchase price for any towers purchased during the
Option Term shall be equal to: (i) $325,000 per cell tower with a single
broadband or broadband equivalent lessee that is a party to a lease or
sublicense on the tower sites (a "Tenant"); and (ii) an amount per cell tower
with an additional Tenant on the offer date equal to $325,000 plus "X", where
"X" equals an amount obtained by dividing the monthly revenue attributable to
the additional Tenant lease by $1,800, and multiplying that quotient by $75,000.

     Regardless as to whether Ayin exercises its option to purchase any tower
asset grouping, Complete Tower Sources, Inc. and/or Mitchell Site Acquisition,
Inc. will have the right to perform all site acquisition and construction
functions for any towers constructed by TCLA during the Option Term.

     The parties are currently negotiating closing on the remaining 34 of 53
cell towers and related assets on September 15, 2006.


                                       26
<PAGE>
     The following table outlines the various promissory notes, debentures,
warrants,  options, registration and other rights that are outstanding as of the
end of the fiscal year covered by this Annual Report, whereby Charys has an
obligation to issues shares of its common stock.  The chart does not include
options held by employees, officers and directors.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                          REGISTRATION
NAME                 NOTE OR    WARRANTS     RIGHTS       MAKE-WHOLE   ESCROW  SECURITY   NUMBER OF      OPTIONS,        PRICE
                   CONVERTIBLE              (DEMAND,     PROVISION OR    OF    AGREEMENT    COMMON     WARRANT, ETC.
                    DEBENTURE             MANDATORY OR     EARN-OUT    SHARES             SHARES TO
                                           PIGGYBACK)                                     BE ISSUED*
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
<S>                <C>          <C>       <C>            <C>           <C>     <C>        <C>         <C>              <C>
Frost Bank             No          No        Demand           No         No       No       500,000    Preferred Stock    $0.35
                                                                                                        Convertible
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Venture Banking        Yes        Yes       Piggyback         No         No       Yes      890,469        Warrant        $0.35
Group
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
New Viasys             Yes         No         None           Yes        Yes       Yes      500,000          N/A           N/A
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Highgate House         No         Yes       Mandatory         No         No       No      1,000,000       Warrant       600,000
Funds                                                                                                                  at $0.01
                                                                                                                        400,000
                                                                                                                       at $0.50
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Gunn Allen             No         Yes       Piggyback         No         No       No       350,000        Warrant        $2.00
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Newpoint               No         Yes        Demand                                        500,000        Warrant        $0.35
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Sam Del Presto         No         Yes       Piggyback         No         No       No       400,000        Warrant        $1.50
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Harris/Posner          No         Yes       Piggyback         No         No       No       250,000        Warrant        $0.80
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Jade Special           No         Yes       Piggyback         No         No       No       250,000        Warrant        $1.10
Strategy, LLC
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Milton Schwartz        No         Yes       Piggyback         No         No       No       250,000        Warrant        $1.10
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Billy V. Ray, Jr.      No         Yes         None            No         No       No      2,237,222        Right          N/A
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
New Century            No          No         None            No         No       No      1,300,000        Right          N/A
-----------------  -----------  --------  -------------  ------------  ------  ---------  ----------  ---------------  ---------
Michael Brenner        No          No         None            No         No       No       200,000        Option         $0.40
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

OTHER TRANSACTIONS

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

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

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

-    Basic rent of $150,000 per year, payable 180 days after the commencement of
     each then current year of the lease term. On November 30, 2004, the lease
     was amended to extend the payment date to 270 days. The time has expired,
     and no rent payments have been made.

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

     No operational activity has commenced as provided for under this lease as
of the date of this Annual Report.  On July 10, 2006, we received a letter from
the Liquidation Bureau of the State of New York demanding the amount of $320,250
in rent on the lease which as of the date of this Annual report has not been
paid.

OUR BUSINESSES

     Personnel Resources of Georgia, Inc.  Personnel Resources of Georgia, Inc.
is a professional employer organization ("PEO").  As a PEO the company is a
provider of a comprehensive, fully integrated employee management solution to
small and medium sized businesses.  PRG's solution allows it to effectively
become the in-


                                       27
<PAGE>
sourced payroll/human resource department for its clients.  PRG creates value
for its clients by helping them manage administrative efficiencies, and access
business protection services.

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

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

     PRG serves a diverse client base of small and medium-sized businesses in a
wide variety of industries.  PRG's clients have employees located in Alabama,
Arkansas, California, Georgia, Kansas, Ohio, New Jersey, North Carolina, South
Carolina, Tennessee, Texas and Virginia.  As of the date of this Annual Report,
PRG served approximately 56 clients, with an average of 20 employees per client.
For the year ended April 30, 2006, PRG's top six clients represented
approximately 40 percent of its client billings, with PRG's largest client
representing approximately 9.8 percent of its client billings.  In order to use
the PRG's services, all clients are required to enter into a professional
services agreement, which generally provides for an initial one-year term,
subject to termination by PRG or the client at any time upon 30 days prior
written notice or less.  Following the initial term, the contract may be
renewed, terminated or continued on a month-to-month basis.  Under the employee
leasing model, which covered a majority of all PRG's clients in fiscal 2006, PRG
is the employer of record for its client's employees, and PRG operates as a
licensed professional employer organization.  Clients are also offered the
option to use PRG's services without PRG becoming the employer of record for the
client's employees, in which case tax filings are made under the client's
taxpayer ID number and the client provides its own workers' compensation
insurance and health and welfare plans.

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

     Under the professional services agreement applicable to the employee
leasing model, employment-related liabilities are contractually those of PRG.
For instance, PRG assumes responsibility for, and manages the risks associated
with, each client's employee payroll obligations, including the liability for
payment of salaries and wages (including payroll taxes) to each client employee
and, at the client's option, responsibility for providing group health, welfare,
and retirement benefits to such individuals.  These PRG obligations are fixed,
whether or not the client makes timely payment of the associated service fee.
In this regard, it is important to understand that, unlike payroll processing
service providers, PRG issues to each of the client employees PRG payroll checks
drawn on PRG bank accounts.  PRG also reports and remits all required employment
information and taxes to the Internal Revenue Service and issues a federal Form
W-2 to each client employee under PRG's taxpayer ID number.

     Under the employee leasing model:

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

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


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

     A significant customer of PRG is owned by Brax Cutchin, an officer of PRG,
who had acquired this company prior to the acquisition of PRG by Charys. Client
billings with this customer were $1,014,927 and $4,531,613 for the years ended
April 30, 2006 and 2005. Net revenues (billings net of payroll costs) were
$95,696 and $681,018 for the years ended April 30, 2006 and 2005.

     PRG has a month-to-month operating lease for its office space with, Lee
Yarbrough, the president of PRG, who was an owner of a predecessor company of
PRG. Rent expense under the lease was $15,600 and $26,217 during the years ended
April 30, 2006 and 2005.

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

     CCI Telecom serves a diverse customer base of approximately 100 customers
that include large and small-sized companies including Alamosa PCS, Alcatel,
AT&T Wireless, BE&K, Bechtel Corporation, Cingular Wireless, Nextel
Communications, Sprint PCS, T-Mobile and Verizon Microwave.  CCI Telecom's
primary service area includes Texas, New Mexico, and Massachusetts.  For the
year ended April 30, 2006, CCI Telecom's top five customers represented
approximately 57 percent of its revenue, while its largest customer represented
approximately 19.6 percent of its revenue.

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

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

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

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

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

-    One point of contact for our customers.

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

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

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


                                       29
<PAGE>
     CCI Telecom has been qualified by the following tower owners: American
Tower Corp., Crown Castle International, Sprint Sites USA, SBA and SpectraSite.
CCI Telecom has built and/or modified radar tower in more than 30 states in the
U.S. and in 10 international locations, including the farthest reaches of the
U.S., Latin America and the Caribbean.  In that regard, CCI Telecom has provided
site construction and installation services on both satellite ground station and
radio telescope building projects, and building and modifying telecom facilities
for wire line and wireless service providers.

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

     Viasys Services, Inc. and Viasys Network Services, Inc.  Viasys services
the transportation, utility, telecommunication and manufacturing industries.
The corporate headquarters are located in Lakeland, Florida with divisional
offices in Tampa, Florida, Orlando, Florida, Atlanta, Georgia, Albany, Georgia,
Raleigh, North Carolina, Charlotte, North Carolina and various project offices
covering 18 states in the eastern U.S.

     Industrial services provides an extensive range of general contracting and
maintenance services to the manufacturing and government sector.  This includes
ongoing contracts with Cooper Tire and M&M/Mars.  This history allows us to
recruit and retain a competent, skilled workforce to meet the needs of our
customers.  Reliability is the company standard - resulting in long term
relationships with our clients.

     Telecommunications services includes engineering, installation, and
maintains of broadband networks.  Also included are copper, hybrid fiber coax
and passive optical networks.

     Department of transportation services involved in various state projects
throughout the southeast.  Viasys installs, tests and maintains technology
including cameras, sensors, weigh-in-motion scales, traffic signal systems, and
variable message signs.

     Viasys Network Services designs, deploys and maintains wire-line and
wireless broadband networks for both the government and private sector.
Projects include county-wide mobile broadband systems for public safety,
transit, transportation, municipal Wi-Fi deployment, enterprise wireless
networks and fiber optic deployments for the telecom industry

     Method IQ, Inc.  Method IQ, Inc. is a customer interaction solutions
provider, helping organizations of all sizes build more effective customer
relationships by streamlining business processes, leveraging and implementing
emerging and sophisticated technologies, and increasing the efficiency of
critical business interactions.  Method IQ is headquartered in Atlanta, Georgia,
with offices throughout the southeastern United States.

     Method IQ's key differentiators tie directly to a value proposition.  The
service offering combines an end-to-end, comprehensive solution with
intellectual expertise that enables dramatic cost savings, along with increasing
productivity and revenue generation.  Method IQ maintains a vision and
understanding of emerging technologies through a series of strategic
relationships.  Method IQ believes that customers highly value the fact that
achieving their vision and goals are our top priority.

     Method IQ clients include Fortune 500 companies such as BellSouth, Target,
Starbucks and Trane.  We support a range of leading technology products coupled
with proven service offerings.  Assignments range from top-level strategic
assessments to implementing and operating world-class contact centers.

     Method IQ is a provider of customer interaction solutions for companies in
the financial, healthcare, and other industries.  Method IQ solutions help
organizations more effectively manage touch points with customers, improve
revenue generation opportunities, and increase productivity in contact centers.


                                       30
<PAGE>
     Financial Industry.  Method IQ offers customer interaction solutions that
allow financial services organizations to more effectively manage customer
enquiries, improve contact center business processes, increase revenue
generation opportunities, and improve call center productivity.  Customer
interaction management technologies help financial services executives address
key business issues such as eliminating inefficiencies in branches and call
centers, matching agent skill sets with customer needs and more effectively
cross-selling products among customers.

     Customer interaction management solutions from Method IQ provide:

-    Agent-less and agent-attended automated outbound calling features that
     allow call centers to more effectively cross-sell products and
     significantly increase calling volume.

-    "Warm transfer" features that allow financial institutions to filter branch
     inquiries through a centralized environment, but transparently connect
     customer to branches where needed.

-    Integrated faxed documents that are digitally intercepted and automatically
     routed to agents who can take action and return digital faxes without the
     need to print or handle paper.

-    Autodial which allows agents to focus on customers while low-level phone
     activities are conducted in background.

-    Presence management which gives agents a dashboard view of their calling
     activities and management a global view of call center statistics.

-    Call record and monitoring which records every call and which can be
     monitored in real-time or stored for later use allowing managers to
     customize training, agents to evaluate and improve their performance and
     both to monitor for missed sales opportunities.

     Healthcare Industry.  Method IQ is a provider of patient interaction
management solutions for the healthcare industry.  From patient scheduling
through billing and collections, the Method IQ solution helps organizations more
effectively manage touch points with patients, control administrative costs and
improve quality of care.

     Healthcare executives face five key business issues: improving clinical
care and customer satisfaction, reducing errors, addressing staff shortages,
addressing inefficiencies, and reducing manual intervention.  Patient
interaction management solutions from Method IQ help healthcare organizations
address those five issues by eliminating inefficiencies, reducing revenue loss,
and stopping productivity drains in reservations and scheduling.

     Patient interaction management solutions help hospitals reduce errors and
increase agent productivity with features such as:

-    Agent-less and agent-attended automated outbound dialing campaigns that
     allow call centers to significantly increase volume of calls to payers for
     more accurate pre-certification and more timely collections.

-    Automated system that allows patients to track billing processes and follow
     up on questions or concerns.

-    HIPAA-compliant integrated fax for verification of referrals and
     documentation of procedures with payers.

-    Integration with reservations and scheduling systems to increase accuracy
     of registration information and reduce errors in procedure and diagnostic
     coding.

     Other Industries.  Method IQ has also been successful in selling integrated
solutions to a number of high profile companies outside the financial and
healthcare industries.  While these companies do not fall within a specific
vertical focus, much of the functionality of Method IQ's solutions can be
applied within any company with multiple facilities or telephone-based customer
service departments.


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<PAGE>
     Method IQ assists organizations to envision and build business models that
integrate strategy, people, processes, customers, suppliers and technology.  Our
focused and collaborative approach quickly identifies initiatives that deliver
measurable business value.  Method IQ offers services critical to businesses in
the areas of:

-    Operational assessment and productivity analysis.

-    Business process design.

-    Business architecture alignment and strategy.

-    Solution implementation and support.

-    Contact center outsourcing.

COMPETITION

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

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

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

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

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

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

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

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

     Call Center Systems and Software Integration.  The competitors of Method IQ
tend to fall into one of two categories.  The first group is selling customer
premise equipment to telecommunications managers within client companies.  These
companies view the systems they are selling as a technology product sold on the
merits of its features versus the competitors' products.  These companies tend
to sell systems to the telecommunications


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<PAGE>
departments within a company and generally do not develop relationships with
senior management of their customers.  Examples of these companies would be
BellSouth, Avaya, or Southeastern Telecom.

     The second category of competitors to Method IQ is a group of consulting
organizations that have some level of expertise within the contact center
environment.  The consultants are usually focused on running the request for
proposal process for a product selection, or on the sale of a consulting
engagement focused upon the business processes use within the contact center.
There is rarely a time when the focus of the engagement is upon the entire "big
picture" needs of the company.  An example of this type of competitor would be
Alltel or EDS.

     Method IQ has taken a unique approach to the business.  Method IQ sells
business solution to the most senior management within an organization.  This is
never couched in the terms of a product sale, nor is it ever positioned as a
consulting engagement surrounding the contact center.  Method IQ's objective is
to become a trusted advisor, creating a unique level of customer intimacy with a
given customer because they have solved critical issues for the customer.

     General Business Support Services.  The human resource outsourcing industry
is highly fragmented.  We will seek to compete through Personnel Resources of
Georgia's ability to provide a full service human resource solution to its
clients through its outsourced information technology solutions.  We believe our
primary competitors to be single point solution providers who offer segments of
the entire service offering that we will provide to our clients in an
all-inclusive offering.  These third parties include certain information
technology outsourcers and broad-based outsourcing and consultancy firms that
are now providing or may seek to provide human resource business process
outsourcing services, companies that provide a discrete group of transactional
services, such as payroll or benefits administration and aspire to provide
additional services and other consulting companies that perform individual
projects, such as development of human resource strategy and human resource
information systems.

     Historically, most of these vendors have focused upon discrete processes,
but many of them are now promoting integrated process management offerings that
may be viewed as competitive with our offerings. Such companies, all much larger
than Charys, such as Administaff, Inc., Gevity HR, Inc., Automatic Data
Processing, Inc. and Paychex, Inc., provide a combination of payroll processing
and full-service human resource solutions. We expect competition to increase,
and competitors to develop broad service capabilities that match or exceed our
capabilites.

KEY PERSONNEL

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

     While we intend to employ additional management personnel in order to
minimize the critical dependency upon any one person, it is possible that we
will not be successful in attracting and retaining the persons needed.  If we do
not succeed in retaining and motivating our current employees and attracting new
high quality employees, our business could be adversely affected.

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

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

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


                                       33
<PAGE>
SALES AND MARKETS

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

GOVERNMENT REGULATIONS

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

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

EMPLOYEES

     As of July 31, 2006, we employed approximately 774 full-time employees and
20 part-time employees, between the holding company and our various
subsidiaries.  None of these employees are currently represented by a labor
union or are covered under a collective bargaining agreement.  As we grow, we
will need to attract an unknown number of additional qualified employees.
Although we have experienced no work stoppages and believe our relationships
with our employees are good, we could be unsuccessful in attracting and
retaining the persons needed.  We do not expect that we will have any difficulty
in locating additional employees to support our growth.

RISKS RELATING TO OUR BUSINESS

WE RECENTLY WERE REQUIRED TO RESTATE OUR FINANCIAL STATEMENTS, WHICH MAY CAUSE
SOME CONCERN TO THOSE PERSONS WHO MIGHT INVEST IN OUR BUSINESS, WITH THE RESULT
THAT THEY MIGHT NOT INVEST.

     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.  The amendment was filed to amend the information in Item 6,
Management's Discussion and Analysis or Plan of Operation, and Item 7, Financial
Statements after our management and audit committee, after consultation with our
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 the Amendment No. 4 was
not an admission that our Form 10-KSB/A, Amendment No. 3 for the year ended
April 30, 2005, when filed, knowingly included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements made therein not misleading.

     The adjustments described above relate to two transactions which we
determined were not recorded in accordance with U.S. generally accepted
accounting principles:

-    Our accounting for the purchase of CCI Telecom, Inc. 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 Telecom
     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.
     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


                                       34
<PAGE>
     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.
     By doing so, we have determined that the consideration given for this
     purchase should have been $905,000 more than what we recorded as basis in
     the real estate. Thus, our resulting sale of this real estate should have
     resulted in a loss of $34,753 rather than a gain of $870,247 as we had
     reported.

     When seeking investors to provide the financing we need to fund our
operations, there is the possibility that a potential investor may decline to
invest in Charys due to a concern about the reliability of our financial
statements.  If we encounter enough potential investors who have concerns about
the reliability of our financial statements, we might not be able to raise the
capital we need and our business could fail.

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

     Our business model is to acquire various companies through acquisitions to
grow rapidly.  Currently, we have narrowed our focus to include three core
business segments, telecommunication infrastructure services, call center
systems and software integration, and general business support services.  We
have completed the acquisition of five subsidiaries, Innovative Corporate
Strategies, Inc. (which we have subsequently sold), Personnel Resources of
Georgia, Inc., CCI Telecom, Inc., Viasys Services, Inc. and Viasys Network
Services, Inc. (collectively "Viasys"), and Method IQ, Inc.

     Personnel Resources of Georgia is a professional employer organization
("PEO").  As a PEO, the company is a provider of a comprehensive, fully
integrated employee management solutions to small and medium sized businesses.
CCI Telecom, Inc. is a telecommunications infrastructure service provider, which
supplies design, deployment, and maintenance services to the communications
industry, as well manages a wide range of communication infrastructure projects
from wireless and wireline networks to satellite and radar systems.  Viasys
services the transportation, utility, telecommunication and manufacturing
industries.  Method IQ, Inc. is a customer interaction solutions provider,
helping organizations of all sizes build more effective customer relationships
by streamlining business processes, leveraging and implementing emerging and
sophisticated technologies, and increasing the efficiency of critical business
interactions.

     Under our business model, we have a limited operating history.  We have
only recently engaged in active business operations.  To date, our efforts have
been devoted primarily to the following:

-    Organizational activities;

-    Developing a business plan for our business;

-    Making acquisitions; and

-    Obtaining funding.

     We are still in our formative stage.  You should be aware of the
difficulties, delays and expenses normally encountered by an enterprise which is
newly formed, many of which are beyond our control, including unanticipated
expenses, employment costs, and administrative expenses.  It is possible that
our proposed business plans as described in this Annual Report will not
materialize or prove successful, or that we will never be able to finalize
development of our services or operate profitably.  If we cannot operate
profitably, you could lose your entire investment.  As a result of the nature of
our business, we expect to sustain substantial operating expenses even though we
have begun to generate significant revenues.

UNLESS WE GENERATE ADDITIONAL CAPITAL THROUGH REVENUES OR FINANCINGS, WE RISK
FAILURE.

     We expect to incur significant capital expenses in pursuing our development
and acquisition strategy plans to increase sales volume, expanding our services
and obtaining additional financing through stock offerings, or other


                                       35
<PAGE>
feasible financing alternatives.  We will need significant funding to satisfy
our current obligations related to pending and completed acquisitions and to
fund any future acquisition activity.  We may also seek funding for the
development and marketing of our services through strategic partnerships and
other arrangements with investment partners.  It is possible that such
collaborative arrangements or additional funds will not be available when
needed, or on terms acceptable to us, if at all.  In order to continue our
operations, we will require additional funds over the next 12 months.  As of the
date of this Annual Report, we estimate our need for additional funds will be
$194 million to pay existing obligations and pursuant to pending acquisitions.

     We hope to be able to generate the funds necessary to maintain our
operations through revenues and borrowings.  However, without additional funds
there will be a limitation to the number of new projects that we could take on,
which may have an effect on our ability to maintain our operations.  We could
also default under ongoing obligations to the sellers of their businesses to us,
which could our business to fail.  Additional financing may not be available on
terms favorable to us, or at all.  If additional funds are not available, we may
not be able to execute our business plan or take advantage of business
opportunities.  Our ability to obtain such additional financing and to achieve
our operational goals is uncertain.  In the event that we do not obtain
additional capital or are not able to increase cash flow through the increase in
revenues, or business may fail.

OUR INDEPENDENT AUDITORS HAVE INCLUDED AN EXPLANATORY PARAGRAPH IN THEIR OPINION
CONCERNING OUR ABILITY TO CONTINUE AS A GOING CONCERN.

     It should be noted that our independent auditors have included an
explanatory paragraph in their opinion concerning our ability to continue as a
going concern. Their explanatory paragraph refers to a related discussion in the
notes to our financial statements. The auditors have included the going concern
paragraph because we have incurred significant and recurring losses and have a
large working capital deficit that the auditors believe raises substantial doubt
about our ability to continue as a going concern. We have incurred losses of
$2,419,918, $798,598, and $1,429,165 for the fiscal years ended April 30, 2004,
April 30, 2005, and April 30, 2006, respectively. Our working capital deficit as
of April 30, 2006 is $26,586,684. Until such time we receive additional debt or
equity financing, there is a risk that our auditors will continue to include an
explanatory paragraph in their opinion that refers to a discussion of our
ability to continue as a going concern in the notes to our financial statements.

GROWTH BY ACQUISITION.

