U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM  S-8

                             REGISTRATION  STATEMENT
                                    UNDER  THE
                             SECURITIES  ACT  OF  1933


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

          Delaware                         7200                 54-2152284
  (State or jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

 1117  Perimeter Center West, Suite N415, Atlanta, Georgia 30338; (678) 443-2300
 (Address  and telephone number of Registrant's principal executive offices and
                          principal  place  of  business)

                EMPLOYEE  STOCK  INCENTIVE  PLAN  FOR  THE  YEAR  2006
         NON-EMPLOYEE  CONSULTANTS  RETAINER  STOCK  PLAN  FOR  THE  YEAR  2006
                           (Full title of the Plans)

           Billy  V.  Ray,  Jr.,  1117  Perimeter  Center  West,  Suite  N415,
                             Atlanta,  Georgia  30338
                    (Name  and  address  of  agent  for  service)

                                 (678)  443-2300
          (Telephone  number,  including  area  code,  of  agent  for  service)

<TABLE>
<CAPTION>
                                                 Calculation of Registration Fee

---------------------------------------------------------------------------------------------------------------------------------
Title of securities to be  Amount to be registered   Proposed offering price       Proposed maximum       Amount of registration
registered                                                per share (1)        aggregate offering price             fee
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
<S>                        <C>                      <C>                        <C>                        <C>
Options to Purchase               4,000,000                 $5.75 (2)                 $23,000,000                $2,461.00
Common Stock, Common
Shares Underlying
Options
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Common Stock                      4,000,000                 $5.75 (3)                 $23,000,000                $2,461.00
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Total                             8,000,000                                           $46,000,000                $4,922.00
---------------------------------------------------------------------------------------------------------------------------------
<FN>

(1)     The  Offering  Price  is  used  solely  for  purposes  of  estimating  the registration  fee  pursuant  to  Rule  457(h)
promulgated  pursuant to the Securities  Act  of  1933.
(2)     This Offering Price per Share is established pursuant to the option exercise price contained in the Employee Stock
Incentive Plan for the Year 2006, set forth in Exhibit 4.1 to this Form S-8.
(3)     This Offering Price per Share is established pursuant to the Non-Employee Directors and Consultants Retainer Stock Plan
for the Year 2006, set forth in Exhibit 4.2 to this Form S-8.
</TABLE>


<PAGE>
                                     PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1. PLAN  INFORMATION.

     See  Item  2  below.

ITEM 2. REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided  a  written  statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required  to be delivered pursuant to Rule 428(b). The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM 3. INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  are  hereby  incorporated  by  reference:

          (a)     The Registrant's latest annual report on Form 10-KSB/A for the
fiscal  year  ended  April  30,  2005,  filed  on  May  4,  2006.

          (b)     All  other reports filed pursuant to Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 since the end of the fiscal year covered by
the  Form  10-KSB/A  referred  to  in  (a)  above.

          (c)     A  description of the Registrant's securities contained in the
Registration  Statement on Form 10-SB12G, as amended, filed by the Registrant to
register the common stock under the Exchange Act, including all amendments filed
for  the  purpose  of  updating  such  common  stock  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof  from  the  date  of  filing  of  such  documents.

ITEM 4. DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM 5. INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM 6. INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification against its liability under the Securities Act. The
Delaware  General  Corporation  Law  allows a company to indemnify its officers,
directors,  employees,  and  agents  from  any threatened, pending, or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  except  under  certain  circumstances.  Indemnification  may


                                        2
<PAGE>
only  occur  if  a  determination  has  been  made  that  the officer, director,
employee,  or  agent  acted  in  good  faith  and in a manner, which such person
believed  to  be in the best interests of the Registrant. A determination may be
made by the stockholders; by a majority of the directors who were not parties to
the  action,  suit,  or  proceeding  confirmed  by  opinion of independent legal
counsel;  or  by  opinion  of independent legal counsel in the event a quorum of
directors  who  were  not  a  party to such action, suit, or proceeding does not
exist.

