content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                      ---------
  
  
                         Internal Hydro International, Inc.
                           ------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
             Florida                                            88-0409143
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification Number)
  
                         INTERNAL HYDRO INTERNATIONAL, INC.
                              2004 STOCK INCENTIVE PLAN
                                (full title of plan)
  
  
              607 W. MARTIN LUTHER KING Jr. Blvd., TAMPA, FLORIDA 33603
             -----------------------------------------------------------
                      (Address of principal executive offices)
  
  
                                   (813) 231-7122
                                  ----------------
                  (Registrant's Executive Office Telephone Number)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ----------------------- --------------------- -------------------- --------------------- --------------------
  Title of securities     Amount to be          Proposed maximum     Proposed maximum      Amount of
  to be registered.       registered.           offering price per   Aggregate Offering    Registration Fee
                                                share.*              Price.
  ----------------------- --------------------- -------------------- --------------------- --------------------
  <S>                     <C>                   <C>                  <C>                   <C>
  Common Stock            7,550,000             $0.12                $906,000              $114.79
  ----------------------- --------------------- -------------------- --------------------- --------------------
  </TABLE>
  
  
  
  *Estimated solely for the purpose of calculating the amount of registration fee.
  Such estimate has been  computed in accordance  with Rules 457(c) and 457 (h) of
  the General Rules and Regulations  under the Securities Act of 1993, as amended,
  based upon the price of the shares of $.0.12 based upon the closing bid price of
  the shares on March 21, 2005.
  
  
                                         1
  <PAGE>
  
  
  PART I
  
  INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information
  
  The documents  containing  the  information  specified in Item 1 will be sent or
  given to participants in the Registrant's 2004 Stock Incentive Plan as specified
  by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
  Act")  Such  documents  are  not  required  to be and  are not  filed  with  the
  Securities  and  Exchange   Commission  (the  "SEC")  either  as  part  of  this
  Registration  Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424. These  documents and the documents  incorporated  by reference in this
  Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
  together,  constitute a prospectus that meets the  requirements of Section 10(a)
  of the Securities Act.
  
  Item 2. Registrant Information and Employee Plan Annual Information
  
  Upon written or oral request, any of the documents  incorporated by reference in
  Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
  incorporated  by reference in this Section 10(a)  Prospectus),  other  documents
  required to be  delivered  to eligible  employees,  non-employee  directors  and
  consultants,  pursuant to Rule 428(b) or additional  information  about the 2004
  Incentive Stock Plan are available without charge by contacting:.
  
  Craig Huffman
  607 W. MARTIN LUTHER KING Jr. Blvd., TAMPA, FLORIDA 33603
  (813) 231-7122
  
  PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
  The Registrant hereby incorporates by reference into this Registration Statement
  the  documents  listed below.  In addition,  all  documents  subsequently  filed
  pursuant to Section  13(a),  13(c),  14 and 15(d) of the Securities and Exchange
  Act of 1934 (the "Exchange Act"), prior to 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 into this Registration Statement and to be a part hereof from the date
  of filing such documents:
  
  (a) the Annual  Report on Form 10-K for its fiscal year ended  December 31, 2003
  (Commission File No. 33-17679-D)
  
  (b) all other  reports filed by IHDR pursuant to Section 13 or Section 15 (d) of
  the Exchange Act, since December 31, 2003 through the date hereof; and
  
  (c) any document filed by IHDR with the SEC pursuant to Sections 13(a),  13( c),
  14 or 15(d) of the Exchange Act subsequent to the date hereof,  but prior to the
  filing  of a  post-effective  amendment  to this  Registration  Statement  which
  indicates  that  all  shares  registered   hereunder  have  been  sold  or  that
  deregisters all such shares then remaining  unsold,  such documents being deemed
  to be  incorporated  by reference  herein and to be part hereof from the date of
  filing of such documents.
  
                                         2
  <PAGE>
  
  Item 4. Description of Securities
  
  Not Applicable
  
  Item 5. Interests of Named Experts and Counsel
  
  David G. Zanardi,  counsel for IHDR,  shall be compensated  300,000 shares under
  this registration for services related to preparation of the company's  Exchange
  Act reports and proxy statements.
  