     Our business strategy includes the attainment of substantially all of our
growth through our ability to successfully execute our acquisition model. Any
time a company's growth strategy depends on the acquisition of other companies
there is substantial risk. In order to pursue successfully a growth by
acquisition strategy, we must identify suitable candidates for these
transactions, complete them, and manage post-closing issues such as the
integration into our corporate structure. Integration issues are complex, time
consuming and expensive and without proper planning and implementation, could
significantly disrupt our business including, but not limited to, the diversion
of management's attention, the loss of key business and/or personnel from the
acquired company, unanticipated events, and legal liabilities. If the business
becomes impaired, there could be partial or full write-offs attributed to the
acquisition.

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

     In our combined form, for the fiscal years ended April 30, 2006, 2005, and
2004, we incurred net losses of $1,429,165, $798,598, and $2,419,918,
respectively  We may continue to incur losses as we spend additional capital to
develop and market our services and establish our infrastructure and
organization to support anticipated operations.  We cannot be certain whether we
will ever earn a significant amount of revenues or profit, or, if we do, that we
will be able to continue earning such revenues or profit.  Any of these factors
could cause our stock price to decline and result in your losing a portion or
all of your investment.

NEED FOR ADDITIONAL SPECIALIZED PERSONNEL.

     Although we are committed to the continued development and growth of our
business, the addition of specialized key personnel and sales persons to assist
us in the execution of our business model is necessary.  It is possible that we
will not be able to locate and hire such specialized personnel on acceptable
terms.


                                       36
<PAGE>
DEPENDENCE ON ABILITY TO MARKET SERVICES.

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

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

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

WE MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND OUTSIDE
INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR CONCERNS
RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND STOCKHOLDER CLAIMS
BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY-HELD COMPANY.

     The directors and management of publicly traded corporations are
increasingly concerned with the extent of their personal exposure to lawsuits
and stockholder claims, as well as governmental and creditor claims which may be
made against them, particularly in view of recent changes in securities laws
imposing additional duties, obligations and liabilities on management and
directors.  Due to these perceived risks, directors and management are also
becoming increasingly concerned with the availability of directors' and
officers' liability insurance to pay on a timely basis the costs incurred in
defending such claims.  We currently do carry limited directors' and officers'
liability insurance.  Directors' and officers' liability insurance has recently
become much more expensive and difficult to obtain.  If we are unable to
continue or provide directors' and officers' liability insurance at affordable
rates or at all, it may become increasingly more difficult to attract and retain
qualified outside directors to serve on our board of directors.

     We may lose potential independent board members and management candidates
to other companies that have greater directors and officers' liability insurance
to insure them from liability or to companies that have revenues or have
received greater funding to date which can offer greater compensation packages.
The fees of directors are also rising in response to their increased duties,
obligations and liabilities as well as increased exposure to such risks.  As a
company with a limited operating history and limited resources, we will have a
more difficult time attracting and retaining management and outside independent
directors than a more established company due to these enhanced duties,
obligations and liabilities.

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

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

OUR SUBSIDIARIES HAVE A CONCENTRATION OF CUSTOMERS.

     The five largest customers of our construction subsidiary, CCI Telecom,
Inc., represent 57 percent of its annual revenues, with the largest customer
accounting for 19.6 percent of its revenues. In addition, the six largest
customers of Personnel Resources of Georgia, Inc., represent 40 percent of its
client billings, with its largest client representing 9.8 percent of its annual
billings. The high concentration of customers in two of our subsidiaries poses a
risk to Charys. If there should be a loss of any customer, it could take a while
to replace the lost customer. It is


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<PAGE>
also possible that we may not be able to replace the lost customer.  In either
event, the loss of a customer could have a serious impact of on the affected
subsidiary, with a concomitant effect on our revenues.

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

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

LEGISLATIVE ACTIONS AND POTENTIAL NEW ACCOUNTING PRONOUNCEMENTS ARE LIKELY TO
IMPACT OUR FUTURE FINANCIAL POSITION AND RESULTS OF OPERATIONS.

     There have been regulatory changes, including the Sarbanes-Oxley Act of
2002, and there may potentially be new accounting pronouncements or additional
regulatory rulings which will have an impact on our future financial position
and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes
as well as proposed legislative initiatives have increased our general and
administrative costs as we have incurred increased legal and accounting fees to
comply with such rule changes. Further, proposed initiatives are expected to
result in changes in certain accounting rules, including legislative and other
proposals to account for employee stock options as a compensation expense. These
and other potential changes could materially increase the expenses we report
under accounting principles generally accepted in the United States of America,
and adversely affect our operating results.

TERRORISM.

     Terrorist acts or acts of war may cause damage or disruption to our
business or business strategy, which could adversely impact revenues, ability to
do acquisitions, and financial condition. In particular, our cell towers might
prove to be an attractive target for terrorists who desire to disrupt
communications that rely on the towers. Our cell tower business is a significant
segment of our current operations and our plans going forward. If our cell
towers are perceived to be at risk, we might not be able to attract the
investors and the financing needed for continued growth in this sector.

RISKS RELATING TO OUR CURRENT FINANCING ARRANGEMENTS

THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR SECURITIES PURCHASE
AGREEMENTS, DEBENTURES, AND WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND
THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

     As of July 31, 2006, we had 29,613,433 shares of common stock issued and
outstanding obligations which carry a potential to issue a large number of
additional shares of our common stock. Moreover, the number of shares of common
stock issuable may increase if the market price of our common stock does not
reach agreed upon limits. The sale of these shares may adversely affect the
market price of our common stock.

     For a full discussion of our various obligations to issue additional
shares, please see Item 1, "Description of Business - Our Various Acquisitions
and Related Transactions."

IN THE EVENT THAT OUR STOCK PRICE DOES NOT ACHIEVE THE REQUIRED AMOUNT PER SHARE
AS CALLED FOR IN SOME OF OUR AGREEMENTS, THE NUMBER OF SHARES OF COMMON STOCK
WHICH WE HAVE AN OBLIGATION TO ISSUE WILL INCREASE CAUSING SUBSTANTIAL DILUTION
TO OUR EXISTING STOCKHOLDERS.

     Based on our current market price and the potential failure to increase our
market price to $16.00 or $16.50 per share in connection with our purchase of
Crochet & Borel Services, Inc., we have made a good faith estimate as to the
amount of shares of common stock that we are required to register and allocate
for conversion of the debentures, preferred stock, and warrants as described in
this Annual Report.  Accordingly, using the price share of


                                       38
<PAGE>
our common stock on the date of this Annual Report and not the $16.00 or $16.50
per share price, we would be required to issue approximately 6,250,000
additional shares thereunder, in connection with the $16.00 and $16.50 share
figure, respectively. There is no cap on the number of shares we are obligated
to issue. See Item 1, "Description of Business - Our Various Acquisitions and
Related Transactions."

THE SALE OF SHARES BY SELLING STOCKHOLDERS PURSUANT TO THE VARIOUS REGISTRATION
RIGHTS AGREEMENTS MAY ENCOURAGE SHORT SELLING AND HAVE AN ADVERSE IMPACT ON THE
MARKET PRICE OF OUR COMMON STOCK.

     The resale by the selling stockholders of our common stock pursuant to our
various registration rights agreements will increase the number of our publicly
traded shares, which could depress the market price of our common stock.
Moreover, the mere prospect of resales by the selling stockholders could depress
the market price for our common stock.  By increasing the number of shares
offered for sale, material amounts of short selling could further contribute to
progressive price declines in our common stock.

LIMITATIONS ON ACCESS TO FUNDS UNDER OUR CREDIT FACILITY FOR CCI TELECOM, INC.

     CCI Telcom, Inc., our construction subsidiary, has in place a $5 million
asset based credit facility through CAPCO. However, our borrowing capacity under
the credit facility is limited to qualified accounts receivable of CCI Telcom.
In addition, cash advances are based on 85 percent of accounts receivable that
90 days or less from the invoice date. In view of the limitations on our use of
the credit facility, we may not have access to the funding that may be needed to
sustain CCI Telecom's operations.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR SECURED OUTSTANDING OBLIGATIONS,
WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE
ADDITIONAL FUNDS.  OUR FAILURE TO REPAY THE OBLIGATIONS, IF REQUIRED, COULD
RESULT IN LEGAL ACTION AGAINST US, WHICH COULD RESULT IN FORECLOSURE ON CERTAIN
OF OUR ASSETS.

     We have several obligations which we are obligated to repay.  In addition,
these obligations are secured by security interest in some of our assets.  In
addition, we have issued and placed in escrow shares of our common stock to
secure the repayment of our obligations.  If we are required for any reason to
repay our outstanding obligations, we would be required to deplete our working
capital, if available, or raise additional funds.  Our failure to repay the
obligations, if required, could result in legal action against us, which could
result in foreclosure of security interests in certain of our assets.  For a
more complete discussion, see "Description of Business" in this Annual Report.

     CAPCO Financial Company.  In connection with the merger between CCI Telecom
and Charys, we are obligated as follows:

-    CAPCO Financial Company - A Division of Greater Bank N.A., for asset based
     financing up to $5,000,000. The initial term of the agreement is 12 months,
     with an interest rate of prime plus six percent. CAPCO's consent is
     required if Charys desires to sell more than 25 percent of the outstanding
     shares of CCI Telecom. In addition, CCI Telecom will not execute any
     financing statements pledging accounts receivables inventory or work in
     process in favor of any entity other than CAPCO. Moreover, CAPCO
     received a guaranty agreement from Charys, pursuant to which Charys
     guaranteed all payments of CCI Telecom's indebtedness related to the asset
     base financing. As of the date of this Annual Report, CCI Telecom's total
     obligation to CAPCO is $2,311,182.

-    The financing agreement with CAPCO is secured by a security interest in all
     of CCI Telecom's personal property, owned or acquired, including accounts
     receivables, contract rights, documents, instruments, deposit accounts,
     investments property, general intangibles, and inventory.

     Viasys Purchase. In connection with the purchase of Viasys Network
Services, Inc. and Viasys Services, Inc. from New Viasys, we executed a
subordinated secured promissory note in the original principal amount of
$3,500,000 which bears interest at the rate of eight percent per annum and is
payable in principal installments, plus accrued


                                       39
<PAGE>
     interest, of $1,000,000 due six months from the closing date; $500,000 due
     nine months from the closing date; $500,000 due 12 months from the closing
     date, and $1,500,000 due 15 months from the closing date.

     As security for the Viasys purchase, Charys and Viasys executed a security
agreement in favor of New Viasys securing all of Charys' and Viasys' right,
title and interest in and to:

-    That certain Facilities Maintenance Agreement, dated as of January 27,
     1992, and as amended as of November 2, 2005, between Georgia Electric
     Company (now know as "Viasys") and Cooper Tire & Rubber Co., gross revenues
     and receipts, money, securities and all proceeds derived from such
     contract, and all claims of Viasys against Cooper Tire & Rubber Co.
     relating to or arising out of such contract;

-    All of the issued and outstanding shares of the capital stock of Viasys
     Network Services, Inc. and Viasys Services, Inc.; and

-    All moneys, property or securities resulting from a reorganization,
     reclassification or other similar transaction or otherwise received in
     exchange for the shares of Viasys Network Services, Inc. and Viasys
     Services, Inc., and any warrants, rights or options issued to the holder
     of, or otherwise in respect of, the shares.

     At the closing, Charys and Viasys executed a secured promissory note and
security agreement in favor of New Viasys relating to Viasys' contract with the
Commonwealth of Virginia Department of Transportation (the "VA Job") and New
Viasys' advancement of $6,572,103 to Viasys Network Services, Inc. and Viasys
Services, Inc. as inter-company financings.  The foregoing note is a non
recourse note payable solely from the proceeds of the VA JOB.  New Viasys was
given a security interest in all of Charys and Viasys' right, title and interest
in and to:

-    All contract and other rights in and to the VA Job;

-    All general intangibles, including goodwill, relating to the VA Job;

-    All accounts receivable relating to the VA Job;

-    Gross revenues and receipts, money, securities and all proceeds derived
     from the VA Job;

-    All machinery, equipment, furniture, fixtures, motor vehicles and all
     insurance proceeds and products thereof now owned or hereafter acquired and
     relating to the VA Job; and

-    All claims of Charys and Viasys against third parties, including, without
     limitation, against the Commonwealth of Virginia Department of
     Transportation, relating to or arising out of the VA Job.

     Method IQ, Inc. Acquisition. On December 22, 2005, we closed the purchase
of all of the issued and outstanding shares of the capital stock of Method IQ,
Inc. from Rock Creek Equity Holdings, LLC and J. Alan Shaw. The aggregate
consideration for the purchase was $10,500,000, and is subject to a one-time
adjustment based upon our financial performance during the year following
December 22, 2005, as described below. Part of the purchase price was paid in
the form of a secured promissory note in the original principal balance of
$5,250,000, which bears interest at the rate of five percent per annum, and is
payable immediately upon an equity or debt investment in Charys of not less than
$5,250,000, or on demand after February 1, 2006. On May 1, 2006, the Stock
Purchase Agreement was amended by the parties to reflect the issuance of
1,312,000 shares of our common stock on or before May 19, 2006 which resulted in
the termination of a tranche payments that were previously required in
connection with stock consideration that was part of the purchase price.

     On December 22, 2005, an escrow agreement was entered into between Charys,
Billy V. Ray, Jr., Rock Creek, and SunTrust Bank, wherein until Rock Creek's
right to earn out equity terminated, Mr. Ray turned over all certificates
representing the Ray Stock (50,000 shares of the Series A preferred stock). A
voting agreement was executed in favor of Mr. Ray stating that as long as the
Ray Stock is being held in escrow by the escrow agent, Mr. Ray will retain all
voting rights with respect to the Ray Stock.


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<PAGE>
     On December 22, 2005, as security for the promissory note, we gave a
security interest to Rock Creek and Mr. Shaw covering:

-    All of the issued and outstanding shares of the common stock of Method IQ,
     any additional shares of Method IQ's capital stock acquired by Charys, and
     all cash, securities, interest, dividends, distributions, rights and other
     property that from time to time declared or distributed in respect of, in
     exchange for, or attached to or issued with respect to, the capital stock;

-    All other property delivered by Method IQ in substitution of the forgoing,
     and

-    Proceeds of the forgoing.

     Harris/Posner Financing with Respect to Method IQ. In order to complete the
purchase of Method IQ, we arranged financing with Mel Harris and Steven Posner.
On December 21, 2005, Charys and Billy V. Ray, Jr. executed a securities
purchase agreement with Messrs Harris and Posner providing for $1,000,000 in
funds. In consideration of the funding, we issued to Messrs. Harris and Posner a
$1,000,000 secured convertible debenture which was converted into 1,565,000
shares of our common stock on May 26, 2006.

RISKS RELATING TO OUR STOCK

OUR COMMON STOCK IS THINLY TRADED, SO YOU MAY BE UNABLE TO SELL AT OR NEAR ASK
PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE MONEY OR OTHERWISE
DESIRE TO LIQUIDATE YOUR SHARES.

     Our common stock has historically been sporadically or "thinly-traded" on
the OTCBB, meaning that the number of persons interested in purchasing our
common stock at or near ask prices at any given time may be relatively small or
non-existent. As of July 31, 2006, our average trading volume per day for the
past three months was approximately 146,291 shares a day with a high of 578,900
shares traded and a low of 15,300 shares traded. This situation is attributable
to a number of factors, including the fact that we are a small company which is
relatively unknown to stock analysts, stock brokers, institutional investors and
others in the investment community that generate or influence sales volume, and
that even if we came to the attention of such persons, they tend to be
risk-averse and would be reluctant to follow an unproven company such as ours or
purchase or recommend the purchase of our shares until such time as we became
more seasoned and viable.

     As a consequence, there may be periods of several days or more when trading
activity in our shares is minimal or non-existent, as compared to a seasoned
issuer which has a large and steady volume of trading activity that will
generally support continuous sales without an adverse effect on share price. It
is possible that a broader or more active public trading market for our common
stock will not develop or be sustained, or that current trading levels will be
sustained.

THE MARKET PRICE FOR OUR COMMON STOCK IS PARTICULARLY VOLATILE GIVEN OUR STATUS
AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY-TRADED PUBLIC FLOAT,
LIMITED OPERATING HISTORY AND LIMITED NET REVENUES WHICH COULD LEAD TO WIDE
FLUCTUATIONS IN OUR SHARE PRICE.  THE PRICE AT WHICH YOU PURCHASE OUR COMMON
STOCK MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING
MARKET.

     The market for our common stock is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will continue to be more volatile than a seasoned issuer for the indefinite
future. In fact, during the 52-week period ended July 31, 2006, the high and low
closing prices of a share of our common stock were $0.21 and $10.75,
respectively. The volatility in our share price is attributable to a number of
factors. First, as noted above, the shares of our common stock are sporadically
and/or thinly traded. As a consequence of this lack of liquidity, the trading of
relatively small quantities of shares by our stockholders may disproportionately
influence the price of those shares in either direction. The price for our
shares could, for example, decline precipitously in the event that a large
number of shares of our common stock are sold on the market without commensurate
demand, as compared to a seasoned issuer which could better absorb those sales
without adverse impact on its share price.


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<PAGE>
     Secondly, we are a speculative or "risky" investment due to our limited
operating history and limited profits to date, and uncertainty of future market
acceptance for our services. As a consequence of this enhanced risk, more
risk-adverse investors may, under the fear of losing all or most of their
investment in the event of negative news or lack of progress, be more inclined
to sell their shares on the market more quickly and at greater discounts than
would be the case with the stock of a seasoned issuer.

YOU MAY BE UNABLE TO SELL YOUR COMMON STOCK AT OR ABOVE YOUR PURCHASE PRICE,
WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

     The following factors may add to the volatility in the price of our common
stock: actual or anticipated variations in our quarterly or annual operating
results; government regulations, announcements of significant acquisitions,
strategic partnerships or joint ventures; our capital commitments; and additions
or departures of our key personnel. Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our
operating performance. We cannot make any predictions or projections as to what
the prevailing market price for our common stock will be at any time, including
as to whether our common stock will sustain its current market price, or as to
what effect that the sale of shares or the availability of common stock for sale
at any time will have on the prevailing market price.

VOLATILITY IN OUR COMMON STOCK PRICE MAY SUBJECT US TO SECURITIES LITIGATION.

     The market for our common stock is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will continue to be more volatile than a seasoned issuer for the indefinite
future. In the past, plaintiffs have often initiated securities class action
litigation against a company following periods of volatility in the market price
of its securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.

VOTING CONTROL OF OUR COMMON STOCK IS POSSESSED BY BILLY V. RAY, JR.
ADDITIONALLY, THIS CONCENTRATION OF OWNERSHIP COULD DISCOURAGE OR PREVENT A
POTENTIAL TAKEOVER OF CHARYS THAT MIGHT OTHERWISE RESULT IN YOUR RECEIVING A
PREMIUM OVER THE MARKET PRICE FOR YOUR COMMON STOCK.

     The voting control of our common stock is in Billy V. Ray, Jr., our
chairman and chief executive officer. Mr. Ray owns 2,185,150 shares of our
common stock, which represents 7.0 percent of our issued and outstanding 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 and he has the right to acquire 2,237,222 additional shares. 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. The result of Mr. Ray's
voting control is that he has the ability to control all matters submitted to
our stockholders for approval and to control our management and affairs,
including extraordinary transactions such as mergers and other changes of
corporate control, and going private transactions. Additionally, this
concentration of voting power could discourage or prevent a potential takeover
of Charys that might otherwise result in your receiving a premium over the
market price for your common stock.

OUR ISSUANCE OF ADDITIONAL COMMON STOCK, OR OPTIONS OR WARRANTS TO PURCHASE
THOSE SHARES, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND VOTING RIGHTS.

     We are entitled under our certificate of incorporation to issue up to
300,000,000 shares of common stock. After taking into consideration our
outstanding common stock at April 30, 2006, and our outstanding obligations to
issue additional shares, options and warrants, we will be entitled to issue up
to 8,094,061 additional shares of common stock. Our board may generally issue
shares of common stock, or options or warrants to purchase those shares, without
further approval by our stockholders based upon such factors as our board of
directors may deem relevant at that time. It is likely that we will be required
to issue a large amount of additional securities to raise capital to further our
development. It is also likely that we will be required to issue a large amount
of additional securities to directors, officers, employees and consultants as
compensatory grants in connection with their services, both in the form of
stand-alone grants or under our stock plans. It is possible that we will issue
additional shares of


                                       42
<PAGE>
common stock, or options or warrants to purchase those shares, under
circumstances we may deem appropriate at the time.

OUR ISSUANCE OF ADDITIONAL COMMON STOCK IN EXCHANGE FOR SERVICES OR TO REPAY
DEBT, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND VOTING RIGHTS AND COULD HAVE
A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR COMMON STOCK.

     Our board may generally issue shares of common stock to pay for debt or
services, without further approval by our stockholders based upon such factors
as our board of directors may deem relevant at that time. For the past three
years ended April 30, 2006, we issued a total of 3,050,000 shares for debt to
reduce our obligations. For the past three years ended April 30, 2006, we issued
a total of 6,892,236 shares in payment for services. It is likely that we will
issue additional securities to pay for services and reduce debt in the future.
It is possible that we will issue additional shares of common stock under
circumstances we may deem appropriate at the time.

THE SALE OF OUR COMMON STOCK UNDERLYING THE PREFERRED STOCK AND WARRANTS OWNED
BY THE SELLING STOCKHOLDERS MAY CAUSE DILUTION AND THE SALE OF THE SHARES OF
COMMON STOCK ACQUIRED BY THE SELLING STOCKHOLDERS COULD CAUSE THE PRICE OF OUR
COMMON STOCK TO DECLINE.

     Depending upon market liquidity at the time, a sale of our shares at any
given time could cause the trading price of our common stock to decline. The
sale of a substantial number of shares of our common stock in anticipation of
such sales, could make it more difficult for us to sell equity or equity-related
securities in the future at a time and at a price that we might otherwise wish
to effect sales.

THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND
EMPLOYEES UNDER OUR CERTIFICATE OF INCORPORATION AND THE EXISTENCE OF
INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN
SUBSTANTIAL EXPENDITURES BY CHARYS AND MAY DISCOURAGE LAWSUITS AGAINST OUR
DIRECTORS, OFFICERS AND EMPLOYEES.

     Our certificate of incorporation contains provisions which eliminate the
liability of our directors for monetary damages to Charys and our stockholders.
Our bylaws also require us to indemnify our officers and directors. We may also
have contractual indemnification obligations under our agreements with our
directors, officers and employees. The foregoing indemnification obligations
could result in Charys incurring substantial expenditures to cover the cost of
settlement or damage awards against directors, officers and employees, which we
may be unable to recoup. These provisions and resultant costs may also
discourage Charys from bringing a lawsuit against directors, officers and
employees for breaches of their fiduciary duties, and may similarly discourage
the filing of derivative litigation by our stockholders against our directors,
officers and employees even though such actions, if successful, might otherwise
benefit Charys and our stockholders.