     Provided  the  terms  and conditions of these provisions under Delaware law
are  met,  officers,  directors,  employees, and agents of the Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy  and  is,  therefore,  unenforceable.

     The  Delaware  General Corporation Law, stated herein, provides further for
permissive  indemnification  of  officers  and  directors.

     "DGCL  Sec.145.  Indemnification  of  Officers,  Directors,  Employees  and
Agents,  Insurance.

     (a)     "A  corporation shall have power to indemnify any person who was or
is  a  party  or  is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  an action by or in the right of the corporation) by
reason  of  the  fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as  a  director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person  acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  had  no  reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its  equivalent,  shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  had reasonable cause to believe that the
person's  conduct  was  unlawful.

     (b)     "A  corporation shall have power to indemnify any person who was or
is  a  party  or  is threatened to be made a party to any threatened, pending or
completed  action  or  suit  by  or in the right of the corporation to procure a
judgment  in  its  favor  by  reason  of  the  fact  that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the  person  in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no  indemnification shall be made in respect of any claim, issue or matter as to
which  such  person  shall  have  been  adjudged to be liable to the corporation
unless  and  only to the extent that the Court of Chancery or the court in which
such  action  or suit was brought shall determine upon application that, despite
the  adjudication of liability but in view of all the circumstances of the case,
such  person  is  fairly  and reasonably entitled to indemnity for such expenses
which  the  Court  of  Chancery  or  such  other  court  shall  deem  proper.

     (c)     "To  the  extent  that a present or former director or officer of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to  in  subsections (a) and (b) of this
section,  or in defense of any claim, issue or matter therein, such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  such  person  in  connection  therewith.

     (d)     "Any  indemnification under subsections (a) and (b) of this section
(unless  ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or  agent  is proper in the circumstances
because  the  person  has  met  the  applicable standard of conduct set forth in
subsections  (a)  and  (b)  of  this  section. Such determination shall be made,


                                        3
<PAGE>
with  respect  to  a  person  who  is  a director or officer at the time of such
determination,  (1)  by  a majority vote of the directors who are not parties to
such  action,  suit  or  proceeding, even though less than a quorum, or (2) by a
committee  of such directors designated by majority vote of such directors, even
though  less  than  a  quorum, or (3) if there are no such directors, or if such
directors  so  direct, by independent legal counsel in a written opinion, or (4)
by  the  stockholders.

     (e)     "Expenses  (including  attorneys'  fees)  incurred by an officer or
director  in  defending  any  civil,  criminal,  administrative or investigative
action,  suit  or  proceeding  may  be paid by the corporation in advance of the
final  disposition  of  such  action,  suit  or  proceeding  upon  receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall  ultimately  be  determined  that  such  person  is not entitled to be
indemnified  by  the  corporation  as  authorized in this section. Such expenses
(including  attorneys'  fees) incurred by former directors and officers or other
employees  and  agents may be so paid upon such terms and conditions, if any, as
the  corporation  deems  appropriate.

     (f)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to, the other subsections of this section shall not be deemed
exclusive  of  any  other  rights  to  which  those  seeking  indemnification or
advancement  of  expenses  may  be  entitled under any bylaw, agreement, vote of
stockholders  or disinterested directors or otherwise, both as to action in such
person's  official  capacity  and as to action in another capacity while holding
such  office.

     (g)     "A  corporation shall have power to purchase and maintain insurance
on  behalf of any person who is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against any liability asserted against such
person  and incurred by such person in any such capacity, or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify  such  person  against  such  liability  under  this  section.

     (h)     "For  purposes  of  this  section,  references to "the corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or  agents,  so  that  any person who is or was a director, officer, employee or
agent  of  such  constituent corporation, or is or was serving at the request of
such  constituent  corporation  as  a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other enterprise,
shall  stand  in  the  same  position  under  this  section  with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such  constituent  corporation  if  its  separate  existence  had  continued.