  
  Item 6. Indemnification of Directors and Officer
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933 (the "Act") may be permitted to directors, officers and controlling persons
  of the small business issuer pursuant to the foregoing provisions, or otherwise,
  the small business issuer 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. The Company's Certificate
  of  Incorporation  provides  that no director of the Company shall be personally
  liable to the Company or its  stockholders  for  monetary  damages for breach of
  fiduciary  duty as a director  except as limited by Florida law.  The  Company's
  Bylaws provide that the Company shall indemnify to the full extent authorized by
  law each of its directors and officers against  expenses  incurred in connection
  with any proceeding  arising by reason of the fact that such person is or was an
  agent of the corporation.
  
  Commission Policy
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933 may be  permitted  to  directors,  officers  or  persons  controlling  IHDR
  pursuant to the foregoing provisions,  or otherwise,  IHDR has been advised that
  in the  opinion  of the SEC such  indemnification  is against  public  policy as
  expressed in the Act and is, therefore, unenforceable.
  
  Item 7. Exemption from Registration Claimed
  
  Not applicable.
  
  Item 8. Exhibits
  
  The Exhibits to this registration  statement are listed in the index to Exhibits
  on page 5.
  
  Item 9. Undertakings
  
  (a) The undersigned registrant hereby undertakes:
  
  (1) to file,  during any  period in which  offers or sales are being made of the
  securities  registered  hereby, a post-effective  amendment to this Registration
  Statement:
  
       (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
       Securities Act;
  
       (ii) to reflect in the  prospectus  any facts or events  arising  after the
       effective  date  of  this  Registration   Statement  (or  the  most  recent
       post-effective amendment thereof) which,  individually or in the aggregate,
       represent  a  fundamental  change  in the  information  set  forth  in this
       Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
  
  
                                         3
  <PAGE>
  
  (ii) - continued
  
       decrease  in volume of  securities  offered (if the total  dollar  value of
       securities  offered  would not exceed  that which was  registered)  and any
       deviation from the low or high end of the estimated  maximum offering range
       may be reflected in the form of prospectus  filed with the  Securities  and
       Exchange  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
       changes  in volume  and price  represent  no more than a 20%  change in the
       maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
       Registration Fee" table in the effective registration statement;
  
       (iii) to  include  any  material  information  with  respect to the plan of
       distribution not previously disclosed in this Registration Statement or any
       material change to such information in this Registration Statement;
  
       PROVIDED,  HOWEVER,  that the  undertakings set forth in paragraphs (i) and
       (ii) do not apply if this  Registration  Statement is on Form S-3, Form S-8
       or  Form  F-3,   and  the   information   required  to  be  included  in  a
       post-effective  amendment  by those  paragraphs  is  contained  in periodic
       reports filed with or furnished to the Securities  and Exchange  Commission
       by the  Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
       Act that are incorporated by reference in this Registration Statement;
  
  (2) that, for the purpose of determining any liability under the Securities Act,
  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. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
  
  The Registrant hereby undertakes that, for purposes of determining any liability
  under the Securities Act, each filing of the Registrant's annual report pursuant
  to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
  each filing of an employee  benefit  plan's  annual  report  pursuant to Section
  15(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
  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. INDEMNIFICATION
  
  Insofar as indemnification  for liabilities arising under the Securities Act may
  be permitted to directors,  officers and  controlling  persons of the Registrant
  pursuant to the provisions of the  Registrant's  By-Laws,  the BCL 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  Securities  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
  Securities Act and will be governed by the final adjudication of such issue.
  
                                         4
  <PAGE>
  
  SIGNATURES
  
  Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  IHDR
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  a 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 Tampa, State of Florida on March 16, 2005.
  
  Internal Hydro International, Inc.
  
  By /s/ Craig Huffman
  -------------------------
  Craig Huffman, President
  
  
  --------------------------------------------------------------------------------
  
  INDEX TO EXHIBITS
  
  Index #  Description
  ------- ------------------------------------------------------------------------
  3.1     Internal Hydro International, Inc. 2004 Stock Incentive Plan
  4.1     Consulting Agreement with Lynde Russell *
  4.2     Consulting Agreement with Drew Loebenstein *
  4.3     Consulting Agreement with Jai Chaudhari *
  4.4     Consulting Agreement with Christian Crespo *
  4.5     Consulting Agreement with Joseph Batty *
  4.6     Employment Agreement with David Zanardi *
  5.1     Opinion of Counsel, regarding the legality of the securities registered
          hereunder
  23.1    Consent of Independent Certified Public Accountants
  