ANTI-TAKEOVER PROVISIONS MAY IMPEDE THE ACQUISITION OF CHARYS.

     Certain provisions of the Delaware General Corporation Law have
anti-takeover effects and may inhibit a non-negotiated merger or other business
combination.  These provisions are intended to encourage any person interested
in acquiring us to negotiate with, and to obtain the approval of, our board of
directors in connection with such a transaction.  However, certain of these
provisions may discourage a future acquisition of us, including an acquisition
in which the stockholders might otherwise receive a premium for their shares.
As a result, stockholders who might desire to participate in such a transaction
may not have the opportunity to do so.

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

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


                                       43
<PAGE>
     Should we issue additional shares of our common stock at a later time, each
investor's ownership interest in our stock would be proportionally reduced.  No
investor will have any preemptive right to acquire additional shares of our
common stock, or any of our other securities.

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

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

     We have filed Form 12b-25, Notification of Late Filing (which requests an
extension to file) with respect to our Form 10-KSB for the fiscal year ended
April 30, 2005 and for the fiscal year ended April 30, 2006, which is the
subject matter of this Annual Report, and four times with respect to our Form
10-QSB for the fiscal quarters ended July 31, 2004, January 31, 2005, July 31,
2005, and January 31, 2006. As a result of our late filing of the Form 10-QSB
for the fiscal quarter ended January 31, 2006 and the late filing of this Annual
Report, an "E" was placed upon our trading symbol.

     We were late in filing the financial statements on Form 8-K in connection
with the acquisition of Viasys Systems, Inc. on November 16, 2005 and Method IQ,
Inc. on December 22, 2005. The amended 8-Ks containing the required financial
information were filed on April 13, 2006 for the Viasys acquisition and April
20, 2006 for the Method IQ acquisition. We were late in filing the subject 8-Ks
due to the failure of the auditors for Viasys Systems, Inc. to furnish the
required financial information on a timely basis. Without the Viasys financial
information, we could not prepare the financial information required in
connection with the acquisition of Method IQ. In addition to the impact on our
8-Ks relating to the Viasys acquisition, the failure to receive the required
financial information also caused us to be late in filing our Form 10-QSB for
the period ended January 31, 2006. We are currently late in the filing of the
Form 8-K financial information required for our acquisition of Crochet & Borel
Services, Inc., which was due on August 18, 2006, which could not be prepared
until we received our audited financial statements for the fiscal year ended
April 30, 2006.

     The delay in the filing of the financial information with respect to the
acquisition of Viasys, Method IQ, and Crochet & Borel Services illustrates one
of the difficulties we may experience in our acquisition program, namely, the
target company may not have the requisite financial information or we may be
unable to compile such financial information in order for us to make timely
disclosures as required by the Exchange Act.

OUR COMMON STOCK WAS FORMERLY SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC.
ALTHOUGH WE ARE NOT CURRENTLY CLASSIFIED AS A "PENNY STOCK" SINCE OUR STOCK
PRICE IS ABOVE $5.00 PER SHARE, WE COULD ONCE AGAIN BE SUBJECT TO THE "PENNY
STOCK" RULES IF OUR STOCK PRICE FALLS BELOW $5.00 PER SHARE.

     The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
Charys, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. If the current bid and ask price of our common stock is less than
$5.00 per share, our shares will once again be classified as "penny stock" under
the rules of the SEC. Recently, our price share has dropped to less than $5.00
per share on several occasions, and given the current volatility of our stock
price, there is the possibility that we will once again be classified as a
"penny stock." For any transaction involving a penny stock, unless exempt, the
rules require:

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

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

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

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


                                       44
<PAGE>
-    Make a reasonable determination that the transactions in penny stocks are
     suitable for that person and the person has sufficient knowledge and
     experience in financial matters to be capable of evaluating the risks of
     transactions in penny stocks.

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

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

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

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

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

     Stockholders should be aware that, according to SEC Release No. 34-29093,
the market for penny stocks has suffered in recent years from patterns of fraud
and abuse.  Such patterns include:

-    Control of the market for the security by one or a few broker-dealers that
     are often related to the promoter or issuer;

-    Manipulation of prices through prearranged matching of purchases and sales
     and false and misleading press releases;

-    Boiler room practices involving high-pressure sales tactics and unrealistic
     price projections by inexperienced sales persons;

-    Excessive and undisclosed bid-ask differential and markups by selling
     broker-dealers; and

-    The wholesale dumping of the same securities by promoters and
     broker-dealers after prices have been manipulated to a desired level, along
     with the resulting inevitable collapse of those prices and with
     consequential investor losses.

     Our management is aware of the abuses that have occurred historically in
the penny stock market.  Although we do not expect to be in a position to
dictate the behavior of the market or of broker-dealers who participate in the
market, management will strive within the confines of practical limitations to
prevent the described patterns from being established with respect to our
securities.  The occurrence of these patterns or practices could increase the
volatility of our share price.

ITEM 2.     DESCRIPTION OF PROPERTY.

     As of July 31, 2006, we and our subsidiaries have leases covering the
properties as described below.

     Charys subleases 3,318 square feet of office space at 1117 Perimeter Center
West, Suite N-415, Atlanta, Georgia 30338. The sublease provides for monthly
rental payments of $4,701 and will increase three percent per annum over the
term of the lease. The sublease is scheduled to expire on March 31, 2009.

     Personnel Resources of Georgia leases 2,000 square feet of office space at
880 S. Pleasantburg Drive, Suite 3-C, Greenville, South Carolina 29607. The
monthly rental payment is $1,300. There is no current lease agreement for this
property.


                                       45
<PAGE>
     CCI Telecom leases a property located at 5555 Northwest Parkway, San
Antonio, Texas 78249.  The property includes 12,180 square feet of office space
and 14,241 square feet of warehouse space.  The lease term is for a 10-year
term, commencing on May 1, 2005, and terminates on April 30, 2015.  The lease
provides for monthly rental payments of $18,333, plus a $1,000 monthly
management fee.  The lease also required a security deposit in the amount of
$109,998.  CCI Telecom will retain an option to purchase the property at the end
of the 10-year period.  See "Description of Business - Our Various Acquisitions
and Related Transactions."

     CCI Telecom also leases the following satellite office space:

-    4,000 square feet of office space at 2450 N IH 35E, Carrollton, Texas
     75006. The lease provides for monthly rental payments of $3,900 per month.
     There is no current lease agreement for this property.

-    2,200 square feet of office space at 16901 N Dallas Parkway, Suite 105,
     Addison, Texas 75001. The lease provides for monthly rental payments of
     $1,767. There is no current lease agreement for this property.

-    5,094 square feet of office space at 74 North Street, Suite 302, Lee,
     Massachusetts 01201. The lease provides for fixed monthly rental payments
     of $2,820 per month over the term of the lease. The lease is scheduled to
     expire on August 3, 2007.

     Viasys leases 19,500 square feet of office space at 26 Lake Drive,
Lakeland, Florida 33815. The lease provides for monthly rental payments of
$18,225 over the term of the lease. The lease is scheduled to expire on August
1, 2007.

     Viasys also leases certain office and other facilities at 10 locations. The
minimum payments for the operating leases remaining non-cancelable lease term in
excess of one year for 2007, 2008 and 2009 are $285,174, $85,916 and $8,000
respectively.

     Method IQ leases 10,847 square feet of office space at 1750 Founders
Parkway, Suite 180, Alpharetta, Georgia 30004. The lease provides for monthly
rental payments of $9,039 and will increase to $10,745 over the term of the
lease. The lease is scheduled to expire on April 10, 2012.

     Method IQ also leases 280 square feet of office space at 2720 Park Street,
Room 210, Jacksonville, Florida 32205. The lease provides for monthly rental
payments of $749. The lease is scheduled to expire on February 1, 2007.

     LFC, Inc. leases 9,307 square feet of office space at 17314 SH 249,
Houston, Texas 77064. The lease provides for monthly rental payments of $12,275
over the term of the lease. The lease is scheduled to expire on August 1, 2009.

     LFC, Inc. also leases 3,110 square feet of office space at 8825 Solon Road,
Suite E1, Houston, Texas 77064. The lease provides for monthly rental payments
of $1,213. The lease is scheduled to expire on January 1, 2008.

     We believe that all of our facilities are adequate for our current
operations. We expect that we could locate other suitable facilities at
comparable rates, should we need more space.

ITEM 3.     LEGAL PROCEEDINGS.

     In November 2005, Charys closed upon a contract with certain parties (the
"Sellers") to acquire the outstanding stock of Viasys Network Services Inc.
("VNSI") and Viasys Services Inc. ("VSI") as discussed in detail in our Form 8-K
filed with the Securities and Exchange Commission (the "Acquisition Agreement").
At the time of closing this transaction, numerous lawsuits were pending against
VSI and VNSI. The Acquisition Agreement requires the sellers to indemnify Charys
for all losses that exceed an aggregate of $1,000,000 which may be incurred in
connection with one particular lawsuit that was pending at the time of the
closing of the Acquisition Agreement, Lumbermen's Mutual Casualty Company
("Plaintiff") v. Able Telecommunications & Power, Inc. ("ATP"), Transportation
Safety Contractors, Inc. ("TSC") and Georgia Electric Company ("GEC") filed in
September 2003


                                       46
<PAGE>
in the United States District Court, Northern District of Georgia, Atlanta
Division. ATP, GEC and TSC are predecessors of VSI and VSNI and are hereinafter
referred to as the "Defendants." In the lawsuit, the Plaintiff seeks to recover
approximately $4.5 million under a General Indemnity Agreement ("GIA") executed
on March 6, 2000 between the Plaintiff and Able Telecom Holding Corporation
("Able"), the former parent of the Defendants. The Plaintiff issued bonds on
behalf of a subsidiary of Able, from the period of approximately April 2000
through August 2001. The Plaintiff allegedly incurred various losses due to the
subsidiaries' failure and inability to pay its subcontractors and suppliers on
various jobs across the country and made various payments to bond claimants. In
May 2006 the parties entered into a settlement agreement which provided for a
payment of $200,000.00 cash to the Plaintiff and the issuance of 400,000 shares
of Charys common stock with registration rights, and with the obligation to
issue up to an additional 100,000 shares of common stock if the market price of
the stock is less than $4.83 per share as of the close of business on the date
of the first day the shares can be publicly sold without restriction.

     We are engaged in protracted litigation with our former president, Benjamin
F. Holcomb, and our former vice president of business development, Edward K.
Acosta, which is currently pending in the Superior Court of Fulton County,
Georgia. The Holcomb complaint described in this section was filed in September
2005 and the Acosta Complaint was filed in November 2005. Messrs. Holcomb and
Acosta were terminated by Charys in July 2005 and have filed a series of
lawsuits seeking, among other things, damages for breach of their employment
contracts and/or damages for alleged misstatements in Charys' filings with the
Securities and Exchange Commission. In addition, Messrs. Holcomb and Acosta have
sought to encumber shares of Charys preferred stock through the appointment of a
receiver of such shares currently held by our chief executive officer, Billy V.
Ray, Jr., and/or to assert a "derivative" action purportedly in our name against
our board of directors, several officers, and certain third parties. Messrs.
Holcomb and Acosta are represented by the same legal counsel in all such
litigation. We believe that the litigation is without merit and intend to defend
it vigorously. The litigation is described in more detail below.

     Benjamin F. Holcomb v. Charys Holding Company, Inc., Civil Action File No.
2005CV105803, pending in the Superior Court of Fulton County, State of Georgia.
In June 2004, we entered into an employment contract with our former president,
Benjamin F. Holcomb. In July 2005, we terminated the employment contract. On
September 1, 2005, Mr. Holcomb filed suit seeking damages in excess of $100,000
arising out of what Mr. Holcomb claims to be a breach of his employment contract
arising from the alleged failure of Charys to pay him compensation to which he
claims he was entitled. We believe Mr. Holcomb's claims are without merit, and
we intend to defend this claim vigorously. This litigation is currently in
discovery. As of the date of this Annual Report, no trial date has been set.

     Edward Acosta v. Charys Holding Company, Inc., Civil Action File No.
2005CV108667, pending in the Superior Court of Fulton County, State of Georgia.
In July 2004, we entered into an employment contract with our former vice
president of business development, Edward K. Acosta. In July 2005, we terminated
the employment contract. On November 10, 2005, Mr. Acosta filed suit against
Charys, Billy V. Ray, Jr., our chairman and chief executive officer, the law
firm of Glast, Phillips & Murray, and Norman Reynolds, an attorney at Glast,
Phillips (Mr. Reynolds and Glast, Phillips represent Charys in various matters)
seeking damages in excess of $480,000 arising out of what Mr. Acosta claims to
be a breach of his employment contract arising from the alleged failure of
Charys to pay compensation to which he claims he was entitled and statements in
our documents filed with the Securities and Exchange Commission which Mr. Acosta
claims to have been false on which he allegedly relied in agreeing to become
employed by Charys. This litigation is currently in discovery. We believe Mr.
Acosta's claims are without merit, and we intend to defend this claim
vigorously. As of the date of this Annual Report, no trial date has been set.

     Holcomb and Acosta "Derivative" Claims. In November 2005, Messrs. Holcomb
and Acosta sent identical letters to our chief executive officer, Mr. Ray, with
copies to each member of our board of directors. These letters purported to be
stockholder demand letters requiring us to take remedial action with regard to
five allegedly improper transactions in 2004 and 2005:

-    Certain real property was sold by Charys to an entity allegedly controlled
     by insiders resulting in an improper gain to the insiders, who include
     certain of our directors and our chief executive officer;

-    Issuance of common shares worth $430,000 on Form S-8 to a consultant;


                                       47
<PAGE>
-    Acceptance of $140,000 as a loan from a consultant;

-    Improper issuance of shares to consultants; and

-    Improper accruing for $446,000 in payroll tax penalties owing from a
     subsidiary of Charys.

     Our board of directors met on November 10, 2005 and again on February 21,
2006 to discuss these allegations. Documents that the board might wish to review
in evaluating and responding to those allegations were gathered by certain
officers and directors and distributed prior to the February meeting, and a
discussion was held. The board appointed a special committee of certain
directors to conduct further investigation and evaluation of the allegations.
The special committee was empowered to review the matters set forth in the
allegations, and to have access to all of Charys' records and all officers and
directors they deem necessary to make a fully-informed evaluation of and
response to the allegations, and whether any corrective action should be taken
in light of them. The special committee met on numerous occasions and finalized
its recommendations on April 5, 2006. Specifically, the special committee found
that no remedial action demanded by Messrs. Holcomb and Acosta was necessary. On
April 6, 2006, the special committee made its recommendation to the full board,
and the board adopted the recommendation by unanimous vote.

     Holcomb "Receivership" Litigation. On February 13, 2006, Mr. Holcomb filed
suit against our chief executive officer, Mr. Ray, in the Superior Court of
Fulton County Georgia seeking the appointment of a receiver to take possession
of 1,000,000 shares of Charys Series A preferred stock currently held by Mr. Ray
and his wife which the suit alleges Mr. Ray pledged in connection with certain
transactions of Charys without the consent of Mr. Holcomb. Also named in the
suit are Method IQ Inc, Mel Harris, Steven Posner, Glast Phillips & Murray PC,
Rock Creek Equity Holding LLC, J. Alan Shaw, and SunTrust Banks, Inc. The
alleged basis for the suit is Mr. Holcomb's allegation that on or about April
19, 2004, Mr. Ray, Alec McLarty (one of our directors), and Mr. Holcomb formed
BRG Holdings, LLC ("BRG") for the purpose of owning the shares of the Series A
preferred stock, and that certain transactions in connection with which Mr. Ray
pledged the shares of the Series A preferred stock (specifically, a pledge of
50,000 the Series A shares in connection with Charys' acquisition of Method IQ
and a pledge of 950,000 Series A shares in connection with the Harris-Posner
transaction) were entered into without Mr. Holcomb's consent. Although Mr. Ray
had not yet been served with the complaint, Mr. Holcomb moved for the
appointment of a receiver over Mr. Ray's Series A shares, and a motion was heard
by the court on February 21, 2006. Mr. Ray argued to the court that
notwithstanding the formation of BRG there was never an agreement to transfer
Mr. Ray's Series A shares to that company, nor any consideration received
therefor from BRG, and that none of the transactions complained of required Mr.
Holcomb's "consent." The court summarily denied Mr. Holcomb's motion on February
28, 2006, following which the complaint in the action was served on Mr. Ray. Mr.
Ray believes that the allegations in Mr. Holcomb's lawsuit are without merit,
and he intends to defend it vigorously.

     Acosta "Derivative" Litigation.  Shortly after the denial of Mr. Holcomb's
appointment for a receiver over Mr. Ray's Series A preferred stock discussed
above, on March 10, 2006, Mr. Acosta filed a "derivative" lawsuit in the United
States District Court of the Northern District of Georgia, Atlanta Division,
purportedly on behalf of Charys against all of the members of our board of
directors, as well as our chief financial officer, Raymond J. Smith; an advisor
to the our board of directors, Marvin Rosen, Tony Gentile, IFG Private Equity,
LLC, Janet Risher, the wife of Richard Mangiarelli, one of our former directors,
Richard Schmidt, Paul Ferandell, Bruce Caldwell, Jimmy Villalobos, Ash
Mascarenhas, and Francis Zubrowski.  The complaint is premised on the same
allegations forming the basis of Messrs. Holcomb and Acosta's prior stockholder
demands, and seeks unquantified monetary damages, a judgment declaring that
certain defendants have breached their fiduciary duties to Charys, an injunction
against further "violations," and attorneys' fees.  The complaint has not been
validly served on any defendant.  In light of the special committee and full
board rejection of the claims, among other reasons, we believe Mr. Acosta's
lawsuit is without legal merit, and we intend to defend it vigorously.

     Charys' subsidiary, Viasys Services, Inc. ("VSI"), which we acquired in
November 2005, is a defendant in two separate lawsuits (one of which also joins
Charys as a defendant), both of which arise out of a dispute over fees for legal
representation of VSI prior to the acquisition and relate to work done chiefly
by one attorney who worked first for the law firm of Sites & Harbison LLC (S&H")
and who then left to work at the law firm of Troutman Sanders LLP. At the time
of the acquisition there was outstanding litigation against Viasys, and S&H was
the law firm handling Viasys' litigation until the primary S&H counsel on the
case departed for Troutman Sanders in the spring of 2005. Both firms have filed
suit against VSI in the Superior Court of Fulton County, Georgia alleging non


                                       48
<PAGE>
payment of approximately $1,000,000 in the aggregate, an amount which we believe
is excessive in light of the services performed and the results obtained. The
suits are denominated Stites & Harbison, PLLC Viasys Services, Inc., Civil
Action File No. 2006CV112997, and Troutman Sanders LLP v. Viasys Services, Inc.
and Charys Holding Co., Inc., Civil Action File No. 2006CV118343. We intend to
defend against the lawsuits vigorously.

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

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

     None.

                                    PART II

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

     Since July 20, 2004, our common stock has been quoted on the OTC Bulletin
Board under the symbol "CHYS.OB."  Beginning in April 2002, until July 19, 2004,
our symbol was "SBYI.OB."  The following table sets forth, for the fiscal
quarters indicated, the high and low bid prices.  These quotations reflect the
closing inter-dealer prices, without mark-up, mark-down or commission, and may
not represent actual transactions.  In reviewing quotations for the period
before June 25, 2004, you should take in account that our common stock was the
subject of a one for 10 reverse split on June 25, 2004 as a result of our change
of domicile from Minnesota to Delaware.  See Item 1, "Description of Business -
Change of Domicile."  The effect of the reverse split is that our shares
following the reverse split on June 25, 2004 are quoted at a price which should
be higher than that which obtained before the reverse split.

<TABLE>
<CAPTION>
                                        HIGH    LOW
<S>                                    <C>     <C>
                      FISCAL 2005
                     QUARTER ENDED:
                     July 31, 2004     $ 1.01  $0.06
                    October 31, 2004   $ 1.50  $0.20
                    January 31, 2005   $ 1.75  $0.59
                     April 30, 2005    $ 0.80  $0.13

                      FISCAL 2006
                     QUARTER ENDED:
                     July 31, 2005     $ 0.45  $0.22
                    October 31, 2005   $ 1.60  $0.21
                    January 31, 2006   $ 1.50  $0.72
                     April 30, 2006    $ 4.85  $1.08

                      FISCAL 2007
                     QUARTER ENDED:
                     July 31, 2006     $10.75  $4.48
</TABLE>

     As of July 31, 2006, we have 29,613,433 shares of our common stock
outstanding. Our shares of common stock are held by approximately 500
stockholders of record. The number of record holders was determined from the
records of our transfer agent and does not include beneficial owners of our
common stock whose shares are held in the names of various securities brokers,
dealers, and registered clearing agencies. There is no trading market for the
shares of our preferred stock.

     We have never declared or paid any cash dividends on our common stock. We
do not anticipate paying any cash dividends to stockholders in the foreseeable
future. In addition, any future determination to pay cash dividends will be at
the discretion of our board of directors and will be dependent upon our
financial condition, results of operations, capital requirements, and such other
factors as the board deem relevant. However, a number of


                                       49
<PAGE>
our financing agreements restrict the payment of dividends on our common stock
until such time as our underlying obligations have been satisfied.  See Item 1,
"Description of Business - Our Various Acquisitions and Related Transactions"
described in this Annual Report.

<TABLE>
<CAPTION>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        PLAN CATEGORY           NUMBER OF SECURITIES TO BE       WEIGHTED-AVERAGE EXERCISE     NUMBER OF SECURITIES REMAINING
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING OPTIONS,    AVAILABLE FOR FUTURE ISSUANCE
                               OUTSTANDING OPTIONS, WARRANTS         WARRANTS AND RIGHTS           UNDER EQUITY COMPENSATION
                                         AND RIGHTS                                               PLANS (EXCLUDING SECURITIES
                                                                                                    REFLECTED IN COLUMN (a))
                                            (a)                              (b)                              (c)
<S>                            <C>                             <C>                              <C>
  EQUITY COMPENSATION PLANS              1,100,000                          $0.40                          2,900,000
APPROVED BY SECURITY HOLDERS

EQUITY COMPENSATION PLANS NOT            1,200,000                          $0.32                          2,800,000
APPROVED BY SECURITY HOLDERS
                               ------------------------------                                   -------------------------------

           TOTAL                         2,300,000                            -                            5,700,000
                               ------------------------------                                   -------------------------------
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

     Set forth below is certain information regarding securities that Charys has
sold during the fiscal year covered by this Annual Report that were not
registered under the Securities Act , to the extent not reported on a Form
10-QSB or Form 8-K for the period covered by this Annual Report.