     (i)     "For  purposes  of  this section, references to "other enterprises"
shall  include  employee  benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving  at  the  request of the corporation" shall include any
service  as  a  director,  officer,  employee  or agent of the corporation which
imposes  duties on, or involves services by, such director, officer, employee or
agent  with  respect  to  an  employee  benefit  plan,  its  participants  or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of  an  employee  benefit  plan  shall  be deemed to have acted in a manner "not
opposed  to  the  best  interests  of  the  corporation"  as referred to in this
section.

     (j)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or  agent  and  shall  inure  to  the  benefit of the heirs,
executors  and  administrators  of  such  a  person.

     (k)     "The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought  under  this section or under any bylaw, agreement, vote of stockholders
or  disinterested  directors,  or otherwise. The Court of Chancery may summarily
determine  a  corporation's obligation to advance expenses (including attorneys'
fees)."


                                        4
<PAGE>
     The  Registrant,  with approval of the Registrant's Board of Directors, may
obtain  directors'  and  officers'  liability  insurance.

ITEM 7. EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM 8. EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

ITEM 9. UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

          (a)  (1)  To  file,  during  any  period  in which offers or sales are
being  made, a post-effective amendment to this registration statement: (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

               (3)  To  remove  from  registration  by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

          (b)     That,  for  purposes  of  determining  any liability under the
Securities  Act  of 1933, each filing of the registrant's annual report pursuant
to  section  13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (c)     To  deliver  or  cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial  information.

          (d)     That  insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may  be  permitted  to  directors,  officers and
controlling  persons  of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.


                                        5
<PAGE>
                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta,  Georgia,  on  May  12,  2006.


                                   CHARYS HOLDING COMPANY, INC.


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


                                        6
<PAGE>
     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
        Signature                      Title                  Date
-------------------------  ------------------------------  ------------
<S>                        <C>                             <C>
  /s/ Billy V. Ray, Jr.         Chief Executive Officer    May 12, 2006
-----------------------     and Chairman of the Board of
  Billy V. Ray, Jr.                  Directors

  /s/ Raymond J. Smith     Vice President, Secretary, and  May 12, 2006
-----------------------        Chief Financial Officer
  Raymond J. Smith

  /s/ Richard Mangiarelli            Director              May 12, 2006
-----------------------
  Richard Mangiarelli

  /s/ John Jordan                    Director              May 12, 2006
-----------------------
  John Jordan

  /s/ Neil L. Underwood              Director              May 12, 2006
-----------------------
  Neil L. Underwood

  /s/ David S. Gergacz               Director              May 12, 2006
-----------------------
  David S. Gergacz

  /s/ Michael Oyster                 Director              May 12, 2006
-----------------------
  Michael Oyster

  /s/ Gisle Larsen                   Director              May 12, 2006
-----------------------
  Gisle Larsen

  /s/ Dennis C. Hayes                Director              May 12, 2006
-----------------------
  Dennis C. Hayes

  /s/ Alec McLarty                   Director              May 12, 2006
-----------------------
  Alec McLarty

  /s/ Catherine B. McKee             Director              May 12, 2006
-----------------------
  Catherine B. McKee
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT  INDEX

EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>          <C>
   4.1       Employee Stock Incentive Plan for the Year 2006
   4.2       Non-Employee Consultants Retainer Stock Plan for the Year 2006
   5         Opinion Re: Legality
   23.1      Consent of Accountants
   23.2      Consent of Counsel
</TABLE>