  * Filed to the non-public folder
  --------------------------------------------------------------------------------
  
                                         5
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "internal_hydro-s8.txt", "description": "INTERNAL HYDRO S-8", "secsgml_size_bytes": 13782}]
metadata_filer: {"company-data": {"conformed-name": "INTERNAL HYDRO INTERNATIONAL INC", "cik": "0001108064", "assigned-sic": "4899", "irs-number": "880409143", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123573", "film-number": "05702989"}, "business-address": {"street1": "607A W MARTIN LUTHER KING BLVD", "street2": ",", "city": "TAMPA", "state": "FL", "zip": "33603", "phone": "8189811796"}, "mail-address": {"street1": "607A W MARTIN LUTHER KING BLVD", "street2": ",", "city": "TAMPA", "state": "FL", "zip": "33603"}, "former-company": [{"former-conformed-name": "HOME SERVICES INTERNATIONAL INC", "date-changed": "20030513"}, {"former-conformed-name": "HOME SERVICES INC", "date-changed": "20030318"}, {"former-conformed-name": "TEL VOICE COMMUNICATIONS INC", "date-changed": "20000229"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                      ---------
  
                         Internal Hydro International, Inc.
                           ------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
             Florida                                            88-0409143
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification Number)
  
                         INTERNAL HYDRO INTERNATIONAL, INC.
                              2004 STOCK INCENTIVE PLAN
                                (full title of plan)
  
              607 W. MARTIN LUTHER KING Jr. Blvd., TAMPA, FLORIDA 33603
             -----------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (813) 231-7122
                                  ----------------
                  (Registrant's Executive Office Telephone Number)
  
                           CALCULATION OF REGISTRATION FEE
  ----------------------- --------------------- -------------------- --------------------- --------------------
  Title of securities     Amount to be          Proposed maximum     Proposed maximum      Amount of
  to be registered.       registered.           offering price per   Aggregate Offering    Registration Fee
                                                share.*              Price.
  ----------------------- --------------------- -------------------- --------------------- --------------------
  Common Stock            7,550,000             $0.12                $906,000              $114.79
  ----------------------- --------------------- -------------------- --------------------- --------------------
  *Estimated solely for the purpose of calculating the amount of registration fee.
  Such estimate has been  computed in accordance  with Rules 457(c) and 457 (h) of
  the General Rules and Regulations  under the Securities Act of 1993, as amended,
  based upon the price of the shares of $.0.12 based upon the closing bid price of
  the shares on March 21, 2005.
  
                                         1
  PART I
  
  INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information
  
  The documents  containing  the  information  specified in Item 1 will be sent or
  given to participants in the Registrant's 2004 Stock Incentive Plan as specified
  by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
  Act")  Such  documents  are  not  required  to be and  are not  filed  with  the
  Securities  and  Exchange   Commission  (the  "SEC")  either  as  part  of  this
  Registration  Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424. These  documents and the documents  incorporated  by reference in this
  Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
  together,  constitute a prospectus that meets the  requirements of Section 10(a)
  of the Securities Act.
  
  Item 2. Registrant Information and Employee Plan Annual Information
  
  Upon written or oral request, any of the documents  incorporated by reference in
  Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
  incorporated  by reference in this Section 10(a)  Prospectus),  other  documents
  required to be  delivered  to eligible  employees,  non-employee  directors  and
  consultants,  pursuant to Rule 428(b) or additional  information  about the 2004
  Incentive Stock Plan are available without charge by contacting:.
  