-    On August 29, 2005, Charys issued 90,667 shares of common stock to Frank
     Pelligrino, Jr. for $40,150. Mr. Pelligrino was granted piggyback
     registration rights with respect to the shares purchase by him.

-    On August 29, 2005, Charys issued 56,000 shares of common stock to Dennis
     Petriella for $23,575. Mr. Petriella was granted piggyback registration
     rights with respect to the shares purchase by him.

-    On August 29, 2005, Charys issued 69,333 shares of common stock to John
     Milano for $33,150. Mr. Milano was granted piggyback registration rights
     with respect to the shares purchase by him.

-    On August 29, 2005, Charys issued 34,667 shares of common stock to Peter
     Palumbo for $16,575. Mr. Palumbo was granted piggyback registration rights
     with respect to the shares purchase by him.

-    On August 29, 2005, Charys issued 34,667 shares of common stock to Bruce
     Chips for $16,575. Mr. Chips was granted piggyback registration rights with
     respect to the shares purchase by him.

-    On August 29, 2005, Charys issued 23,110 shares of common stock to Rae
     Lerardi IRA for $7,583. Mr. Lerardi IRA was granted piggyback registration
     rights with respect to the shares purchase by him.

-    On August 29, 2005, Charys issued 11,556 shares of common stock to Alicia
     Lerardi for $3,791.90. Ms. Lerardi was granted piggyback registration
     rights with respect to the shares purchase by him.

-    On September 16, 2005, Charys issued 24,000 shares of common stock to
     Dennis Petriella for $20,200. Mr. Petriella was granted piggyback
     registration rights with respect to the shares purchase by him.

-    On September 16, 2005, Charys issued 30,000 shares of common stock to Mark
     Cannavo for $25,200. Mr. Cannavo was granted piggyback registration rights
     with respect to the shares purchase by him.

-    On September 16, 2005, Charys issued 12,000 shares of common stock to
     Anthony Pallumbo for $10,100.


                                       50
<PAGE>
-    On September 16, 2005, Charys issued 6,000 shares of common stock to Donald
     and Anna Marie Pallumbo for $5,050.

-    On September 16, 2005, Charys issued 30,000 shares of common stock to
     Gordon Pepper for $25,250. Mr. Pepper was granted piggyback registration
     rights with respect to the shares purchase by him.

-    On September 16, 2005, Charys issued 8,400 shares of common stock to David
     and Lynn Malanca for $7,070.

-    On September 16, 2005, Charys issued 20,000 shares of common stock to Rae
     Lerardi IRA for $23,762. Mr. Lerardi IRA was granted piggyback registration
     rights with respect to the shares purchase by him.

-    On September 16, 2005, Charys issued 18,140 shares of common stock to
     Alicia Lerardi for $13,000. Ms. Lerardi was granted piggyback registration
     rights with respect to the shares purchase by him.

-    On September 22, 2005, Charys issued 400,000 shares of common stock to
     Larry Hogue for $250,000.

-    On February 16, 2006, Charys issued 5,000 shares of common stock to Eric
     Kipperman for $5,300. Mr. Kipperman was granted piggyback registration
     rights with respect to the shares purchase by him.

     The use of the proceeds from the sale of our securities and issuance of
notes were for general working capital needs and the repayment of debt.

     The shares were issued in reliance upon an exemption from registration
pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D
promulgated under the Securities Act.  All of the investors took their
securities for investment purposes without a view to distribution and had access
to information concerning us and our business prospects, as required by the
Securities Act.  In addition, there was no general solicitation or advertising
for the purchase of our shares.  Our securities were sold only to accredited
investors or sophisticated investors, as defined in the Securities Act with whom
we had a direct personal preexisting relationship, and after a thorough
discussion.  Finally, our stock transfer agent has been instructed not to
transfer any of such shares, unless such shares are registered for resale or
there is an exemption with respect to their transfer.

     All purchasers were provided with access to our filings with the SEC,
including the following:

-    Charys' annual report to stockholders for the most recent fiscal year, the
     definitive proxy statement filed in connection with that annual report,
     and, if requested by the purchaser in writing, a copy of Charys' most
     recent Form 10-KSB under the Exchange Act.

-    The information contained in an annual report on Form 10-KSB under the
     Exchange Act.

-    The information contained in any reports or documents required to be filed
     by Charys under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act
     since the distribution or filing of the reports specified above.

-    A brief description of the securities being offered, the use of the
     proceeds from the offering, and any material changes in Charys' affairs
     that are not disclosed in the documents furnished.

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

     There were no purchases of our equity securities by Charys or any
affiliated purchasers during any month within the fourth quarter of the fiscal
year covered by this Annual Report.


                                       51
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

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

-    Telecommunication Infrastructure Service;

-    Call Center System and Software Integration; and

-    General Business Support Services.

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

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

-    First, we must increase revenues in all operating subsidiaries, while at
     the same time maintain or improve gross margins.

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

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

-    Fourth, we must acquire companies that fit our business strategy and
     acquisition model, which is more fully described in this Annual Report.

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

-    We need to continue to develop our management team;

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

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

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

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


                                       52
<PAGE>
RESULTS OF OPERATIONS

COMPARISON OF CONSOLIDATED RESULTS OF OPERATIONS FOR THE YEARS ENDED APRIL 30,
2006 WITH APRIL 30, 2005

<TABLE>
<CAPTION>
                                2006                 2005            $ Change    % Change
                        --------------------  -------------------  ------------  ---------
<S>                     <C>           <C>     <C>          <C>     <C>           <C>
Revenues                $48,570,912   100.0%  $7,482,699   100.0%  $41,088,213      549.1%
Gross profit              9,962,701    20.5    1,876,102    25.1     8,086,599      431.0
Operating Expenses       11,092,586    22.8    3,960,101    52.9     7,132,485      180.1
Other Income (Expense)     (497,058)   (0.1)   1,285,401    17.2    (1,782,459)       N/M
Net loss                 (1,429,165)   (2.9)    (798,598)  (10.7)     (630,567)       N/M
Net loss per share           ($0.15)          $    (0.15)
</TABLE>



     Revenues.  Consolidated revenues increased by $41,085,213or 549.1 percent
to $48,570,912in fiscal 2006, due mainly to the acquisitions of Viasys Services,
Inc. and Method IQ, Inc. both effective November 1, 2005. The following table
presents our revenues by segment of the years ended April 30, 2006 and 2005.

<TABLE>
<CAPTION>
                                                      2006                  2005           $ Change    % Change
                                             ----------------------  ------------------  ------------  ---------
<S>                                          <C>          <C>        <C>         <C>     <C>           <C>
Telecommunication Infrastructure Service     $38,773,892      79.8%  $2,693,273   36.0%  $36,080,619     1339.7%

Call Center System and Software Integration    6,147,454      12.7            -      -     6,147,454        N/M

General Business Support Services              3,649,566       7.5    4,289,426   57.3      (639,860)     (14.9)

Other                                              -          -         500,000    6.7      (500,000)    (100.0)
                                             -----------  ---------  ----------  ------  ------------  ---------

Total                                        $48,570,912     100.0%  $7,482,699  100.0%  $41,085,213      549.1%
                                             -----------  ---------  ----------  ------  ------------  ---------
</TABLE>

     Telecommunication Infrastructure Services revenues were directly impacted
by the acquisition of Viasys Services Inc. effective November 1, 2005 plus the
reporting of revenues for a full year for Method IQ which in the prior year
reported only two months following the acquisition on March 3, 2005.

     Call Center System and Software Integration includes the revenues of Method
IQ for the six months from the effective date of the acquisition, November 1,
2005.

     General Business Support Services decreased by $639,860 or 14.9 percent, to
$3,649,566. Overall gross client billings for fiscal 2006 declined 23.2 percent
when compared to fiscal 2005. This decline was due mainly to a shift from PEO
type clients to ASO clients. Six clients accounted for 40.0 percent of PRG's
gross billings in fiscal 2006.

     Gross Profit. Consolidated gross profit increased by $8,089,103 or 431.2
percent to $9,965,205 in fiscal 2006 due to the acquisition of CCI Telecom on
March 4, 2005 and the fee income received by Charys, which was offset by a
decline in gross profit in the General Business Support Services. The General
Business Support Services in fiscal 2005 experienced a net loss in clients
during the period directly impacting gross profits.


                                       53
<PAGE>
     Operating Expenses.  Consolidated operating expenses increased by
$7,133,485 or 180.11 percent to $11,093,586 in fiscal 2006.  The following table
presents our operating expenses for the years ended April 30, 2006 and 2005.

<TABLE>
<CAPTION>
                                        2006                2005          $ Change    % Change
                                -------------------  ------------------  -----------  ---------
<S>                             <C>          <C>     <C>         <C>     <C>          <C>
General and Administrative      $ 9,158,006  82.65%  $3,113,627   78.6%  $6,044,379      194.1%
Non-cash expenses for services      231,442    2.0%     698,057   17.6     (466,615)     (66.8)
Depreciation and amortization     1,703,138   15.4      148,417    3.7    1,633,426     1100.6
                                -----------  ------  ----------  ------  -----------  ---------
Total                           $11,092,586  100.0%  $3,960,101  100.0%  $7,132,485      180.1%
                                -----------  ------  ----------  ------  -----------  ---------
</TABLE>

     General and administrative expenses increased by $6,044,379 or 194.1
percent to $9,158,006 in fiscal 2006.  The increase in expenses is a result of
the following:

-    Increased expenses of $1,088,790 or 85.5 percent at the holding company
     level. These increased expenses are a result of the increase in corporate
     activities specifically related to acquisitions and financing undertaken
     during fiscal 2006 as compared to fiscal 2005.

-    Additional expenses of $2,236,598 at the subsidiary level are a result of
     the acquisition of Viasys Services, Inc. and Method IQ, Inc. which were
     effective November 1, 2006.

     Non-cash expenses for services decreased by $466,615 or 66.8 percent to
$231,442 in fiscal 2006. We have from time to time issued stock to non-employees
as compensation for services, and also have issued stock to certain consultants
as is provided for in the consulting agreements, more fully described in the
"Description of Business - Change of Control" section in this Annual Report.

     Depreciation and amortization increased by $1,633,426or 1100.6 percent to
$1,781,843 in fiscal 2006.  The increased expenses are a result of the Viasys
Services, Inc. and Method IQ, Inc. acquisitions effective on November 1, 2006,
and covers the six month period through April 30, 2005.

     Other Income (Expense).  Consolidated other income (expense) decreased by
$1,782,459 to net expense of  $497,058 in fiscal 2006 as compared to net income
of 1,285,401 in fiscal 2005.  The following table presents our other income for
the years ended April 30, 2006 and 2005:

<TABLE>
<CAPTION>
                                            2006                 2005            $ Change    % Change
                                     -------------------  -------------------  ------------  ---------
<S>                                  <C>           <C>    <C>          <C>     <C>           <C>
Gain on debt retirement              $ 1,596,355    N/M%  $1,450,985   112.9%  $   145,370       10.0%
Gain  (Loss) on sale of real estate      108,651    N/M      (34,753)   (2.7)      143,404        N/M
Interest expense                      (1,900,823)   N/M     (166,259)  (12.9)   (1,734,564)    1043.3
Other income, net                       (301,675)   N/M       35,428     2.8      (337,103)       N/M
                                     ------------  -----  -----------  ------  ------------  ---------
Total                                $  (497,058)   100%  $1,285,401   100.0%  $  (788,343)       N/M
                                     ------------  -----  -----------  ------  ------------  ---------
</TABLE>

     Gain on debt retirement of debt in the amount of $1,596,355 in fiscal 2006
was a result of a transaction on April 26, 2005 whereby we entered into an
agreement with Frost Bank relating to the restructuring of the credit facilities
and the cancellation of a term note provided by Frost Bank to CCI Telecom.
Pursuant to the agreement to restructure CCI Telecom's obligation to Frost Bank,
we issued to Frost Bank 400,000 shares of our Series B preferred stock and
500,000 shares of our Series C preferred stock. All common stock warrants
previously issued


                                       54
<PAGE>
by CCI Telecom to Frost Bank were terminated.  Also, Frost Bank extended the
final maturity of the existing credit line for a period of six months from
February 1, 2005.  The transaction is described more fully in the "Description
of Business - Our Various Acquisitions and Related Transactions" in this Annual
Report.

     Interest expense increased by $1,734,564 or 1043.3 percent to $1,900,823 in
fiscal 2006. The increased expenses are a direct result of the increase in debt
levels resulting from acquisition activity and capital raised for working
purposes. Total debt increased to $26,099,733 at April 30, 2006 from $5,421,215
at April 30, 2005. Also included in fiscal 2006 interest expense is $343,945 for
the amortization of payment premium related to certain debt instruments.

     Net Loss. As a result of the factors described above, the net loss for
fiscal 2006 was $1,429,165 as compared to a net loss of $798,598 in fiscal 2005.
Net Loss per weighted average common share of 11.0 million basic and diluted
shares was $0.15, as compared to a fiscal 2005 net loss per common share on 5.4
million basic and diluted shares of $0.15.

LIQUIDITY AND CAPITAL RESOURCES

     The independent auditors' report on our April 30, 2006 financial statements
states that our recurring losses raise substantial doubt about our ability to
continue as a going concern. Our revenues are currently insufficient to cover
our operating costs and expenses. To the extent our revenue shortfall exceeds
our expectations more rapidly than anticipated; we will be required to raise
additional capital from outside investors and/or banks or mezzanine lenders. If
financing is not available on satisfactory terms, we may be unable to continue,
develop or expand our operations. There is no assurance that we will be
successful in raising the funds required. In the meantime, we may issue shares
of our common stock from time to time in the future to acquire certain services,
satisfy indebtedness and/or make acquisitions. Equity financing could result in
additional dilution to our existing stockholders.

     We continue to evaluate opportunities for corporate development. Subject to
our ability to obtain adequate financing at the applicable time, we may enter
into definitive agreements on one or more of those opportunities.

     At April 30, 2006, our liquid working capital (cash, accounts receivable,
costs in excess of billings, less current liabilities) was a deficiency of
$31,157,683 as compared to a deficiency of $4,717,622 at April 30, 2005. The
increased working capital deficiency of $26,440,061 is a direct result of the
increase in debt related to acquisitions which is more fully described in "Our
Various Acquisitions and Related Transactions" section of this Annual Report.

     At April 30, 2006 the Companies total debt was $26,099,733 at April 30,
2006 as compared to $5,421,215 at April 30, 2005. The increase in debt is a
direct result of the following:

-    Short term borrowings at April 30, 2006 increased to $20,113,930 as
     compared to $5,146,457 at April 30, 2005.

-    Long term borrowings at April 30, 2006 increased to $5,985,803 as compared
     to $274,758 at April 30, 2005.

     NET CASH USED BY OPERATING ACTIVITIES. Net cash used by operating
activities was $954,947 for fiscal 2006 as compared to $162,081 for the same
period in the prior year.

     The net loss of $1,429,165 for fiscal 2006 was positively adjusted for the
impact of the debt retirement of $1,596,355, issuance of shares for services and
expenses of $964,875, and offset by the $1,596,355 gain on debt retirement, a
gain on the sale of assets $337,695, decrease in working capital of $269,745,
plus depreciation and amortization expense of $1,703,138.

     NET CASH PROVIDED BY INVESTING ACTIVITIES. Net cash used in investing
activities was $826,745 fiscal 2006 as compared to net cash provided during the
same period in the prior year was $837,383.


                                       55
<PAGE>
     During fiscal 2006 investing activities included proceeds from the sale of
property of $1,416,184, and the cash acquired in acquisitions of Viasys Services
Inc. and Method IQ, Inc., offset by the purchase of equipment of $401,104 and an
increase in non-current assets of $2,515,605.

     NET CASH PROVIDED BY FINANCING ACTIVITIES. Net cash provided by financing
activities was $2,050,774 during fiscal 2006 as compared to net cash provided of
$410,762 during the same period during the prior year.

     During fiscal 2006 financing actives net proceeds from short and long term
debt of $1,226,308, proceeds from the sale of stock and exercise of options
$941,449, which was offset with cash paid to secure borrowings $116,985.

SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

     Construction Activities. Income from construction contracts is recognized
on the percentage-of-completion method, whereby recognition of earnings on
contracts in progress is calculated based on the ratio of cost incurred to date
to total expected cost to be incurred on each contract ("cost-to-cost" method).
Contract costs include all direct material, labor, subcontract, travel,
equipment costs, and related payroll taxes and insurance expense. Changes in job
performance, job conditions, estimated profitability, and warranty work,
including those arising from contract penalty provisions and final contract
settlements, may result in revisions to costs and income and are recognized in
the period in which the revisions are determined. Contract losses are recognized
fully when they are determined. Change orders are recorded when approved by the
customer.

     Service Activities. Revenues and related costs associated with service
agreements are recognized at the time the work is completed and accepted by the
customer, and if the agreement provides for no continuing obligation by Charys.
Progress billings which may be allowed under an agreement are recorded as
deferred revenue until such time the work is completed and accepted by the
customer.

     Staff Leasing Services. We account for the revenues of PRG, its staff
leasing subsidiary, in accordance with EITF No. 99-19, "Reporting Revenues Gross
as a Principal Versus Net as an Agent." PRG's revenues are derived from its
gross billings, which are based upon the payroll cost of its worksite employees
and a markup computed as a percentage of the payroll cost. The gross billings
are invoiced concurrently with each periodic payroll of its worksite employees.
Revenues are recognized ratably over the payroll period as worksite employees
perform their service at the client worksite. Because PRG is generally not
responsible for the output and quality of work performed by the worksite
employees, revenues in the accompanying consolidated statements of operations
are presented net of worksite employee payroll costs (i.e., the "net method").
PRG actively manages all other services provided to its customers, such as
employee benefits and workers' compensation insurance. PRG determines the
service specifications, selects service providers and products, acts as primary
obligor on benefit and insurance contracts, and is exposed to loss should its
fees charged to customers for these services be insufficient to cover the
related costs. Accordingly, billings for these services are reported at gross in
accordance with EITF 99-19.

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

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

USE OF ESTIMATES AND SIGNIFICANT RISKS

     The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported


                                       56
<PAGE>
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting periods.  Actual
results could differ from those estimates.

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

CASH AND CASH EQUIVALENTS

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

ACCOUNTS RECEIVABLE

     The allowance for doubtful accounts is established as losses are estimated
to have occurred through a provision for bad debt charged to earnings. Losses
are charged against the allowance when management believes the uncollectibility
of a receivable is probable. Subsequent recoveries, if any, are credited to the
allowance. The allowance for doubtful accounts is evaluated on a regular basis
by management and is based on historical experience and specifically identified
questionable receivables. The evaluation is inherently subjective, as it
requires estimates that are susceptible to significant revision as more
information becomes available. Allowance for doubtful accounts was $2,567,731
and $500,000 at April 30, 2006 and 2005.

PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost.  Depreciation and amortization
are calculated on the straight-line and accelerated methods based on estimated
useful lives which generally range from five to seven years for equipment, 10
years for leasehold improvements, and 29 years for buildings.

INTANGIBLE ASSET VALUATION

     Goodwill represents the excess of acquisition cost over the assigned fair
value of the assets acquired, less liabilities assumed.  SFAS No. 142, "Goodwill
and Other Intangible Assets", addresses financial accounting and reporting for
acquired goodwill and other intangible assets.  For purposes of goodwill
impairment measurement, Charys is required to compare the fair value of the
reporting unit with its carrying amount (net equity), including goodwill.  If
the fair value of the reporting unit exceeds its carrying amount, goodwill of
the reporting unit is considered not impaired.  We have made this assessment and
determined that no impairment to goodwill is indicated as of April 30, 2006 and
2005, and thus did not record an impairment charge for the years then ended.
However, we are exposed to the possibility that changes in market conditions
could result in significant impairment charges in the future.

EARNINGS PER SHARE

     Basic earnings or loss per common share is computed by dividing income
available to common stockholders by the weighted-average number of common stock
outstanding for the period.  Diluted earnings per common share, in addition to
the weighted average determined for basic earnings per shares, includes
potential


                                       57
<PAGE>
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock.

INCOME TAXES

     We account for income taxes using an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in our consolidated
financial statements or tax returns.  In estimating future tax consequences, we
consider all expected future events other than enactment of or changes in the
tax law or rates.  Charys files consolidated federal income tax returns.

ACCOUNTING FOR ACQUISITIONS

     Charys acquired all outstanding shares of Personnel Resources of Georgia
from Billy V. Ray, Jr., our controlling stockholder and chief executive officer.
Due to the common control and absence of non-controlling minority interests in
PRG, the transaction was characterized as a transfer of assets, or potentially
an exchange of shares, in accordance with SFAS No. 141 "Business Combinations,"
and not as a purchase.  Under SFAS No. 141, a transfer of net assets or exchange
of shares between entities under common control is accounted for by the
receiving entity Charys recognizing the assets and liabilities transferred at
their carrying amounts in the accounts of the transferring entity PRG, and not
at fair value in the case where the purchase method of accounting applies.  As
required by SFAS No.141, the accompanying financial statements are presented as
if the transfer had occurred at the beginning of all periods.

STOCK-BASED COMPENSATION

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

RECENT DEVELOPMENTS

     None.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

     The following table summarizes our contractual obligations as of April 30,
2006:

<TABLE>
<CAPTION>
                                     PAYMENT DUE BY PERIOD
     OBLIGATIONS          TOTAL      1 YEAR   2-3 YEARS   4-5 YEARS    5+ YEARS
                        ----------  --------  ----------  ----------  ----------
<S>                     <C>         <C>       <C>         <C>         <C>
     Capital Leases     $   15,409  $ 15,409  $        -  $        -  $        -
     Operating Lease     3,657,349   883,185   1,081,206     532,978   1,159,980
     Long Term Debt      5,985,803         -    5,85,803           -           -
                        ----------  --------  ----------  ----------  ----------
     Total Obligations  $9,658,561  $898,594  $7,068,009  $  532,978  $1,159,980
                        ----------  --------  ----------  ----------  ----------
</TABLE>

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

     As of April 30, 2006 the estimated maximum earn-out is $65 million payable
in a combination of cash and stock over the next two years should each of the
companies achieve the maximum results as provided for in the various earn-out
agreements.

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


                                       58
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

     We have not entered into any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources and would be
considered material to investors.