                                        8
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{"company-data": {"conformed-name": "CHARYS HOLDING CO INC", "cik": "0000845879", "assigned-sic": "7200", "irs-number": "512152284", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134091", "film-number": "06836020"}, "business-address": {"street1": "1117 PERIMETER CENTER WEST", "street2": "SUITE N415", "city": "ATLANTA", "state": "GA", "zip": "30338", "phone": "6784432300"}, "mail-address": {"street1": "1117 PERIMETER CENTER WEST", "street2": "SUITE N415", "city": "ATLANTA", "state": "GA", "zip": "30338"}, "former-company": [{"former-conformed-name": "SPIDERBOY INTERNATIONAL INC", "date-changed": "20010507"}, {"former-conformed-name": "SPIDEBOY INTERNATIONAL INC/", "date-changed": "20010503"}, {"former-conformed-name": "HIGH COUNTRY VENTURES INC", "date-changed": "20001102"}]}
U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM  S-8

                             REGISTRATION  STATEMENT
                                    UNDER  THE
                             SECURITIES  ACT  OF  1933

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

          Delaware                         7200                 54-2152284
  (State or jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

 1117  Perimeter Center West, Suite N415, Atlanta, Georgia 30338; (678) 443-2300
 (Address  and telephone number of Registrant's principal executive offices and
                          principal  place  of  business)

                EMPLOYEE  STOCK  INCENTIVE  PLAN  FOR  THE  YEAR  2006
         NON-EMPLOYEE  CONSULTANTS  RETAINER  STOCK  PLAN  FOR  THE  YEAR  2006
                           (Full title of the Plans)

           Billy  V.  Ray,  Jr.,  1117  Perimeter  Center  West,  Suite  N415,
                             Atlanta,  Georgia  30338
                    (Name  and  address  of  agent  for  service)

                                 (678)  443-2300
          (Telephone  number,  including  area  code,  of  agent  for  service)
Calculation of Registration Fee

---------------------------------------------------------------------------------------------------------------------------------
Title of securities to be  Amount to be registered   Proposed offering price       Proposed maximum       Amount of registration
registered                                                per share (1)        aggregate offering price             fee
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Options to Purchase               4,000,000                 $5.75 (2)                 $23,000,000                $2,461.00
Common Stock, Common
Shares Underlying
Options
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Common Stock                      4,000,000                 $5.75 (3)                 $23,000,000                $2,461.00
-------------------------  -----------------------  -------------------------  -------------------------  -----------------------
Total                             8,000,000                                           $46,000,000                $4,922.00
---------------------------------------------------------------------------------------------------------------------------------
(1)     The  Offering  Price  is  used  solely  for  purposes  of  estimating  the registration  fee  pursuant  to  Rule  457(h)
promulgated  pursuant to the Securities  Act  of  1933.
(2)     This Offering Price per Share is established pursuant to the option exercise price contained in the Employee Stock
Incentive Plan for the Year 2006, set forth in Exhibit 4.1 to this Form S-8.
(3)     This Offering Price per Share is established pursuant to the Non-Employee Directors and Consultants Retainer Stock Plan
for the Year 2006, set forth in Exhibit 4.2 to this Form S-8.
PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1. PLAN  INFORMATION.

     See  Item  2  below.

ITEM 2. REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided  a  written  statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required  to be delivered pursuant to Rule 428(b). The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM 3. INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  are  hereby  incorporated  by  reference:

          (a)     The Registrant's latest annual report on Form 10-KSB/A for the
fiscal  year  ended  April  30,  2005,  filed  on  May  4,  2006.

          (b)     All  other reports filed pursuant to Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 since the end of the fiscal year covered by
the  Form  10-KSB/A  referred  to  in  (a)  above.

          (c)     A  description of the Registrant's securities contained in the
Registration  Statement on Form 10-SB12G, as amended, filed by the Registrant to
register the common stock under the Exchange Act, including all amendments filed
for  the  purpose  of  updating  such  common  stock  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof  from  the  date  of  filing  of  such  documents.

ITEM 4. DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM 5. INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM 6. INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to  indemnification against its liability under the Securities Act. The
Delaware  General  Corporation  Law  allows a company to indemnify its officers,
directors,  employees,  and  agents  from  any threatened, pending, or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  except  under  certain  circumstances.  Indemnification  may

                                        2
only  occur  if  a  determination  has  been  made  that  the officer, director,
employee,  or  agent  acted  in  good  faith  and in a manner, which such person
believed  to  be in the best interests of the Registrant. A determination may be
made by the stockholders; by a majority of the directors who were not parties to
the  action,  suit,  or  proceeding  confirmed  by  opinion of independent legal
counsel;  or  by  opinion  of independent legal counsel in the event a quorum of
directors  who  were  not  a  party to such action, suit, or proceeding does not
exist.

     Provided  the  terms  and conditions of these provisions under Delaware law
are  met,  officers,  directors,  employees, and agents of the Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy  and  is,  therefore,  unenforceable.

     The  Delaware  General Corporation Law, stated herein, provides further for
permissive  indemnification  of  officers  and  directors.

     "DGCL  Sec.145.  Indemnification  of  Officers,  Directors,  Employees  and
Agents,  Insurance.

     (a)     "A  corporation shall have power to indemnify any person who was or
is  a  party  or  is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  an action by or in the right of the corporation) by
reason  of  the  fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as  a  director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person  acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  had  no  reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its  equivalent,  shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  had reasonable cause to believe that the
person's  conduct  was  unlawful.

     (b)     "A  corporation shall have power to indemnify any person who was or
is  a  party  or  is threatened to be made a party to any threatened, pending or
completed  action  or  suit  by  or in the right of the corporation to procure a
judgment  in  its  favor  by  reason  of  the  fact  that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the  person  in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no  indemnification shall be made in respect of any claim, issue or matter as to
which  such  person  shall  have  been  adjudged to be liable to the corporation
unless  and  only to the extent that the Court of Chancery or the court in which
such  action  or suit was brought shall determine upon application that, despite
the  adjudication of liability but in view of all the circumstances of the case,
such  person  is  fairly  and reasonably entitled to indemnity for such expenses
which  the  Court  of  Chancery  or  such  other  court  shall  deem  proper.

     (c)     "To  the  extent  that a present or former director or officer of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to  in  subsections (a) and (b) of this
section,  or in defense of any claim, issue or matter therein, such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  such  person  in  connection  therewith.

     (d)     "Any  indemnification under subsections (a) and (b) of this section
(unless  ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or  agent  is proper in the circumstances
because  the  person  has  met  the  applicable standard of conduct set forth in
subsections  (a)  and  (b)  of  this  section. Such determination shall be made,

                                        3
with  respect  to  a  person  who  is  a director or officer at the time of such
determination,  (1)  by  a majority vote of the directors who are not parties to
such  action,  suit  or  proceeding, even though less than a quorum, or (2) by a
committee  of such directors designated by majority vote of such directors, even
though  less  than  a  quorum, or (3) if there are no such directors, or if such
directors  so  direct, by independent legal counsel in a written opinion, or (4)
by  the  stockholders.

     (e)     "Expenses  (including  attorneys'  fees)  incurred by an officer or
director  in  defending  any  civil,  criminal,  administrative or investigative
action,  suit  or  proceeding  may  be paid by the corporation in advance of the
final  disposition  of  such  action,  suit  or  proceeding  upon  receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall  ultimately  be  determined  that  such  person  is not entitled to be
indemnified  by  the  corporation  as  authorized in this section. Such expenses
(including  attorneys'  fees) incurred by former directors and officers or other
employees  and  agents may be so paid upon such terms and conditions, if any, as
the  corporation  deems  appropriate.

     (f)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to, the other subsections of this section shall not be deemed
exclusive  of  any  other  rights  to  which  those  seeking  indemnification or
advancement  of  expenses  may  be  entitled under any bylaw, agreement, vote of
stockholders  or disinterested directors or otherwise, both as to action in such
person's  official  capacity  and as to action in another capacity while holding
such  office.

     (g)     "A  corporation shall have power to purchase and maintain insurance
on  behalf of any person who is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against any liability asserted against such
person  and incurred by such person in any such capacity, or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify  such  person  against  such  liability  under  this  section.