Other Information

     Our consolidated earnings before interest, taxes, depreciation and
amortization ("EDITDA") for the fiscal years ended April 30, 2006 and April 30,
2005 are presented in the table below and reconciled to our net earnings (loss).
EBITDA is presented, because it is a widely accepted financial performance
indicator. It is also the bases on which certain of our compensation plans are
based. EBITDA is not a term that has a specific meaning in accordance with GAAP
and may be calculated differently by others. EBITDA should not be considered in
isolation, as a substitute for earnings from operations or cash flow data
calculated in accordance with GAAP, or as a measure of a company's profitability
or liquidity.

<TABLE>
<CAPTION>
                          2006            2005         $Change    % Change
                     --------------  --------------  -----------  ---------
<S>                  <C>             <C>             <C>          <C>
Net loss             $  (1,429,165)  $    (798,598)  $ (630,567)       N/M%

Income tax                       -               -            -           -

Interest expense         1,900,823         166,259    1,734,564       996.2

Non Cash Consulting
Expenses                   231,441               -      231,4410        N/M

Depreciation and
Amortization             1,703,138         148,417    1,554,721      1047.5
                     --------------  --------------  -----------

EBITDA               $   2,406,237   $    (483,922)  $2,890,159        N/M%
                     --------------  --------------  -----------
</TABLE>

ITEM 7.     FINANCIAL STATEMENTS.

     The financial statements and related notes are included as part of this
Annual Report as indexed in the appendix on page F/S-1 through F/S-28.

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

     None.

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


                                       59
<PAGE>
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

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

-    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

-    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.

     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


                                       60
<PAGE>
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.

     None

                                    PART III

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

     Information concerning directors and the nominees for director of Charys
Holding Company, Inc. will be included under the caption "Election of
Directors," "Information as to Nominees and Other Directors," "Information
Regarding Meetings and Committees of the Board" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the registrant's 2006 Proxy Statement and is
incorporated herein by reference.

     The following table sets forth information concerning the 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. (1)  48   Chairman, Chief Executive Officer, and Director    C         2004
Raymond J. Smith (2)   53     Vice President, Chief Financial Officer and     N/A        N/A
                                               Secretary
Michael Oyster (3)     48             Vice President and Director              A         2004
<FN>
-----------------
(1)  Billy V. Ray, Jr. served as our president from December 2003 until June 25,
     2004 when he was elected chairman of the board. He was elected as chief
     executive officer on April 28, 2004
(2)  Raymond J. Smith was a financial consultant from 2000 until his election as
     our chief financial officer on June 25, 2004. He was elected as a vice
     president and secretary on April 28, 2004
(3)  Michael Oyster was elected a vice president on February 1, 2006.
</TABLE>

     There are no family relationships among the 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.

     All officers serve until their successors are chosen and may be removed at
any time by the board of directors.  The directors elect officers annually.


                                       61
<PAGE>
ITEM 10.     EXECUTIVE COMPENSATION.

     Information concerning executive compensation will be included under the
captions "Executive Compensation and Other Information," "Compensation Committee
Interlocks and Insider Participation," and "Compensation Committee Report" in
the registrant's 2006 Proxy Statement and is incorporated herein by reference.

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

     Information concerning security ownership of certain beneficial owners and
management and related stockholder matters will be included under the captions
"Security Ownership" and "Equity Compensation Plan Information" in the
registrant's 2006 Proxy Statement and is incorporated herein by reference.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information concerning certain relationships and related transactions will
be included under the caption "Certain Relationships and Related Transactions"
in the registrant's 2006 Proxy Statement and is incorporated herein by
reference.

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 C 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.


                                       62
<PAGE>
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.
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.


                                       63
<PAGE>
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 2.1 of 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 2.1 of 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 2.1 of 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 2.1 of
             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 2.1 of
             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 2.1 of Form
             8-K, dated March 10, 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 Attachment E to Exhibit 2.1 of
             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 2.1 of
             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 2.1 of
             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
             2.1 of 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.


                                       64
<PAGE>
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.
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.


                                       65
<PAGE>
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.
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.
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.
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.
10.71**      Employment Agreement between M. Ralph DeLucia and Charys Holding Company, Inc.
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.


                                       66
<PAGE>
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.
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.
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.
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


                                       67
<PAGE>
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Information concerning principal accountant fees and services will be
included under the caption "Principal Accountant Fees and Services" in the
registrant's 2006 Proxy Statement and is incorporated herein by reference.

                                   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 23, 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


                                       68
<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:

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


/s/ Billy V. Ray, Jr.    Chairman, Chief Executive Officer,   August 23, 2006
-----------------------             and Director
BILLY V. RAY, JR.


/s/ Raymond J. Smith     Vice President, Secretary and Chief  August 23, 2006
-----------------------           Financial Officer
RAYMOND J. SMITH


/s/ Michael Oyster           Vice President and Director      August 23, 2006
-----------------------
MICHAEL OYSTER


/s/ John Jordan                       Director                August 23, 2006
-----------------------
JOHN JORDAN


/s/ Neil L. Underwood                 Director                August 23, 2006
-----------------------
NEIL L. UNDERWOOD


/s/ Dave Gergacz                      Director                August 23, 2006
-----------------------
DAVE GERGACZ


/s/ Gisle Larsen                      Director                August 23, 2006
-----------------------
GISLE LARSEN


/s/ Dennis C. Hayes                   Director                August 23, 2006
-----------------------
DENNIS C.  HAYES


/s/ Catherine B. McKee                Director                August 23, 2006
-----------------------
CATHERINE B. MCKEE


/s/ Alec McLarty                      Director                August 23, 2006
-----------------------
ALEC MCLARTY


                                       69
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                       FINANCIAL STATEMENTS AND SCHEDULES



                        FORMING A PART OF ANNUAL REPORT

                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934




                          CHARYS HOLDING COMPANY, INC.
                          INDEX TO FINANCIAL STATEMENTS

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


<PAGE>
                          CHARYS HOLDING COMPANY, INC.
                          INDEX TO FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
<S>                                                         <C>
APRIL 30, 2006 AND 2005

Report of Independent Accountants                           F-2
Consolidated Balance Sheets                                 F-3
Consolidated Statements of Operations                       F-5
Consolidated Statements of Changes in Shareholders' Equity  F-6
Consolidated Statements of Cash Flows                       F-7
Notes to Consolidated Financial Statements                  F-8
</TABLE>


                                     F-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------


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

We  have audited the consolidated balance sheets of Charys Holding Company, Inc.
and  subsidiaries (f/k/a Spiderboy International, Inc.), a Delaware corporation,
as  of  April  30,  2006  and  2005,  and the related consolidated statements of
operations,  changes  in  shareholders'  equity,  and cash flows for each of the
years  in the two-year period ended April 30, 2006. These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of Charys Holding
Company,  Inc.  and  subsidiaries (f/k/a Spiderboy International, Inc.) as April
30,  2006 and 2005, and the results of their operations and their cash flows for
each of the years in the two-year period ended April 30, 2006 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

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


                                           //s// MILLER RAY HOUSER & STEWART LLP


Atlanta,  Georgia
August 18, 2006


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
                                           CHARYS HOLDING COMPANY, INC.
                                      (f/k/a Spiderboy International, Inc.)
                                           CONSOLIDATED BALANCE SHEETS

                                                                                   As of April 30,
                                                                     --------------------------------------------
                                                                             2006                   2005
                                                                     ---------------------  ---------------------
<S>                                                                  <C>                    <C>
ASSETS

Current assets:
  Cash and cash equivalents                                          $          1,355,146   $          1,086,064
  Accounts receivables, net of allowance for doubtful accounts                 10,282,560              2,498,350
  Costs and estimated earnings in excess of billings on uncompleted
    contracts, net of contract loss provision                                   1,677,591              2,990,989
  Prepaid expenses                                                              2,869,642                324,414
  Other current assets                                                          1,681,357                198,766
                                                                     ---------------------  ---------------------
      Total current assets                                                     17,866,296              7,098,583
                                                                     ---------------------  ---------------------

Property and equipment:
  Land and buildings                                                            1,623,080                      -
  Equipment and vehicles                                                        8,008,370                673,010
  Furniture and fixtures                                                          784,157                118,353
  Leasehold improvements                                                          142,130                130,566
  Less accumulated depreciation and amortization                               (1,147,553)              (178,889)
                                                                     ---------------------  ---------------------
    Property and equipment, net                                                 9,410,184                743,040
                                                                     ---------------------  ---------------------

Other assets:
  Goodwill                                                                     20,061,917              3,974,834
  Amortizable intangible assets, net of accumulated amortization:
    Customer relationships                                                      6,772,259                      -
    Contract backlog                                                                    -                129,000
  Financing costs, net of accumulation amortization                             1,821,094                112,500
  Other non-current assets                                                      2,769,047                221,826
                                                                     ---------------------  ---------------------
      Total other assets                                                       31,424,317              4,438,160
                                                                     ---------------------  ---------------------

          Total assets                                               $         58,700,797   $         12,279,783
                                                                     =====================  =====================
</TABLE>

See notes to consolidated financial statements.

                                     F-3
<PAGE>
<TABLE>
<CAPTION>
                                           CHARYS HOLDING COMPANY, INC.
                                      (f/k/a Spiderboy International, Inc.)
                                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                                                   As of April 30,
                                                                     --------------------------------------------
                                                                             2006                   2005
                                                                     ---------------------  ---------------------
<S>                                                                  <C>                    <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                   $         10,681,114   $          3,801,936
  Accrued expenses                                                              7,605,535              1,949,954
  Accrued acquisition costs                                                     3,441,820                      -
  Billings in excess of costs and estimated earnings on uncompleted
    contracts                                                                     786,153                394,678
  Deferred revenue                                                              1,824,428                      -
  Short-term borrowings:
    Unrelated parties                                                          11,022,544              4,804,000
    Related parties                                                             7,296,171                308,512
  Current portion of long-term debt:
    Unrelated parties                                                           1,287,823                 33,945
    Related parties                                                               507,392                      -
                                                                     ---------------------  ---------------------
      Total current liabilities                                                44,452,980             11,293,025

Long-term debt:
  Unrelated parties                                                             5,670,518                 13,820
  Related parties                                                                 315,285                260,938
                                                                     ---------------------  ---------------------

            Total liabilities                                                  50,438,783             11,567,783
                                                                     ---------------------  ---------------------

Stockholders' equity:
  Preferred stock; $0.001 par value; 5,000,000 shares authorized,
    1,900,000 and 1,400,00 shares issued and outstanding for 2006
    and 2005:
      Series A                                                                      1,000                  1,000
      Series B                                                                        400                    400
      Series C                                                                        500                      -
  Common stock; $0.001 par value; 300,000,000 shares authorized,
    17,069,804 and 7,968,649 shares issued and outstanding for 2006
    and 2005                                                                       17,070                  7,969
  Additional paid-in capital                                                   14,478,024              5,508,446
  Accumulated deficit                                                          (6,234,980)            (4,805,815)
                                                                     ---------------------  ---------------------
    Total shareholders' equity                                                  8,262,014                712,000
                                                                     ---------------------  ---------------------

            Total liabilities and shareholders' equity               $         58,700,797   $         12,279,783
                                                                     =====================  =====================
</TABLE>

See notes to consolidated financial statements.


                                     F-4
<PAGE>
<TABLE>
<CAPTION>
                                  CHARYS HOLDING COMPANY, INC.
                             (f/k/a Spiderboy International, Inc.)
                             CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                            Years Ended
                                                                     --------------------------
                                                                         2006          2005
                                                                     ------------  ------------
<S>                                                                  <C>           <C>
Net revenues                                                         $48,570,912   $ 7,482,699
Cost of revenues                                                      38,608,211     5,606,597
                                                                     ------------  ------------
  Gross profit                                                         9,962,701     1,876,102
                                                                     ------------  ------------

Operating expenses:
  General and administrative                                           9,389,448     3,811,684
  Depreciation and amortization                                        1,703,138       148,417
                                                                     ------------  ------------
    Total operating expenses                                          11,092,586     3,960,101
                                                                     ------------  ------------

                                                                     ------------  ------------
          Loss from continuing operations                             (1,129,885)   (2,083,999)
                                                                     ------------  ------------

Other income (expense):
  Gain on debt retirement                                              1,596,355     1,450,985
  Gain (loss) on sale of property and equipment, net                     108,651       (34,753)
  Interest expense                                                    (1,900,823)     (166,259)
  Other income (expense), net                                           (301,241)       35,428
                                                                     ------------  ------------
    Total other income (expense)                                        (497,058)    1,285,401
                                                                     ------------  ------------

          Net loss from continuing operations, before income taxes    (1,626,943)     (798,598)

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

          Net loss from continuing operations                         (1,626,943)     (798,598)
                                                                     ------------  ------------

Discontinued operations:
  Loss from discontinued operations                                      (31,266)            -
  Gain on disposal of discontinued operations                            229,044             -
                                                                     ------------  ------------

          Income from discontinued operations, net of income taxes       197,778             -
                                                                     ------------  ------------

Net loss                                                             $(1,429,165)  $  (798,598)
                                                                     ============  ============

Per share data - basic and diluted:
  Net loss                                                           $     (0.13)  $     (0.15)
                                                                     ============  ============
  Weighted average common shares outstanding                          11,034,626     5,382,983
                                                                     ============  ============
<FN>

See notes to consolidated financial statements.
</TABLE>


                                     F-5
<PAGE>
<TABLE>
<CAPTION>
                                                  CHARYS HOLDING COMPANY, INC.
                                             (f/k/a Spiderboy International, Inc.)
                                   CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


                                        Preferred Stock -      Preferred Stock -      Preferred Stock -
                                            Series A               Series B               Series C             Common Stock
                                      ---------------------  ---------------------  ---------------------  --------------------
                                       Shares      Amount     Shares      Amount     Shares      Amount      Shares     Amount
                                      ---------  ----------  ---------  ----------  ---------  ----------  -----------  -------
<S>                                   <C>        <C>         <C>        <C>         <C>        <C>         <C>          <C>
Balance at April 30, 2004             1,000,000  $    1,000          -  $        -          -  $        -    4,862,767  $ 4,863

Shares issued for services                                                                                   1,663,481    1,664

Shares issued for acquisition                                                                                1,097,442    1,097

Shares issued for real estate                                                                                  344,959      345

Shares issues for debt retirement                              400,000         400

Net loss
                                      ---------  ----------  ---------  ----------  ---------  ----------  -----------  -------

Balance at April 30, 2005             1,000,000  $    1,000    400,000  $      400  $       -  $        -  $ 7,968,649  $ 7,969

Shares issues for debt retirement                                                     500,000         500

Restricted stock sales                                                                                       1,362,302    1,362

Exercise of stock options                                                                                      685,996      686

Shares issued for sale of subsidiary                                                                            40,000       40

Shares issued for services                                                                                     847,500      848

Shares issued for acquisitions                                                                               5,015,357    5,015

Shares issued for interest payments
  on debt                                                                                                      160,000      160

Shares issued for conversion of debt                                                                           990,000      990

Issue of common stock warrants
  for financing

Net loss
                                      ---------  ----------  ---------  ----------  ---------  ----------  -----------  -------

Balance at April 30, 2006             1,000,000  $    1,000    400,000  $      400  $ 500,000  $      500  $17,069,804  $17,070
                                      =========  ==========  =========  ==========  =========  ==========  ===========  =======


                                          Additional
                                            Paid-In         Accumulated
                                            Capital           Deficit        Total
                                      -------------------  -------------  ------------
<S>                                   <C>                  <C>            <C>
Balance at April 30, 2004             $         1,831,076  $ (4,007,217)  $(2,170,278)

Shares issued for services                      1,989,279                   1,990,943

Shares issued for acquisition                     492,752                     493,849

Shares issued for real estate                   1,035,739                   1,036,084

Shares issues for debt retirement                 159,600                     160,000

Net loss                                                       (798,598)     (798,598)
                                      -------------------  -------------  ------------

Balance at April 30, 2005             $         5,508,446  $ (4,805,815)  $   712,000

Shares issues for debt retirement                 109,500                     110,000

Restricted stock sales                            863,058                     864,420

Exercise of stock options                          76,343                      77,029

Shares issued for sale of subsidiary                9,160                       9,200

Shares issued for services                        932,027                     932,875

Shares issued for acquisitions                  4,655,449                   4,660,464

Shares issued for interest payments
  on debt                                          31,840                      32,000

Shares issued for conversion of debt              649,010                     650,000

Issue of common stock warrants
  for financing                                 1,643,191                   1,643,191

Net loss                                                     (1,429,165)   (1,429,165)
                                      -------------------  -------------  ------------

Balance at April 30, 2006             $        14,478,024  $ (6,234,980)  $ 8,262,014
                                      ===================  =============  ============
</TABLE>

See notes to consolidated financial statements.


                                     F-6
<PAGE>
<TABLE>
<CAPTION>
                                              CHARYS HOLDING COMPANY, INC.
                                         (f/k/a Spiderboy International, Inc.)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    12 Months Ended April 30,
                                                                         ----------------------------------------------
                                                                                  2006                    2005
                                                                         ----------------------  ----------------------
<S>                                                                      <C>                     <C>
Cash Flows From Operating Activities:
-------------------------------------
Net loss                                                                 $          (1,429,165)  $            (798,598)
Adjustments:
  Stock options expense                                                                      -                  15,986
  Stock issued for services                                                            932,875                 698,058
  Stock issued for note interest                                                        32,000
  Income from debt retirement                                                       (1,596,355)             (1,450,985)
  (Gain) loss on sale of property and equipment                                       (108,651)                 33,353
  (Gain) on sale of discontinued operation                                            (229,044)                      -
  Depreciation and amortization expense                                              1,703,138                 148,417
  Net change in current assets and liabilities:                                                                      -
    Accounts receivable                                                              2,710,207               1,324,522
    Costs and estimated earnings in excess of billings on uncompleted
      contracts                                                                        364,321                (681,334)
    Prepaid expenses                                                                (1,489,008)                 (4,736)
    Other current assets                                                            (1,007,375)                (88,768)
    Accounts payable and accrued expenses                                           (2,030,135)                644,432
    Billings in excess of costs and estimated earnings on uncompleted
      contracts                                                                        438,293                  (2,428)
    Deferred revenue                                                                   753,952                       -
                                                                         ----------------------  ----------------------
          Net cash (used in) operating activities                                     (954,947)               (162,081)
                                                                         ----------------------  ----------------------

Cash Flows From Investing Activities:
-------------------------------------
Purchase of property and equipment                                                    (401,104)                (38,223)
Proceeds from sale of property and equipment                                         1,416,184               1,060,735
Cash acquired in acquisitions                                                          673,780                  27,794
Increase in other non-current assets                                                (2,289,914)               (100,423)
                                                                         ----------------------  ----------------------
          Net cash (used in) provided by investing activities                         (601,054)                949,883
                                                                         ----------------------  ----------------------

Cash Flows From Financing Activities:
-------------------------------------
Proceeds from exercise of common stock options                                          77,029                       -
Proceeds from sale of restricted common stock                                          864,420                       -
Cash paid for financing costs                                                         (342,676)               (112,500)
Net proceeds (repayments) on short-term borrowings:
  Unrelated parties                                                                  2,498,335                 215,617
  Related parties                                                                     (476,000)                224,512
Net proceeds (repayments) on long-term debt:
  Unrelated parties                                                                   (884,837)                (29,367)
  Related parties                                                                       88,812                       -
                                                                         ----------------------  ----------------------
          Net cash provided by financing activities                                  1,825,083                 298,262
                                                                         ----------------------  ----------------------

Net increase in cash                                                                   269,082               1,086,064
Cash, beginning of period                                                            1,086,064                       -
                                                                         ----------------------  ----------------------

Cash, end of period                                                      $           1,355,146   $           1,086,064
                                                                         ======================  ======================
</TABLE>

See notes to consolidated financial statements.


                                     F-7
<PAGE>
                          CHARYS HOLDING COMPANY, INC.
                      (F/K/A SPIDERBOY INTERNATIONAL, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       YEARS ENDED APRIL 30, 2006 AND 2005

1.  NATURE OF BUSINESS

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

Charys  is  the  successor  to  Spiderboy  International,  Inc. ("Spiderboy"), a
Minnesota corporation, as the result of a merger and name change approved by the
shareholders  on  June  25,  2004.  The  merger between Spiderboy and Charys was
organized  to  change  the  corporate  domicile.  Charys  was  a  newly  formed
corporation  with  only  minimal capital and no other assets or liabilities. The
merger  agreement provided for the existing stockholders of Spiderboy to receive
one  share  of  Charys'  common  stock  for  every  10 shares of common stock of
Spiderboy  (in  effect,  a  one-for-10  reverse  split).  In  addition,  the one
outstanding  share of Charys was cancelled. As a result, the former stockholders
of  Spiderboy  became  the  only  stockholders  of the newly merged corporation.

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

     -    LFC, Inc.  ("LFC")  provides  support  services  to  the  wireless
          communication  industry,  in  addition  to constructing, operating and
          leasing  cellular towers for cellular telecommunication transmissions.
          LFC  is  headquartered  in  Houston, Texas, and was acquired by Charys
          effective  April  30,  2006  (see  Note  6).

     -    Viasys  Services,  Inc./Viasys  Network  Services,  Inc. (collectively
          "Viasys")  designs,  installs  and  maintains  wired  and  wireless
          communication  networks  and  infrastructure,  installs  intelligent
          transportation  systems, provides industrial maintenance services, and
          provides  underground  utility  construction  services  to government,
          telecommunications  and  industrial customers. Viasys is headquartered
          in Lakeland, Florida, and was acquired by Charys effective November 1,
          2005  (see  Note  6).

     -    Method  IQ,  Inc.  ("MIQ")  provides  technical  support,
          hardware/software  sales  and  professional  services  to
          telecommunications  companies.  MIQ  is  headquartered  in Alpharetta,
          Georgia,  and  was  acquired by Charys effective November 1, 2005 (see
          Note  6).

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

     -    Aeon Technologies,  Ltd.  ("Aeon"),  a  wholly-owned  subsidiary  of
          CCI,  was  acquired  on  April  9, 2006 (see Note 6). Headquartered in
          Addison,  Texas,  the  company  provides  construction  and  project
          management  services  to  the  telecommunications  industry, including
          construction  of  cell  site  towers  and  installation and testing of
          complex  communications  networks.

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

     -    Innovative  Corporate  Solutions,  Inc.  ("ICS")  is  a  development
          stage  company formed and acquired in 2004 to provide employer payroll
          and  human  resource services. ICS was sold by Charys effective August
          1,  2005  (see  Note  17).


                                      F-8
<PAGE>
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles  of  Consolidation
The  accompanying  consolidated  financial  statements  include  the accounts of
Charys and its subsidiaries. All material intercompany accounts and transactions
have  been  eliminated  in  consolidation.  Revenues  and  expenses  of acquired
companies  (except  for  PRG - see Note 6)  are included as of the effective the
date  of  acquisition. The acquisition of PRG was accounted for as a transfer of
assets.  Accordingly,  the accounts and transactions of PRG are presented in the
consolidated  balances  of  Charys  as if the acquisition had occurred as of the
beginning  of  fiscal  year  2005.

Revenue  and  Cost  Recognition

Construction Activities. Income from construction contracts is recognized on the
percentage-of-completion method, whereby recognition of earnings on contracts in
progress  is  calculated  based  on  the ratio of cost incurred to date to total
expected  cost to be incurred on each contract ("cost-to-cost" method). Contract
costs  include all direct material, labor, subcontract, travel, equipment costs,
and related payroll taxes and insurance expense. Changes in job performance, job
conditions,  estimated profitability, and warranty work, including those arising
from  contract  penalty provisions and final contract settlements, may result in
revisions  to  costs  and  income  and are recognized in the period in which the
revisions  are  determined.  Contract  losses are recognized fully when they are
determined.  Change  orders  are  recorded  when  approved  by  the  customer.

Service  Activities.  Revenues  and  related  costs  associated  with  service
agreements  are recognized at the time the work is completed and accepted by the
customer,  and  if  the  agreement  provides for no continuing obligation by the
Company.  Progress billings which may be allowed under an agreement are recorded
as  deferred  revenue  until such time the work is completed and accepted by the
customer.

Staff  Leasing Services. The Company accounts for the revenues of PRG, its staff
leasing subsidiary, in accordance with EITF No. 99-19, "Reporting Revenues Gross
as  a  Principal  Versus  Net  as an Agent". PRG's revenues are derived from its
gross  billings, which are based upon the payroll cost of its worksite employees
and  a  markup  computed as a percentage of the payroll cost. The gross billings
are  invoiced concurrently with each periodic payroll of its worksite employees.
Revenues  are  recognized  ratably over the payroll period as worksite employees
perform  their  service  at  the  client  worksite. Because PRG is generally not
responsible  for  the  output  and  quality  of  work  performed by the worksite
employees,  revenues  in  the accompanying consolidated statements of operations
are  presented  net  of worksite employee payroll costs (i.e. the "net method").
PRG  actively  manages  all  other  services  provided to its customers, such as
employee  benefits  and  workers'  compensation  insurance.  PRG  determines the
service  specifications, selects service providers and products, acts as primary
obligor  on  benefit and insurance contracts, and is exposed to loss  should its
fees  charged  to  customers  for  these  services  be insufficient to cover the
related costs. Accordingly, billings for these services are reported at gross in
accordance  with  EITF  99-19.

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

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

Use  of  Estimates  and  Significant  Risks
The  preparation  of  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the  consolidated  financial  statements,


                                      F-9
<PAGE>
and  the reported amounts of revenues and expenses during the reporting periods.
Actual  results  could  differ  from  those  estimates.

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

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

Accounts  Receivable
The  allowance  for  doubtful accounts is established as losses are estimated to
have  occurred  through a provision for bad debt charged to earnings. Losses are
charged against the allowance when management believes the uncollectibility of a
receivable  is  probable.  Subsequent  recoveries,  if  any, are credited to the
allowance.  The  allowance for doubtful accounts is evaluated on a regular basis
by  management and is based on historical experience and specifically identified
questionable  receivables.  The  evaluation  is  inherently  subjective,  as  it
requires  estimates  that  are  susceptible  to  significant  revision  as  more
information  becomes  available.  Allowance for doubtful accounts was $2,567,731
and  $500,000  at  April  30,  2006  and  2005.

Property  and  Equipment
Property  and  equipment  are  stated at cost. Depreciation and amortization are
calculated  on  the  straight-line  and  accelerated  methods based on estimated
useful  lives  which  generally range from five to seven years for equipment, 10
years  for  leasehold  improvements,  and  29  years  for  buildings.

Intangible  Asset  Valuation
Goodwill  represents the excess of acquisition cost over the assigned fair value
of  the  assets  acquired, less liabilities assumed. SFAS No. 142, "Goodwill and
Other  Intangible  Assets",  addresses  financial  accounting  and reporting for
acquired goodwill and other intangible assets. SFAS No. 142 requires goodwill to
be  tested for impairment annually at the same date every year and when an event
occurs  or  circumstances  change  such  that  it is reasonably possible that an
impairment  may  exist.  The  Company's  annual  testing  date  is  April  30.

The  annual  impairment  test  is  a  two-step  process.  First,  it  requires a
comparison  of  the  book  value  of net assets to the fair value of the related
operations  that  have goodwill assigned to them. The fair values of the related
operations  are  estimated  using discounted cash flows. The cash flow forecasts
are  adjusted  by an appropriate discount rate derived from the Company's market
capitalization.  If  the  fair value is determined to be less than book value, a
second  step  is  performed  to  compute  the  amount of the impairment. In this
process, a fair value for goodwill is estimated, based in part on the fair value
of the operations used in the first step, and is compared to its carrying value.
The  shortfall  of  the fair value below carrying value represents the amount of
goodwill  impairment.   The Company has made this assessment and determined that
no  impairment  to goodwill is indicated as of April 30, 2006 and 2005, and thus
did  not  record  an  impairment  charge  for the years then ended. However, the
Company  is  exposed  to the possibility that changes in market conditions could
result  in  significant  impairment  charges  in  the  future.

Finite-lived  acquired intangible assets are amortized on a straight-line method
and  include  the following: customer relationships, 6 to 22 years, and contract
backlog,  1  year.  In  accordance  with  SFAS  No.  144,  the  potential


                                      F-10
<PAGE>
impairment  of  finite-lived  acquired  intangible  assets  is  evaluated  when
appropriate.  If  the  carrying  value  is  no longer recoverable based upon the
undiscounted  cash  flows  of  the  asset,  the  amount of the impairment is the
difference  between  the  carrying  amount  and  the  fair  value  of the asset.

Earnings  Per  Share
Basic earnings or loss per common share is computed by dividing income available
to  common  stockholders  by  the  weighted-average  number  of  common  stock
outstanding  for  the  period. Diluted earnings per common share, in addition to
the  weighted  average  determined  for  basic  earnings  per  shares,  includes
potential  dilution  that  could occur if securities or other contracts to issue
common  stock  were  exercised  or  converted  into  common  stock.

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

Reclassifications
Certain  amounts in the accompanying 2005 consolidated financial statements have
been  reclassified  in  order  to  conform  to  the  2006 consolidated financial
statements  presentation.

3.  GOING  CONCERN

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will  continue as a going concern. As of April 30, 2006, the
Company  has  a  $26.6  million working capital deficit with a limited borrowing
capacity.  The  present  condition  continues  to  create  uncertainty as to the
Company's  ability  to  continue as a going concern in the absence of additional
capital  and/or  financing,  particularly  in  light  of  the  historic
(pre-acquisition)  operating  losses of acquired companies. Management's plan to
improve  its  overall  financial  condition  includes  the  following:

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

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

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

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

Specifically,  Charys  believes  its access and expertise in the capital markets
will  result  in  additional  working  capital  that will enable its present and
future  subsidiaries  to  increase  revenue-generating  activities,  access  and
expertise  which  is  typically  constrained as individual private companies. It
also believes continued strategic acquisitions of companies providing heretofore
fragmented  telecommunications  construction  and  infrastructure  services will
provide  the necessary integration to attain contracts of greater revenue volume
and scope of services. Contract management operations of acquired companies will
be  reviewed  and  management  replaced  if  necessary  to  improve gross profit
performance  to  acceptable  levels.  In  most  cases,  Charys intends to retain
selling  owners  of  acquired companies as senior management, who will receive a
large  majority  of  the  purchase  consideration by achieving specific revenue,
gross  profit  and  net  income targets. Charys will seek reductions in employee
costs  by consolidating payroll, benefits, and employee insurance management for
its  subsidiaries under PRG, its PEO subsidiary. Business insurance and contract
performance  bonding,  which  represent  significant  expense  to  individual
subsidiaries,  will  be  centrally  managed  at  the  corporate level to achieve
greater  cost  efficiencies.

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


                                      F-11
<PAGE>
4.  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

5.  COSTS AND ESTIMATED EARNINGS ON CONTRACTS/CONTRACT BACKLOG

Costs  and  estimated  earnings  on  all contracts and backlog information as of
April  30,  2006  and  2005,  and  for  the  years  then  ended, are as follows:

<TABLE>
<CAPTION>
                                                                            2006           2005
----------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>
Costs incurred on uncompleted contracts                                 $ 72,059,721   $ 42,697,555
Estimated earnings                                                         1,947,783      6,717,159
Less allowance for uncompleted contract losses                            (1,433,854)      (350,000)
----------------------------------------------------------------------------------------------------
Net contract revenues recognized to date on uncompleted  contracts        72,573,650     49,064,714
Less billings to date                                                    (71,682,212)   (46,468,403)
----------------------------------------------------------------------------------------------------
Net revenues recognized over billings                                   $    891,438   $  2,596,311
====================================================================================================

----------------------------------------------------------------------------------------------------
Included in the accompanying 2006 and 2005 consolidated balance sheets
  under the following captions:
    Costs and estimated earnings in excess of billings on
      uncompleted contracts, net of allowance                           $  1,677,591   $  2,990,989
    Billings in excess of costs and estimated earnings on
      uncompleted contracts                                                 (786,153)      (394,678)
----------------------------------------------------------------------------------------------------
Excess of costs and estimated earnings over billings                    $    891,438   $  2,596,311
====================================================================================================

----------------------------------------------------------------------------------------------------
Total amended contracts value                                           $ 80,426,637   $ 54,104,022
Revenue recognized to date, net of contract loss allowance               (72,573,650)   (49,064,714)
----------------------------------------------------------------------------------------------------
Unearned contracts value - backlog                                      $  7,852,987   $  5,039,308
====================================================================================================
</TABLE>

6.  ACQUISITIONS

Personnel  Resources  of  Georgia,  Inc.
Effective  July 1, 2004, the Company acquired all outstanding shares of PRG from
Billy  V.  Ray,  Jr.,  the  controlling stockholder and CEO of Charys. Under the
terms of the Stock Purchase Agreement between Charys and Mr. Ray, the minimum to
be  paid  is  $250,000, with additional consideration contingent upon five times
the total earnings before interest, taxes, and depreciation of PRG over a period
ending  12  months after the July 30, 2004 closing date of the acquisition, to a
maximum  of $1,250,000. The stock purchase was financed by a note to Mr. Ray for
$250,000,  with  6%  interest  payable monthly and commencing one year after the
closing  date.  The  note  and  additional consideration, if any, is payable two
years  after  the  closing  date, and may be paid in cash or the common stock of
Charys  at  the  option  of  the  Company.  The  total consideration to be paid,
including  the  $250,000  minimum,  is  subject  to reduction depending upon the
ultimate  outcome  of  certain pre-acquisition contingent liabilities of PRG, as
disclosed in more detail in Note 9. Given the historic and projected performance
of  PRG and management's assessment of the likelihood the contingent liabilities
will  be realized, management believes it is remote that the total consideration
to  be paid will exceed $250,000. Unpaid principal and interest remaining on the
acquisition  note  was  $123,750  at  April  30,  2006.

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


                                      F-12
<PAGE>
CCI  Telecom,  Inc.

Effective  March  4,  2005,  the  Company,  through  a  wholly-owned subsidiary,
acquired  all  of  the  outstanding common stock of CCI Telecom, Inc. As initial
consideration,  the  CCI shareholders received cash and 795,342 shares of Charys
common  stock,  valued  at  $0.45  per share, which was the closing price on the
acquisition  date.  In  connection  with  this  acquisition,  Charys also issued
302,100  common  stock to consultants required under an agreement dated February
27,  2004.

Under  the  terms  of  the  purchase agreement, the CCI shareholders may also be
entitled  to  additional  earn-out  consideration in cash or Charys common stock
over  a  two-year  period following the acquisition, based on the performance of
CCI.  Under  the  purchase agreement formula, the maximum amount of the earn-out
liability  could  be  $5.4  million.  The  purchase  agreement also provided for
potential  additional  consideration to be paid, either in cash or Charys common
stock,  based on both the future stock performance of Charys and future earnings
performance  of  CCI  (see  Note  9  -  Other Contingencies). Under the purchase
agreement  formula,  the  maximum  amount of this additional consideration could
have  been  $2.9  million.  As of May 11, 2006, the conditions for the potential
additional  stock-based  consideration  were  satisfied  and  this  contingent
obligation  was  canceled.  Additional consideration resulting in future periods
from  the  earn-out  provision, if any, will be recorded to goodwill at the time
this  contingency  is  resolved,  and is not reflected in the Company's purchase
accounting  for  this  acquisition.

The  Company determined the total cost of the acquisition at $715,060, with $3.2
million in net liabilities assumed, resulting in an excess of consideration over
value received of $3.9 million. The Company engaged an independent consultant to
assess  the excess consideration for potential amortizable intangible assets and
to  determine  a  value  for  such assets that may be identified. The intangible
asset  identified  as  having value was the acquired contract backlog, which was
valued  at  $172,000.  Accordingly,  this  value  was  recorded  in the purchase
accounting  as an amortizable intangible asset, with the remainder of the excess
consideration  of  $3.7 million recorded as goodwill as of the acquisition date.
The  contract  backlog  intangible  asset  is  being  amortized  at a rate which
approximates  the  completion  rate of the underlying acquired contracts. Due to
the short term nature of the acquired contracts, this intangible asset was fully
amortized  during  fiscal  year  2006.

Method IQ, Inc.
Effective  November  1,  2005,  Charys  acquired all outstanding common stock of
Method  IQ,  Inc.  MIQ  shareholders received at closing a 5% secured promissory
note  for  $5,250,000  and 525,000 shares of Charys common stock ("Initial Stock
Tranche"),  valued  at  $0.94  per  share, The stock consideration also included
397,750  shares  of  Charys  common stock ("Second Stock Tranche"), due 180 days
after the effective date, with a make whole value of $4.00 per share on the last
trading  day  before  such  issuance,  and 397,750 shares of Charys common stock
("Second  Stock  Tranche"),  due  365  days after the effective date with a make
whole  value  of $4.00 per share on the last trading day before such issuance. A
make  whole  provision  exists  for  the  Initial Stock Tranche of $4.50 average
market  price  for at lease three consecutive Trading days prior to or including
the  date which is six months from the Effective date.  The make whole provision
requires,  at Charys' option, that additional stock be issued in accordance with
the  agreement  or  additional  cash on the date of the Third Stock Tranche. The
purchase  agreement  also  provides for potential additional consideration to be
paid,  either  in  cash  or  Charys common stock, based on both the future stock
performance of Charys and future earnings performance of Method IQ (see Note 9 -
Other  Contingencies).  As  of  May  11,  2006, the conditions for the potential
additional  stock-based  consideration  were  satisfied  and  this  contingent
obligation  was  canceled.

The  Company  determined  the total cost of the acquisition at $5.6 million with
$1.2 million in net liabilities assumed, resulting in an excess of consideration
over  value  received  of  $6.8  million.  The  Company  engaged  an independent
consultant  to  assess  the  excess  consideration  for  potential  amortizable
intangible  assets  and  to  determine  a  value  for  such  assets  that may be
identified.  The  intangible  asset  identified as having value was the acquired
customer  relationships,  which  was  valued  at $4.7 million. Accordingly, this
value  was  recorded  in  the  purchase  accounting as an amortizable intangible
asset,  with  the remainder of the excess consideration of $2.1 million recorded
as  goodwill  as  of the acquisition date. The customer relationships intangible
asset  is being amortized at a rate which approximates the remaining life of the
underlying  relationships,  determined  by  the  valuation  to  be eleven years.

Viasys  Network Services, Inc. and Viasys Services, Inc. (collectively "Viasys")
Effective November 1, 2005, the Company acquired all outstanding common stock of
Viasys  Network  Services,  Inc  and  Viasys  Services,  Inc.  As  initial
consideration,  the  Viasys  shareholders  received  cash and an 8% subordinated
secured  promissory  note  for  $3,500,000.  Under  the  purchase agreement, the
Company  placed  common  stock  with  a


                                      F-13
<PAGE>
market  value  of  $500,000 on the closing date in escrow pursuant to the Escrow
Agreement  which,  among  other  matters, provides for the release of the Charys
shares  upon  payment  of the final installment of principal and interest on the
promissory  note.  The final installment on the note is due fifteen months after
the  closing  date.  In  connection  with  this  acquisition, Charys also issued
4,879,967  common  shares  to  consultants  required  under  an  agreement dated
November  17,  2005.

The  Company determined the total cost of the acquisition at $11.4 million, with
$1.6  million  in  net  liabilities  acquired,  resulting  in  an  excess  of
consideration  over  value  received  of  $13.0  million. The Company engaged an
independent  consultant  to  assess  the  excess  consideration  for  potential
amortizable  intangible assets and to determine a value for such assets that may
be  identified. The intangible asset identified as having value was the acquired
customer  relationships,  which  was  valued  at $2.1 million. Accordingly, this
value  was  recorded  in  the  purchase  accounting as an amortizable intangible
asset,  with the remainder of the excess consideration of $10.9 million recorded
as  goodwill  as  of  the acquisition date. The customer relationship intangible
asset  is being amortized at a rate which approximates the remaining life of the
underlying  relationships,  determined  by  the  valuation  to  be  seven years.

Aeon Technologies, Ltd.
Effective  April  9, 2006, a wholly-owned subsidiary of CCI acquired 100% of the
net  assets  of  Aeon.  The  Aeon  partners  received at closing a $226,000 note
payable  30  days  after closing, an 8% subordinated secured promissory note for
$472,927,  and  227,516 shares of Charys common stock valued at $4.00 per share.
The  secured  promissory  note  is  due  in  three  payments  of $157,642 on the
anniversary  of  the  closing  date.

The  Company  determined  the total cost of the acquisition at $1.6 million with
$593,253  in  net  assets acquired, resulting in an excess of consideration over
value  received  of  $1.0  million. Based on an internal assessment, the Company
determined  than  none  of  this  excess  value  was attributable to amortizable
intangible  assets,  and  recorded  the  $1.0  million  to  goodwill.

LFC, Inc.
Effective April 30, 2006, LFC Acquisition Company, Inc, an indirect wholly owned
subsidiary  of  Charys Holding Company, Inc merged with LFC, Inc. All LFC common
stock and other equity security was cancelled and retired. The consideration LFC
shareholders  received  was  cash  of  $2.0 million and 562,840 shares of Charys
common  stock,  valued  at  $2.64  per share, which was the closing price on the
acquisition date. In connection with this acquisition, Charys also recorded $2.0
million  in  accrued  acquisition  costs  for  250,000 unissued common shares to
consultants  required  under  an  agreement  dated  April  24,  2006.

The  Company  determined  the total cost of the acquisition at $5.7 million with
$3.4  million  in  net  assets acquired, resulting in an excess of consideration
over  value  received  of  $2.3  million.  The  Company  engaged  an independent
consultant  to  assess  the  excess  consideration  for  potential  amortizable
intangible  assets  and  to  determine  a  value  for  such  assets  that may be
identified.  The  intangible  asset  identified as having value was the acquired
customer  relationships,  which  was valued at $307,000. Accordingly, this value
was recorded in the purchase accounting as an amortizable intangible asset, with
the  remainder  of the excess consideration of $2.0 million recorded as goodwill
as of the acquisition date. The customer relationships intangible asset is being
amortized  at  a  rate which approximates the remaining life of the underlying ,
determined  by  the  valuation  to  be  twenty  two  years.

Summary  of  Assets  Acquired/Liabilities  Assumed
The  following summary presents the estimated fair values of the assets acquired
and  liabilities  assumed  of the acquired companies as of the effective date of
acquisitions:


                                      F-14
<PAGE>
<TABLE>
<CAPTION>
                                                        CCI         Viasys     Method, IQ      LFC       AEON
----------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>          <C>          <C>        <C>
Current assets                                     $  6,119,857    7,096,418    2,554,790   1,544,295    897,794
Property and equipment                                  715,108    5,999,792      615,460   4,028,213    191,034
Other non-current assets                                146,847      102,684       32,732       7,130          -
----------------------------------------------------------------------------------------------------------------
  Total assets acquired                               6,981,812   13,198,894    3,202,982   5,579,638  1,088,828
----------------------------------------------------------------------------------------------------------------
Current liabilities (other than debt obligations)     4,246,438    9,470,353    3,262,261     935,446    238,431
Debt obligations - Current portion                    6,258,939    4,361,330      978,484     211,048    121,177
Debt obligations - non-current portion                        -    1,012,893      147,062   1,010,811    135,917
----------------------------------------------------------------------------------------------------------------
  Total liabilities assumed                          10,505,377   14,844,576    4,387,807   2,157,305    495,525
----------------------------------------------------------------------------------------------------------------
Net assets acquired (liabilities assumed)          $ (3,523,565)  (1,645,682)  (1,184,825)  3,422,333    593,303
================================================================================================================
Total purchase price                                    715,060   11,386,935    5,643,998   5,701,136  1,614,242
  Excess of purchase price over net assets
    acquired (Liabilities assumed)                    4,238,625   13,032,617    6,828,823   2,249,913  1,020,939
  Less: Excess purchase price allocated to
    amortizable intangible assets                       172,000    2,090,000    4,740,000     307,000          -
----------------------------------------------------------------------------------------------------------------
Goodwill                                           $  4,066,625   10,942,617    2,088,823   1,942,913  1,020,939
================================================================================================================
</TABLE>

Pro Forma Information
Unaudited  pro  forma  information  for the Company is presented below as if all
acquisitions had taken place as of May 1 for each of the fiscal years presented.
As  previously  noted, the acquisition of PRG was accounted for as a transfer of
assets,  and thus results of its operations for the years presented are included
in the accompanying audited consolidated statements of operations and not as pro
forma  information. This pro forma information does not purport to be indicative
of the results of operations which would have resulted had the acquisitions been
consummated  at  the  dates assumed. Amounts are stated in thousands, except for
the  per  share  data.