     (h)     "For  purposes  of  this  section,  references to "the corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or  agents,  so  that  any person who is or was a director, officer, employee or
agent  of  such  constituent corporation, or is or was serving at the request of
such  constituent  corporation  as  a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other enterprise,
shall  stand  in  the  same  position  under  this  section  with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such  constituent  corporation  if  its  separate  existence  had  continued.

     (i)     "For  purposes  of  this section, references to "other enterprises"
shall  include  employee  benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving  at  the  request of the corporation" shall include any
service  as  a  director,  officer,  employee  or agent of the corporation which
imposes  duties on, or involves services by, such director, officer, employee or
agent  with  respect  to  an  employee  benefit  plan,  its  participants  or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of  an  employee  benefit  plan  shall  be deemed to have acted in a manner "not
opposed  to  the  best  interests  of  the  corporation"  as referred to in this
section.

     (j)     "The  indemnification  and  advancement of expenses provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or  agent  and  shall  inure  to  the  benefit of the heirs,
executors  and  administrators  of  such  a  person.

     (k)     "The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought  under  this section or under any bylaw, agreement, vote of stockholders
or  disinterested  directors,  or otherwise. The Court of Chancery may summarily
determine  a  corporation's obligation to advance expenses (including attorneys'
fees)."

                                        4
The  Registrant,  with approval of the Registrant's Board of Directors, may
obtain  directors'  and  officers'  liability  insurance.

ITEM 7. EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM 8. EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

ITEM 9. UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

          (a)  (1)  To  file,  during  any  period  in which offers or sales are
being  made, a post-effective amendment to this registration statement: (iii) To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

               (3)  To  remove  from  registration  by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

          (b)     That,  for  purposes  of  determining  any liability under the
Securities  Act  of 1933, each filing of the registrant's annual report pursuant
to  section  13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (c)     To  deliver  or  cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial  information.

          (d)     That  insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may  be  permitted  to  directors,  officers and
controlling  persons  of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                        5
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta,  Georgia,  on  May  12,  2006.

                                   CHARYS HOLDING COMPANY, INC.

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

                                        6
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.
Signature                      Title                  Date
-------------------------  ------------------------------  ------------
/s/ Billy V. Ray, Jr.         Chief Executive Officer    May 12, 2006
-----------------------     and Chairman of the Board of
  Billy V. Ray, Jr.                  Directors

  /s/ Raymond J. Smith     Vice President, Secretary, and  May 12, 2006
-----------------------        Chief Financial Officer
  Raymond J. Smith

  /s/ Richard Mangiarelli            Director              May 12, 2006
-----------------------
  Richard Mangiarelli

  /s/ John Jordan                    Director              May 12, 2006
-----------------------
  John Jordan

  /s/ Neil L. Underwood              Director              May 12, 2006
-----------------------
  Neil L. Underwood

  /s/ David S. Gergacz               Director              May 12, 2006
-----------------------
  David S. Gergacz

  /s/ Michael Oyster                 Director              May 12, 2006
-----------------------
  Michael Oyster

  /s/ Gisle Larsen                   Director              May 12, 2006
-----------------------
  Gisle Larsen

  /s/ Dennis C. Hayes                Director              May 12, 2006
-----------------------
  Dennis C. Hayes

  /s/ Alec McLarty                   Director              May 12, 2006
-----------------------
  Alec McLarty

  /s/ Catherine B. McKee             Director              May 12, 2006
-----------------------
  Catherine B. McKee
7
EXHIBIT  INDEX

EXHIBIT NO.       DESCRIPTION
-----------       -----------
4.1       Employee Stock Incentive Plan for the Year 2006
   4.2       Non-Employee Consultants Retainer Stock Plan for the Year 2006
   5         Opinion Re: Legality
   23.1      Consent of Accountants
   23.2      Consent of Counsel
8