<TABLE>
<CAPTION>
                                      Years Ended April 30,
                                      2006           2005
--------------------------------------------------------------
<S>                               <C>           <C>
                                   (Unaudited)     (Unaudited)
Revenues                          $    84,983   $      79,901
Net loss                          $    (3,584)  $      (6,588)
Basic and diluted per share loss  $     (0.22)  $       (0.63)
--------------------------------------------------------------
</TABLE>

7.  GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill  represents  the  excess  purchase price over the fair value of the net
tangible and other intangible assets acquired.  In accordance with SFAS 142, the
Goodwill  and  indefinite-lived  balances  are  not  amortized,  but instead are
subject  to  an  annual  assessment of impairment by applying a fair-value based
test.  Other  intangible  assets  are  amortized  over  their  useful  lives, as
applicable.  The  changes  in  the  carrying  value  of goodwill are as follows:

<TABLE>
<CAPTION>
<S>                                                <C>
---------------------------------------------------------------
Balance, April 30, 2004                            $          -
---------------------------------------------------------------
  Goodwill acquired through CCI acquisition           3,974,834
---------------------------------------------------------------
Balance, April 30, 2005                               3,974,834
---------------------------------------------------------------
  Goodwill acquired through VSI acquisition          10,942,617
  Goodwill acquired through CCI acquisition              91,791
  Goodwill acquired through Method IQ acquisition     2,088,823
  Goodwill acquired through LFC merger                1,942,913
  Goodwill acquired through AEON acquisition          1,020,939
---------------------------------------------------------------
Balance, April 30, 2006                            $ 20,061,917
---------------------------------------------------------------
</TABLE>

Amortizable  intangible  assets  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                                              Years Ended April 30, 2005
                                                     ------------------------------------------------
                                       Useful lives  Gross Carrying Value   Accumulated Amortization
                                       ------------  ---------------------  -------------------------
<S>                                    <C>           <C>                    <C>
DEFINITE LIFE INTANGIBLE ASSETS
  Contract backlog                           1 year  $             172,000  $                  43,000
-----------------------------------------------------------------------------------------------------
TOTAL DEFINITE LIFE INTANGIBLE ASSETS                $             172,000  $                  43,000
-----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                Years Ended April 30, 2006
                                                      ------------------------------------------------
                                       Useful lives   Gross Carrying Value   Accumulated Amortization
                                       -------------  ---------------------  -------------------------
<S>                                    <C>            <C>                    <C>
DEFINITE LIFE INTANGIBLE ASSETS
  Customer relationships               6 to 22 years  $           7,137,000  $                 364,741
  Contract backlog                            1 year                172,000                    172,000
------------------------------------------------------------------------------------------------------
TOTAL DEFINITE LIFE INTANGIBLE ASSETS                 $           7,309,000  $                 536,741
------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-15
<PAGE>
Aggregate  amortization  of  intangible assets was $493,740 and $43,000, for the
years  ended  April  30,  2006  and  2005,  respectively. Estimated amortization
expense  is  as  follows:

<TABLE>
<CAPTION>
<S>                          <C>
-------------------------------------
Years ending April 30,
        2007                 $780,817
        2008                  780,817
        2009                  780,817
        2010                  780,817
        2011                  780,817
-------------------------------------
</TABLE>

8.  DEBT

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

<TABLE>
<CAPTION>
                                                                                              2006         2005
------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>          <C>
Unrelated parties:
  Prime plus 5.5% - 6%, Asset backed Notes, due on demand                                  $ 1,920,511  $4,550,000
  Libor plus 6%, Asset backed Notes, due on demand                                           2,105,840           -
  8% Note, due through February 2007, secured by Charys Stock                                3,469,952           -
  8% - 20% Individual Investor Notes, due through February 2007, secured by real property    1,426,241      89,000
  12 % Convertible Debenture, due December 2006, secured by Charys Stock                     1,000,000           -
  12% Mortgage Loan, due March 2007, secured by real property                                  800,000           -
  12% Bank Note, due August 2006, unsecured                                                    300,000           -
  Other                                                                                              -     165,000
------------------------------------------------------------------------------------------------------------------
      Total short-term borrowings - unrelated parties                                      $11,022,544  $4,804,000
==================================================================================================================
Related parties:
  5% Notes, due through September 2006, secured by MIQ Stock                               $ 5,000,000  $        -
  5% Notes, due through September 2006                                                       2,148,850           -
  Other                                                                                        147,321     308,512
------------------------------------------------------------------------------------------------------------------
      Total short-term borrowings - related parties                                        $ 7,296,171  $  308,512
==================================================================================================================
</TABLE>

The  convertible  debenture  is  convertible  into shares of common stock at the
option  of  the  holder.

The  related party notes of $5,000,000 is due to Rock Creek Equity Holdings, LLC
and  the $2,148,850 is due to L.Ford Clark, Melysa and J. Clark and resulted due
to  the  acquisition of MIQ and the merger with LFC, Inc respectively.  Refer to
the  acquisitions  footnote  for further information regarding the transactions.

Long-Term  Debt.
Borrowings  with  stated  maturities  of greater than one year are as follows at
April  30,  2006  and  2005:

<TABLE>
<CAPTION>
                                                                        2006        2005
-------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>
Unrelated parties:
  8 % Convertible Debenture, due November 2008,
    secured by contract rights and assets                           $ 3,400,000   $      -
  Loans under asset backed security agreements,
    interest of 4.95% - 36 %, due through February 2011               2,160,973     32,356
  Construction Notes, interest rate based on prime plus 0.5% - 2%,
    due through April 2012, secured by equipment                      1,221,859          -
  Capital leases on equipment with finance companies
    due through January 2009                                            175,510     15,409
-------------------------------------------------------------------------------------------
    Total long-term debt - unrelated parties                          6,958,342     47,765
Less current portion                                                 (1,287,823)   (33,945)
-------------------------------------------------------------------------------------------
    Non-current debt - unrelated parties                            $ 5,670,519   $ 13,820
===========================================================================================
Related parties:
  6%-8%  Notes, due through April 2009                              $   822,677   $260,938
Less current portion of related parties note                           (507,392)         -
-------------------------------------------------------------------------------------------
Non-current debt - related parties                                  $   315,285   $260,938
===========================================================================================
</TABLE>

Aggregate maturities required on all long-term debt at April 30, 2006 are as
follows:


                                      F-16
<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>
---------------------------------------
Years ending April 30,
        2007                 $1,795,215
        2008                  1,052,853
        2009                  4,095,354
        2010                    391,800
        2011                    282,450
     Thereafter                 163,346
---------------------------------------
                             $7,781,018
=======================================
</TABLE>

The  convertible  debenture  is  convertible  at  the option of the holder until
payment  in  full  of the principal and accrued interest, all or any part of the
principal  amount  of  the  debenture,  plus  redemption premium and accrued and
unpaid  interest,  into  common  shares  of  the  company  stock.

The related party notes are with various officers or related parties of officers
of  the  company  or  its  subsidiaries,  that  arose  due  to the acquisitions.

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

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

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

     -    Effective  April  25,  2005,  Charys  entered  into  an agreement (the
          "Agreement")  with  Frost  Bank  relating  to  the retirement of these
          credit  facilities. Pursuant to the terms of the Agreement, Frost Bank
          unconditionally canceled the outstanding obligation due under the term
          loan,  the  balance at that time of which was $1.67 million. The terms
          under  which  Charys  satisfied CCI's obligation to Frost Bank for the
          term  loan  were  as  follows:

     -    Charys  issued  Frost  Bank  400,000  shares of the Company's Series B
          preferred  stock  (see  Note 11). Each share of the preferred stock is
          convertible  into  one  share  of Charys' common stock. The shares are
          non-voting  and  are  not under any mandatory redemption requirements.

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

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

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


                                      F-17
<PAGE>
To  complete  the  restructuring  of CCI's debt, the Agreement also provided for
Frost  Bank  to release of all debt security interests and liens relating to the
credit  line  in  consideration  for  it  receiving  the  following  during  the
Forbearance  Period:

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

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

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

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

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

9.  COMMITMENTS  AND  CONTINGENCIES

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

Operating  Leases
The Company and its subsidiaries lease office space, equipment, automobiles, and
office  equipment  under  long-term, non-cancelable operating leases expiring in
various  years  through  2015.  Total  rent expense for all leases for the years
ended April 30, 2006 and 2005 was $ 1,086,976 and $293,080. Future minimum lease
payments under non-cancelable operating leases at April 30, 2006 are as follows:

<TABLE>
<CAPTION>
<S>                          <C>
---------------------------------------
Years ending April 30,
        2007                 $1,242,575
        2008                    734,994
        2009                    537,865
        2010                    373,024
        2011                    355,998
     Thereafter               1,044,342
---------------------------------------
                             $4,288,799
=======================================
</TABLE>

Litigation  and  Claims

Dissenting  Former  CCI  Shareholders
On  April  18,  2005,  as a result of the March 4, 2005 merger with CCI Telecom,
three  former  stockholders  of  CCI  notified CCI of their intentions to pursue
their  rights  as  provided  for  under  Nevada  law  demanding cash payment for


                                      F-18
<PAGE>
their  shares.  The  aggregate  demand  for  cash  payment  by  the three former
stockholders  is  less  than  $250,000.  The  Company  believes  the  former
stockholders  claims are without merit and intends to defend against this claim.
The ultimate disposition and estimated loss exposure is not determinable at this
time.

Lumbermen's Mutual Casualty Company
In November 2005, Charys closed upon a contract with certain parties ("Sellers")
to  acquire  the  outstanding  stock  of Viasys Network Services Inc. and Viasys
Services Inc. (collectively "Viasys") as discussed in detail in a Current Report
on  Form  8-K  as  filed  with  the  Securities  and  Exchange  Commission  (the
"Acquisition  Agreement").  At  the  time  of closing this transaction, numerous
lawsuits were pending against Viasys. The Acquisition Agreement requires Sellers
to  indemnify Charys for all losses that exceed an aggregate of $1 million which
may  be  incurred  in connection with one particular lawsuit that was pending at
the  time  of  the  closing  of  the  Acquisition  Agreement, Lumbermen's Mutual
Casualty Company ("Plaintiff") v. Able Telecommunications & Power, Inc. ("ATP"),
Transportation  Safety  Contractors,  Inc.  ("TSC") and Georgia Electric Company
("GEC")  filed  in  September 2003 in the United States District Court, Northern
District  of  Georgia,  Atlanta  Division.  ATP, GEC and TSC are predecessors of
Viasys  and are hereinafter referred to as Defendants. In the lawsuit, Plaintiff
seeks  to recover approximately $4.5 million under a General Indemnity Agreement
executed on March 6, 2000 between Plaintiff and Able Telecom Holding Corporation
("Able"),  the former parent of Defendants.  Plaintiff issued bonds on behalf of
a subsidiary of Able, from the period of approximately April 2000 through August
2001.  Plaintiff  allegedly  incurred  various  losses  due to the subsidiaries'
failure  and  inability  to pay its subcontractors and suppliers on various jobs
across  the  country  and  made  various  payments  to  bond  claimants.

Subsequent  to  fiscal  year  2006,  in  May  2006  the  parties  entered into a
settlement  agreement  which  provided  for  a  payment  of $200,000 cash to the
Plaintiff  and  the  issuance  of  400,000  shares  of  Charys common stock with
registration  rights,  and  with  the  obligation  to  issue up to an additional
100,000  shares  of  common  stock if the market price of the stock is less than
$4.83  per  share  as  of the close of business on the date of the first day the
shares  can  be  publicly  sold  without  restriction.

Litigation  By  Former  Officers
The  Company  is  in  protracted  litigation  with  two  of its former officers,
Benjamin  Holcomb and Edward Acosta, resulting from Charys' termination of their
employment  contracts  in  July 2005. The former officers are seeking a combined
$580,000  in  damages  for breach of their employment contracts and compensation
due by Charys. Management believes these claims are without merit and intends to
defend  against  them  vigorously.  As  the  litigation  is in its early stages,
estimated loss exposure, if any, is not determinable at this time and no effects
of  this  contingency  are  included  in  the accompanying financial statements.

As  more  fully  described  in  the Company's 2006 Annual Report on Form 10-KSB,
these  former  officers  have  filed a series of other lawsuits alleging various
improper  actions and financial reporting by Company management. The suits claim
unspecified monetary damages. The Company believes these claims are also without
merit and has not recorded any loss contingency in the accompanying consolidated
financial  statements.

Other  Contingencies

IRS  Penalty  Assessment
The  tax penalty contingency of PRG referred to in Note 6 relates to IRS penalty
assessments  associated  with  the  timing and method used by PRG to pay payroll
taxes,  primarily relating to fiscal year 2004 before its acquisition by Charys.
PRG  had been notified of penalty assessments of approximately $375,000 relating
to  an  erroneous  method  PRG had used to pay the taxes, which were included in
accrued  expenses  in  the  accompanying  2005  consolidated


                                      F-19
<PAGE>
balance  sheet.  The  Company  believed  the  amount  of  this  assessment to be
egregious  in  light  of  the  circumstances that caused it. The IRS abated this
penalty  in  its  entirety  during  fiscal  year  2006.

Contingent  Acquisition  Liabilities
The  terms of the purchase agreements relating to the acquisition of CCI and LFC
provide for additional ("earn-out") consideration in cash or Charys common stock
to  the selling stockholders of these companies based on the companies achieving
future  financial  performance targets as specified in the agreements. Under the
CCI purchase agreement formula, the maximum amount of this earn-out liability is
$5.4  million  over  fiscal years 2006 and 2007, and no additional consideration
was  earned during 2006. Earn-out liability for LFC is $11.2 million over fiscal
years  2007  -  2009. Under generally-accepted accounting principles, additional
consideration  resulting in future periods from these earn-out contingencies, if
any,  will  be  recorded  to  goodwill  at the time the contingency is resolved.
Accordingly,  the  accompanying consolidated financial statements do not include
any  potential  effects  of  these  contingencies,  which  could  be  material.

Acquisition  "Make-Whole"  Contingencies
The  purchase  agreements  for  the acquisition of CCI, MIQ, and the purchase of
real  estate from CCI Associates contain "make-whole" provisions, whereby Charys
was  committed to issuing additional common shares or paying cash to the sellers
if  the  future  market  price  of the Company's stock failed to achieve certain
levels  defined  in  the  respective purchase agreements. The maximum additional
consideration  which  could  have  been  paid  under  the  make-whole provisions
relating  to  the CCI and MIQ acquisitions was $8.15 million. The maximum effect
of  the  make-whole provision relating to the real estate purchase agreement was
$905,000. The make-whole contingencies for MIQ and CCI had not been recorded, as
they  were  also  subject  to the companies achieving future performance targets
defined  in the purchase agreements. The $905,000 make-whole contingency for CCI
Associates real estate purchase was reflected in equity in the accompanying 2005
consolidated  financial statements, as required by generally accepted accounting
principles.  As  of  May  11,  2006, Charys' common stock price had achieved the
value required under these purchase agreements and was relieved of any potential
obligations  for  these  make-whole  contingencies.

10.  RESERVES  FOR  CONTRACT  LOSSES

As  more  fully  described  in the Company's 2005 Annual Report, the Company had
recorded  a  $500,000  reserve in the purchase accounting for the acquisition of
CCI  to reflect what the Company believed to be the net billable value for costs
and  estimated  earnings  on  uncompleted  contracts  as  of  the  March 4, 2005
acquisition  date.  Subsequent  to the acquisition, CCI has utilized the reserve
for  contract  losses  only on those jobs specifically identified as uncompleted
contracts  at  the date of acquisition. During the period March 4, 2005 to April
30,  2005,  $150,000  of  this  reserve  was  utilized. The remaining reserve of
$350,000  was  utilized  during  the  twelve  months  ended  April 30, 2006 upon
completion  of  the  jobs  related  to  the  reserve.

The  Company  recorded  in  the third quarter a $750,000 reserve in the purchase
accounting for the acquisition of Viasys to reflect what the Company believed to
be  the  net  billable  value  for  costs  and estimated earnings on uncompleted
contracts  as  of  the  November  1,  2005  acquisition  date. Subsequent to the
acquisition,  Viasys  determined  that  the  net  billable  value  for costs and
estimated  earnings  on uncompleted contracts as of November 1, 2005 acquisition
date required and additional reserve of $2,156,000.  The company recorded in the
fourth  quarter  an additional reserve in the purchase accounting of $2,156,000.
During the twelve months ended April 30, 2006, Viasys utilized $1,472,000 of the
reserve  for  contract  losses  only  on  those  jobs specifically identified as
uncompleted  contracts  at  the  date  of  acquisition.

11.  STOCKHOLDERS' EQUITY

Preferred  Stock

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


                                      F-20
<PAGE>
Series B. On April 25, 2005, Charys issued Frost Bank 400,000 shares of Series B
preferred  stock  (see  Note  8  -  CCI  Debt  Restructuring).  The  shares  are
non-voting,  and  each  share  is  convertible  into one share of Charys' common
stock.  The  shares  are  not  under  any  mandatory  redemption  requirements.

Series  C. On July 29, 2005, Charys issued Frost Bank 500,000 shares of Series C
preferred  stock in as partial consideration for the retirement of CCI debt (see
Note  8 - CCI Debt Restructuring). The shares were valued at the $0.22 per share
market price of the Company's common stock as of that date, for a total value of
$110,000.  The  shares  are  non-voting,  and each share is convertible into one
share of Charys' common stock. The shares are not under any mandatory redemption
requirements.

Common  Shares  Issued  under  Consulting  and  Purchase  Agreements
Charys  signed  a  Consulting  Agreement  on  February  27,  2004,  with  seven
individuals. These consulting agreements grant up to 4,300,000 shares of Charys'
common  stock  to  the  consultants  in  full consideration for general business
consulting  services  to be provided, including business planning, acquisitions,
and  capital  development. Shares to be issued under these agreements are to be:

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

A  liability  of  $1.3  million  had  been  accrued as of April 30, 2004 for the
initial 966,664 shares of common stock initially issuable under these agreements
at  a  market  value  of  $1.30 per share. During the year ended April 30, 2005,
these  shares  were  issued  and  the  recorded  liability  was relieved. Of the
remaining 3,333,336 shares of common stock available under Consulting Agreement,
during  the  year  ended  April  30,  2006  a  total  of 1,871,327 shares became
issuable.  At  April  30,  2006,  the  Company  has a recorded liability of $2.5
million  for  these  issuable  shares  included  in  accrued  expenses  in  the
accompanying  2006 consolidated balance sheet, which represents the market price
of  the  stock  at  the  various  times  these shares were earned. No contingent
liability  has  been recorded for the remaining shares available for issue under
the  Consulting  Agreement.

As  presented  in  the  accompanying  2006  consolidated statement of changes in
shareholders'  equity,  a  total of 5,862,857 shares common stock were issued in
accordance  with various agreements for consultant services, and for acquisition
transactions  described  elsewhere  in  these  notes.  The  Company assigned the
current  market price to these shares as of the time at which the parties became
entitled  to the shares, as management believes this provides the best indicator
of  value  received.

Stock-Based  Compensation
The  Company  has  two incentive stock option plans under which, in combination,
provide  for compensatory grants of common stock options to employees, directors
and  independent  consultants  and  an option agreement with the Chief Executive
Officer.  The  length  of the option period under each plan is not to exceed ten
years,  and  the  exercise price must be at least 85% of the market price of the
Company's  common  stock at the date of the grant. Options to purchase 7,327,222
are  available  under these plans and CEO agreement. Transactions under the plan
and  agreement  are  summarized  below:


                                      F-21
<PAGE>
<TABLE>
<CAPTION>
                                                               Weighted
                                                               Average
                                                  Shares    Exercise Price
--------------------------------------------------------------------------
<S>                                             <C>         <C>
Outstanding at April 30, 2004                   2,327,222             0.40
Granted                                         2,100,000             0.40
Exercised                                               -                -
Forfeited                                               -                -
--------------------------------------------------------------------------
Outstanding at April 30, 2005                   4,427,222             0.40
Granted                                         1,080,000             1.15
Exercised                                        (230,996)            0.36
Forfeited                                        (794,169)            0.40
--------------------------------------------------------------------------
Outstanding at April 30, 2006                   4,482,057             0.58
==========================================================================
Exercisable at April 30,2004                            -                -
Exercisable at April 30,2005                    4,427,222             0.40
Exercisable at April 30,2006                    4,482,057             0.58
--------------------------------------------------------------------------
Remaining reserved for grant at April 30, 2006  1,820,000
==========================================================================
</TABLE>

Stock  options  granted  to non-employee consultants was -0- and 200,000 in 2006
and  2005  respectively. The fair value and expense recognized for these options
was  $0  and  $15,986  in  2006  and  2005  respectively.

Prior  to  February 1, 2006 the Company accounts for stock-based compensation to
employees  and  directors in accordance with SFAS No. 123, "Accounting for Stock
Based  Compensation",  which  allows  the  continued  use of the intrinsic value
method  provided  under  Accounting Principles Board Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees"  in  lieu  of  a  fair value measurement. The
intrinsic  method  provides  for  the recognition of stock option expense at the
value  in  which the market price exceeds that of the exercise price at the time
the  options are exercisable. Had compensation cost for the plan been determined
on the fair value of the options on the grant date, the Company's net income and
earnings  per  share  would  have  been  as  follows:

<TABLE>
<CAPTION>
                                                                   2006          2005
-----------------------------------------------------------------------------------------
<S>                                                            <C>           <C>
Net loss, as reported                                          $(1,429,165)  $  (798,598)
  Deduct: Total stock-based employee compensation expense
    determined under fair value -based method for all awards,
    net of related tax effects                                    (100,000)     (465,500)
-----------------------------------------------------------------------------------------
Pro forma net loss                                             $(1,529,165)  $(1,264,098)
-----------------------------------------------------------------------------------------
Loss per share:
-----------------------------------------------------------------------------------------
  Basic and diluted - as reported                              $     (0.13)  $     (0.15)
  Basic and diluted - pro forma                                $     (0.14)  $     (0.23)
-----------------------------------------------------------------------------------------
</TABLE>

Effective  February  1,  2006,  the  company  adopted  SFAS  123R  on a modified
prospective  basis. Under this method, the Company records compensation cost, on
a  prospective  basis,  for  the  portion  of  outstanding  awards for which the
requisite  service  has  not yet been rendered as of February 1, 2006 based upon
the  grant-date  fair  value  of  those  awards.  Total stock-based compensation
expense  for stock option grants recognized during the year ended April 30, 2006
was  $0.

There  were no options granted during  the three months ended April 30, 2006. In
calculating  the  impact for options granted prior to the effective date of SFAS
123  R,  the  fair  market  value  of  the options at the date of  the grant was
estimated  using  a  Black-Scholes option pricing model. Assumptions utilized in
the model are evaluated and revised, as necessary, to reflect, market conditions
and  experience. Expected volatility has been calculated based on the historical
volatility  of  the  company's stock prior to the grant date.  The expected term
represents  the  option  exercise  period  of  ten  years. The risk-free rate is
equivalent  to  the  U.S  Treasury  yield in effect at the time of grant for the
estimated  life  of  the  option  grant.

Variables  used  under  this  model  were  as  follows:


                                      F-22
<PAGE>
<TABLE>
<CAPTION>
                              2006        2005
-----------------------------------------------
<S>                           <C>         <C>
Expected dividends             -0-         -0-
Risk-free interest rate       4.43%       4.09%
Volatility                      45%         29%
-----------------------------------------------
</TABLE>

Common  Stock  Warrants
During  the  year  ended  April  30,  2006, the Company issued warrants totaling
3,390,469  shares  of common stock to various financing institutions and private
parties  in  connection  with  financing and acquisition activities. The Company
used  the  Black-Scholes  options  pricing model for measuring the fair value of
these warrants, resulting in a total recorded value of $1.7 million as reflected
in  the  accompanying  2006  consolidated  statement of changes in shareholders'
equity.  A summary of these warrants and valuation variables used is as follows:

<TABLE>
<CAPTION>
<S>                           <C>
-------------------------------------------
Expiration years                 2008-2013
Expected dividends                     -0-
Risk-free interest rate       4.09% - 4.81%
Volatility                        29% - 49%
-------------------------------------------
</TABLE>

Earnings  Per  Share
The  computation  of  basic and diluted earnings per share is as follows for the
years  ended  April  30,  2006  and  2005.

<TABLE>
<CAPTION>
                                                                       2006          2005
---------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
NUMERATOR:
---------------------------------------------------------------------------------------------
  Net loss                                                         $ (1,429,165)  $ (798,598)
---------------------------------------------------------------------------------------------

DENOMINATOR:
---------------------------------------------------------------------------------------------
  Weighted average shares outstanding - basic                        11,034,626    5,382,983

  Effect of dilutive securities - common stock options, warrants,
    convertible Series B and C preferred stock                                -            -
---------------------------------------------------------------------------------------------
Weighted average shares outstanding - diluted                        11,034,626    5,382,983
---------------------------------------------------------------------------------------------

NET LOSS PER SHARE OF COMMON STOCK:
---------------------------------------------------------------------------------------------
  Basic and diluted                                                $      (0.13)  $    (0.15)
---------------------------------------------------------------------------------------------
</TABLE>

12.  SEGMENT REPORTING

The  Company's  operations  have  been  classified into three business segments,
telecommunication  infrastructure  services,  Call  Center  Systems and Software
Integration,  and  general  business  support  services.  This segmentation best
describes the business activities of the Company and how management assesses the
Company's  performance.  Information about the nature of these segment services,
geographic  operating  areas  and  customers  is described in Note 1. Summarized
financial  information  by  business  segment  for fiscal years 2006 and 2005 is
presented  below.  All segment revenues were derived from external customers. No
segment  information  for  2005 is depicted for call center systems and software
integration.  As  previously  disclosed,  the  Company had no operations in this
business  segment  until  its  purchase  acquisition of MIQ on November 1, 2005.
Amounts  are  stated  in  thousands.


                                      F-23
<PAGE>
<TABLE>
<CAPTION>
                                                   Years Ended April 30,
                                                ---------------------------
                                                   2006           2005
---------------------------------------------------------------------------
<S>                                             <C>          <C>
Net revenues:
  Telecommunications infrastructure services    $   38,774   $       2,693
  General Business Services                          3,652           4,290
  Call Center Systems and Software Integration       6,147               -
---------------------------------------------------------------------------
                                                $   48,573   $       6,983
===========================================================================
Depreciation and amortization:
  Telecommunications infrastructure services    $    1,345   $         110
  General Business Services                             39              38
  Call Center Systems and Software Integration         318               -
---------------------------------------------------------------------------
                                                $    1,702   $         148
===========================================================================
Income (Loss) from operations:
  Telecommunications infrastructure services    $    1,303   $        (506)
  General Business Services                           (433)           (461)
  Call Center Systems and Software Integration         382               -
---------------------------------------------------------------------------
                                                $    1,252   $        (967)
===========================================================================
Interest expense:
  Telecommunications infrastructure services    $      913   $         136
  General Business Services                             21              20
  Call Center Systems and Software Integration         152               -
---------------------------------------------------------------------------
                                                $    1,086   $         156
===========================================================================
Segment assets:
  Telecommunications infrastructure services    $   44,613   $      11,802
  General Business Services                            329             385
  Call Center Systems and Software Integration       9,815               -
---------------------------------------------------------------------------
                                                $   54,757   $      12,187
===========================================================================
Goodwill:
  Telecommunications infrastructure services    $   17,973   $       3,975
  General Business Services                              -             385
  Call Center Systems and Software Integration       2,089               -
---------------------------------------------------------------------------
                                                $   20,062   $       4,360
===========================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                        Years Ended April 30,
                                                    ---------------------------
                                                       2006           2005
-------------------------------------------------------------------------------
<S>                                                 <C>          <C>
Net revenues:
  Total for reportable segments                     $   48,573   $       6,983
  Corporate                                                  -             500
-------------------------------------------------------------------------------
  Total consolidated net revenues                   $   48,573   $       7,483
===============================================================================
Depreciation and amortization:
  Total for reportable segments                     $    1,702   $         148
  Corporate                                                  1               -
-------------------------------------------------------------------------------
  Total consolidated depreciation and amortization  $    1,703   $         148
===============================================================================
Loss from operations:
  Total for reportable segments                     $    1,252   $        (967)
  Corporate                                             (2,413)         (1,117)
-------------------------------------------------------------------------------
  Total consolidated loss from operations           $   (1,161)  $      (2,084)
===============================================================================
Interest expense:
  Total for reportable segments                     $    1,086   $         156
  Corporate                                                815              10
-------------------------------------------------------------------------------
  Total consolidated interest expense               $    1,901   $         166
===============================================================================
Segment assets:
  Total for reportable segments                     $   54,757   $      12,187
  Corporate                                              3,945              92
-------------------------------------------------------------------------------
  Total consolidated assets                         $   58,702   $      12,279
===============================================================================
Goodwill:
  Total for reportable segments                     $   20,062   $       3,975
  Corporate                                                  -               -
-------------------------------------------------------------------------------
  Total consolidated goodwill                       $   20,062   $       3,975
===============================================================================
</TABLE>

Corporate  revenues  of  $500,000  realized during the year ended April 30, 2005
relate to non-recurring fees earned in connection with Charys' assignment of its
interests  in  a  Commercial  Real  Estate  and  Sale  Agreement,  and  are  not


                                      F-24
<PAGE>
relevant  to  any  business  segment.  Corporate costs are allocated to business
segments where management has determined the costs represent jointly used assets
or are otherwise relevant to segment operations. Unallocated costs substantially
represent  general  corporate  development  and  acquisition  activities.

13.  INCOME TAXES

The Company files a consolidated federal tax return with its subsidiaries. There
was  no  current  federal  tax provision or benefit recorded for the years ended
April  30,  2006  and  2005.  The  Company has net operating loss carryovers for
income  tax purposes of $13.7million as of April 30, 2006, which expire over the
years  2013through  2021.

Deferred taxes were comprised of deferred tax assets of $6.3and 2.1 million, and
$0deferred  tax  liabilities, as of April 30, 2006 and 2005. Deferred tax assets
were  derived  substantially from the net operating loss carryovers available at
these dates, and were computed at an effective combined federal and state income
tax  rate  of  38%.  Because it is uncertain as to whether the Company will have
taxable  income  in  future periods to realize any deferred tax benefits arising
from  the  loss  carryovers, the Company recorded an allowance that off-sets the
entire  balance  of  the  deferred  tax  assets  as  of April 30, 2006 and 2005.
Accordingly,  no  deferred  tax  effects  are  presented  in  the  accompanying
consolidated  financial  statements.  The deferred tax asset valuation allowance
increased by $4.2 million and $1.4 million during the years ended April 30, 2006
and  2005,  with  $3.7  million  of  the  increase  in  2006 attributable to net
operating  loss  carryovers  acquired  in  the  purchases  of  MIQ  and  Viasys.

The following is a reconciliation from the expected federal statutory income tax
rate  to  the  Company's  actual income  tax  rate  for  the  years  ended
April  30,  2006  and  2005:

<TABLE>
<CAPTION>
                                       2006      2005
                                     ------------------
<S>                                  <C>      <C>
Income tax (benefit) expected        (0.34)%    (0.34)%
Valuation allowance                   0.34 %      0.34%
                                     -------  ---------

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

14.  RELATED PARTY TRANSACTIONS

Transactions  with  related  parties  were  as  follows:

     -    A significant  customer  of  PRG  is  owned  by an officer of PRG, who
          acquired this company in June 2005, prior to the acquisition of PRG by
          Charys.  Net  revenues  (net  of  payroll  costs) attributable to this
          customer  were $95,696 and $681,018 for the years ended April 30, 2006
          and  2005.

     -    PRG provides  support  services  to  a  company  owned by the officers
          of  PRG which had been in existence prior to the acquisition of PRG in
          2005.  Fees  paid  to  PRG  by  this related company were $195,133 and
          $37,461  during  the  years  ended  April  30,  2006  and  2005.

     -    PRG has  a  month-to-month  operating  lease  for  its  office  space
          with a PRG officer-employee, who was an owner of a predecessor company
          of  PRG.  Rent expense under the lease was $14,300 and $26,217 for the
          years  ended  April  30,  2006  and  2005.

     -    An ICS  officer  made  advances  to  ICS  to  fund  operating expenses
          totaling  $33,766  and  $160,539 during the years ended April 30, 2006
          and  2005.  As  disclosed  in  Note  17,  this company was sold to its
          president effective August 1, 2005, resulting in a gain on sale to the
          Company  of  $229,044  during  2006.

     -    Principal  and  interest  payments  totaling  of  $151,300 and $10,938
          were  made  during the years ended April 30, 2006 and 2005 relating to
          the  PRG  acquisition note payable to Charys' Chief Executive Officer.

     -    A short-term  loan  of  $50,000  made  to the Company by a shareholder
          during  the year ended April 30, 2005 was exchanged for 240,000 common
          shares  on  June 6,  2005.


                                      F-25
<PAGE>
     -    The Company  received  $1.1  million  in  cash from a company owned by
          the  president  of Viasys in exchange for a promissory note during the
          year  ended  April  30,  2006.

     -    During  the  year  ended  April  30,  2006, the Company issued a $5.25
          million  promissory  note to a company owned by the officers of MIQ in
          exchange  for  all  outstanding  common stock of MIQ. $250,000 of this
          note  was  paid  by  the  Company  in  2006.

     -    During  the  year  ended  April  30,  2006,  the Company recorded debt
          of  $2.1  million  owed  to the seller and current president of LFC in
          exchange  for all outstanding common stock of LFC. No amounts were due
          or  paid  regarding  this  debt  during  2006.

     -    The Company  recorded  debt  of  $700,000  to  entities  owned  by the
          president  of CCI for the asset purchase of Aeon during the year ended
          April 30, 2006. No amounts were due or paid regarding this debt during
          2006.

     -    The Company  provided  an  advance  of  $72,142  to  Rock Creek, which
          is  owned  by  officers  of  MIQ.

15.  EMPLOYEE BENEFIT PLANS

The  Company's  operating subsidiaries sponsor contributory defined contribution
retirement  plans  which  cover substantially all of their employees over age 21
that  have  completed  one year of service consisting of at least 1,000 hours of
service.  The  plans  are  administered  by  third-party  administrators.  The
sponsoring  subsidiaries  may  elect to make matching contributions based upon a
percentage  of  the  participant's  deferred  salary contributions They may also
elect to make additional contributions, the amount and timing of which is at the
discretion  of  each  sponsor's board of directors. Total amounts contributed to
these  plans  were  $0  and  $6,726 for the years ended April 30, 2006 and 2005.

16.  SUPPLEMENTAL CASH FLOW INFORMATION

Non-Cash  Financing  and  Investing  Activities  -  2005
     -    The acquisition  of  CCI  was  a  non-cash transaction, other than the
          nominal  amount  of  cash  acquired  and  cash  paid,  as shown in the
          accompanying  2005  consolidated statement of cash flows. As disclosed
          in  Note  6,  the  Company acquired $7.3 million in assets and assumed
          $6.3  million  in  current liabilities and debt in exchange for common
          stock  and  a  seller  note.

     -    The Company  purchased  real  estate  property  on April 29, 2005 in a
          non-cash  transaction  in  which  the Company acquired the property in
          exchange  for  common  stock  and assumption of mortgages and purchase
          related  liabilities  totaling  $1.3  million.

     -    On March  18,  2005,  common  stock  valued  at  $1.3  million  was
          exchanged  for a liability due to consultants that had been accrued as
          of April 30, 2004 (see Note 11 - Common Shares Issued under Consulting
          and  Purchase  Agreements).

Non-Cash  Financing  and  Investing  Activities  -  2006
     -    The acquisitions  of  MIQ,  Viasys,  LFC,  and Aeon during fiscal year
          2006  were non-cash transactions other than the nominal amount of cash
          acquired  presented in the 2006 consolidated statements of cash flows.
          As  disclosed in Note 6, the Company acquired a total of $23.1 million
          in assets and assumed $21.9 million in current liabilities and debt in
          exchange  for  common  stock  and  seller  notes.

     -    A total  of  $310,224  in  costs  related  to a new asset-based credit
          facility  for  CCI was capitalized, which included accrued expenses of
          $182,490  and  a  common  stock  warrant  valued  at $45,027. The cash
          portion  of  this  transaction  was  $82,707,  and  is included in the
          accompanying  2006  consolidated  statement  of  cash  flows.

     -    $2.05 million  in  CCI  bank  debt  was  retired  in  exchange  for  a
          $300,000  promissory  note,  preferred  stock  valued at $110,000, and
          $9,367 in accrued expenses relating to the retirement transaction (see
          Note 6 - CCI Debt Restructuring). The cash portion of this transaction
          was  $34,278,  and  is  included  in  the  accompanying


                                      F-26
<PAGE>
          2006  consolidated  statement  of  cash  flows.  In  addition, accrued
          expenses  of  $100,000  were restructured into a short-term promissory
          note  as  a  part  of  this  debt  restructuring.

     -    A  $50,000  short-term  loan  was  exchanged  for  common  stock.

     -    The Company  sold  the  common  stock  of  ICS,  issuing 40,000 shares
          of  its common stock valued at $9,200 in exchange for transferring the
          net  liabilities  ICS to the buyer in the amount of $238,044 (see Note
          17).

     -    $600,000  of  short-term  convertible  debt  was converted into common
          stock.

     -    Common  stock  warrants  with  a  total  value  of  $1.7  million were
          granted  in connection with acquisition and financing activities. $1.6
          million  of  these  warrants  were  capitalized  as  financing  costs,
          included  as other non-current assets in the accompanying 2006 balance
          sheet,  and  are  being  amortized  over  the life of the related debt
          instrument.

     -    As disclosed  in  Note  11  (Common  Shares  Issued  under  Consulting
          and Purchase Agreements), the Company was liable to issue $2.5 million
          of  common  stock  at  April  30,  2006  to consultants as a result of
          acquisitions  and  financing  activities in 2006. Of this amount, $1.4
          million  was  included  in the purchase price of the acquisitions, and
          was  recorded  as  accrued  acquisition costs in the accompanying 2006
          consolidated  balance  sheet.  $1.1  million  of  this  liability  was
          recorded  to  accrued  expenses.

     -    As disclosed  in  Note  6  (Acquisitions  -  LFC,  Inc.),  the Company
          was  liable  to issue $2.0 million of common stock to consultants as a
          result  of the LFC acquisition. This non-cash transaction was recorded
          to  accrued  acquisition  costs  in the accompanying 2006 consolidated
          balance  sheet.

Cash  Paid  for  Interest/Income  Taxes
Cash  paid  for interest was $732,832 and $145,198 for the years ended April 30,
2006 and 2005. Cash paid for income taxes was $28,331 and $0 for the years ended
April  30,  2006  and  2005.

17.  DISCONTINUED  OPERATION

Effective August 1, 2005, the Company sold all outstanding common shares of ICS,
a  wholly-owned  development stage subsidiary, to an officer of ICS. The Company
issued  the  buyer  40,000  shares  of Charys' common stock with a fair value of
$9,200  in  exchange  for the buyer assuming net liabilities of ICS of $238,244,
resulting  in  the Company realizing a gain on the sale of $229,044 as reflected
in  the  accompanying  2006  consolidated  statements  of  operations.

18.  SELECTED  QUARTERLY  CONSOLIDATED  FINANCIAL  DATA  (UNAUDITED)

<TABLE>
<CAPTION>
                                            First       Second        Third         Fourth
                                           Quarter      Quarter      Quarter       Quarter
--------------------------------------------------------------------------------------------
<S>                                       <C>         <C>          <C>           <C>
Year Ended April 30, 2006
-------------------------
  Net revenues                            $6,055,196  $5,222,246   $21,769,487   $15,526,483
  Gross profit                            $1,241,172  $1,248,451   $ 4,050,331   $ 3,425,247
  Net earnings (loss)                     $1,200,117  $ (261,041)  $   364,896   $(2,733,137)
  Diluted net earnings (loss) per share   $     0.11  $    (0.03)  $      0.02   $     (0.18)

Year Ended April 30, 2005
-------------------------
  Net revenues                            $1,663,903  $1,286,108   $   975,216   $ 3,557,472
  Gross profit                            $  692,850  $  516,093   $   263,431   $   403,728
  Net earnings (loss)                     $  117,536  $   14,373   $  (821,891)  $  (108,616)
  Diluted net earnings (loss) per share   $     0.02  $     0.00   $     (0.16)  $     (0.02)
</TABLE>

19.  SUBSEQUENT EVENTS

Material events occurring subsequent to April 30, 2006 not otherwise disclosed
in other notes to these financials are as follows:


                                      F-27
<PAGE>
Crochet & Borel Services, Inc. Acquisition
On  June 5, 2006 (effective May 1, 2006), Charys, Crochet & Borel Services, Inc.
("C&B"), and Troy Crochet closed an agreement whereby Mr. Crochet sold to Charys
249  shares  of  C&B,  representing 49.8% of its outstanding capital stock. On a
second  closing date yet to be determined, Mr. Crochet has agreed to sell Charys
the  remaining  251  shares of C&B. In consideration for the sale of 100% of C&B
stock,  Charys  agreed to pay $200 million. As of June 5, 2006, Charys delivered
cash  consideration  of  $1  million,  a  promissory  note of $19 million, and 4
million  common  shares  to  the  Seller. On the second closing date, Charys has
agreed  to deliver additional consideration of $80 million in cash and 3,333,000
common  shares  of  Charys,  subject  to potential adjustments as defined in the
Purchase  Agreement.  The  Purchase  Agreement  provides  for  other  terms  and
provisions, which are more fully disclosed in Charys' 2006 Annual Report on Form
10-KSB.

Steven  Posner,  Sean  Posner  &  Mel  Harris  Financing
On  May  1, 2006, the Company borrowed $1 million from three individuals at 9.5%
interest.  The  loan  principal matures May 1, 2007. As additional consideration
for  the  loan,  the  Company paid these individuals a fee collectively totaling
250,000  shares  of Charys common stock and a warrant to purchase 100,000 shares
of Charys common stock at $5.00 per share with registration rights. The proceeds
of  the loan were used as the non-refundable down payment for the acquisition of
Crochet  &  Borel  Services,  Inc.

Mitchell  Site  Acquisition,  Inc.  Agreement
On June 20, 2006, a wholly-owned subsidiary of Charys, Ayin Holding Company Inc.
("Ayin"),  executed  an agreement for the acquisition of 100% of the outstanding
capital  stock of Mitchell Site Acquisition, Inc. for $27 million. The agreement
is  subject  to  Charys  having  obtained third party financing, on commercially
reasonable  terms,  sufficient  to  pay  the  purchase  price and consummate the
acquisition  transaction.  Specific  terms  and  provisions  for this contingent
acquisition  are  more  fully  disclosed  in  Charys' 2006 Annual Report on Form
10-KSB.

Complete  Tower  Sources  Stock  Purchase  Agreement
On  June  20,  2006,  Ayin entered into a stock purchase agreement with Complete
Tower  Sources  Inc., a Louisiana corporation ("CTSI") and its sole shareholder,
whereby  Ayin  would purchase all of the issued and outstanding capital stock of
CTSI  for  the aggregate purchase price of $71 million, subject to adjustment as
provided in the CTSI Stock Purchase Agreement. The CTSI Stock Purchase Agreement
is  subject  to  Charys  having  obtained third party financing, on commercially
reasonable  terms,  sufficient  to  pay  the  purchase  price and consummate the
acquisition  transaction.  Specific  terms  and  provisions  for this contingent
acquisition  are  more  fully  disclosed  in  Charys' 2006 Annual Report on Form
10-KSB.

Tower  Company  of  Louisiana,  LLC  Agreement
On  June  20,  2006,  Ayin executed a Tower Asset Purchase Agreement ("APA") and
Tower  Asset  Exclusive  Option  Agreement  ("Option  Agreement") with The Tower
Company  of Louisiana, LLC ("TCLA"), and Boihem Investment Company, LLC, as sole
member  of TCLA (the "Seller"). At the closing of the APA, Ayin will purchase 53
of  TCLA's  cell towers and related tower assets for a fixed sum of $325,000 per
tower,  as  defined  in  the  APA.  The  agreements are subject to Charys having
obtained  third party financing, on commercially reasonable terms, sufficient to
pay  the  purchase  price  and  consummate the acquisition transaction. Specific
terms and provisions for this contingent acquisition are more fully disclosed in
Charys'  2006  Annual  Report  on  Form  10-KSB.

Termination  of  the  Highgate  House  Financing
On  May  19,  2006,  Charys and various investors executed a Securities Purchase
Agreement  whereby  the  investors,  for a total consideration of $12.2 million,
purchased  1,300  shares  of Charys' newly created Series D preferred stock.  In
addition,  the  investors  were  issued  warrants  for the purchase of 4,333,333
shares  of Charys' common stock.  Each warrant has an expiration date five years
from  date  of issue and may be exercised at a price of $6.24 per share, subject
to  adjustment.  The  Series D preferred stock accrues "special payments" at the
rate of $416.67 per month per share, accruing beginning on November 6, 2006, and
the first payment due on November 30, 2006. The shares of the Series D preferred
stock  also accrue a quarterly cash dividend on their stated value of $10,000 at
a  rate  of eight percent per annum.  The Series D preferred stock is subject to
mandatory  redemption  for  cash (at the conversion amount plus unpaid dividends
but minus any special payments) on the 30 month anniversary of initial issuance,
and  the  failure  to  redeem  on  such date triggers penalties, including three
percent  monthly  interest.  The Series D preferred stock is subject to optional
redemption  by  the  holders,  at  a  premium,  upon  certain triggering events.
Contemporaneously  with  the  execution  and  delivery  of  the  agreement,  the
investors  were  granted  registration  rights  with  respect to the Registrable
Securities (as defined in a Registration Rights Agreement), under the Securities
Act  of  1933  which  required Charys to file a registration statement within 90
days  of  the  Series D Closing Date and to have it declared effective within 90
days  thereafter.


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