  Craig Huffman
  607 W. MARTIN LUTHER KING Jr. Blvd., TAMPA, FLORIDA 33603
  (813) 231-7122
  
  PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
  The Registrant hereby incorporates by reference into this Registration Statement
  the  documents  listed below.  In addition,  all  documents  subsequently  filed
  pursuant to Section  13(a),  13(c),  14 and 15(d) of the Securities and Exchange
  Act of 1934 (the "Exchange Act"), prior to 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 into this Registration Statement and to be a part hereof from the date
  of filing such documents:
  
  (a) the Annual  Report on Form 10-K for its fiscal year ended  December 31, 2003
  (Commission File No. 33-17679-D)
  
  (b) all other  reports filed by IHDR pursuant to Section 13 or Section 15 (d) of
  the Exchange Act, since December 31, 2003 through the date hereof; and
  
  (c) any document filed by IHDR with the SEC pursuant to Sections 13(a),  13( c),
  14 or 15(d) of the Exchange Act subsequent to the date hereof,  but prior to the
  filing  of a  post-effective  amendment  to this  Registration  Statement  which
  indicates  that  all  shares  registered   hereunder  have  been  sold  or  that
  deregisters all such shares then remaining  unsold,  such documents being deemed
  to be  incorporated  by reference  herein and to be part hereof from the date of
  filing of such documents.
  
                                         2
  Item 4. Description of Securities
  
  Not Applicable
  
  Item 5. Interests of Named Experts and Counsel
  
  David G. Zanardi,  counsel for IHDR,  shall be compensated  300,000 shares under
  this registration for services related to preparation of the company's  Exchange
  Act reports and proxy statements.
  
  Item 6. Indemnification of Directors and Officer
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933 (the "Act") may be permitted to directors, officers and controlling persons
  of the small business issuer pursuant to the foregoing provisions, or otherwise,
  the small business issuer 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. The Company's Certificate
  of  Incorporation  provides  that no director of the Company shall be personally
  liable to the Company or its  stockholders  for  monetary  damages for breach of
  fiduciary  duty as a director  except as limited by Florida law.  The  Company's
  Bylaws provide that the Company shall indemnify to the full extent authorized by
  law each of its directors and officers against  expenses  incurred in connection
  with any proceeding  arising by reason of the fact that such person is or was an
  agent of the corporation.
  
  Commission Policy
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933 may be  permitted  to  directors,  officers  or  persons  controlling  IHDR
  pursuant to the foregoing provisions,  or otherwise,  IHDR has been advised that
  in the  opinion  of the SEC such  indemnification  is against  public  policy as
  expressed in the Act and is, therefore, unenforceable.
  
  Item 7. Exemption from Registration Claimed
  
  Not applicable.
  
  Item 8. Exhibits
  
  The Exhibits to this registration  statement are listed in the index to Exhibits
  on page 5.
  
  Item 9. Undertakings
  
  (a) The undersigned registrant hereby undertakes:
  
  (1) to file,  during any  period in which  offers or sales are being made of the
  securities  registered  hereby, a post-effective  amendment to this Registration
  Statement:
  
       (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
       Securities Act;
  
       (ii) to reflect in the  prospectus  any facts or events  arising  after the
       effective  date  of  this  Registration   Statement  (or  the  most  recent
       post-effective amendment thereof) which,  individually or in the aggregate,
       represent  a  fundamental  change  in the  information  set  forth  in this
       Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
  
                                         3
  (ii) - continued
  
       decrease  in volume of  securities  offered (if the total  dollar  value of
       securities  offered  would not exceed  that which was  registered)  and any
       deviation from the low or high end of the estimated  maximum offering range
       may be reflected in the form of prospectus  filed with the  Securities  and
       Exchange  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
       changes  in volume  and price  represent  no more than a 20%  change in the
       maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
       Registration Fee" table in the effective registration statement;
  
       (iii) to  include  any  material  information  with  respect to the plan of
       distribution not previously disclosed in this Registration Statement or any
       material change to such information in this Registration Statement;
  
       PROVIDED,  HOWEVER,  that the  undertakings set forth in paragraphs (i) and
       (ii) do not apply if this  Registration  Statement is on Form S-3, Form S-8
       or  Form  F-3,   and  the   information   required  to  be  included  in  a
       post-effective  amendment  by those  paragraphs  is  contained  in periodic
       reports filed with or furnished to the Securities  and Exchange  Commission
       by the  Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
       Act that are incorporated by reference in this Registration Statement;
  
  (2) that, for the purpose of determining any liability under the Securities Act,
  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. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
  
  The Registrant hereby undertakes that, for purposes of determining any liability
  under the Securities Act, each filing of the Registrant's annual report pursuant
  to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
  each filing of an employee  benefit  plan's  annual  report  pursuant to Section
  15(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
  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. INDEMNIFICATION
  
  Insofar as indemnification  for liabilities arising under the Securities Act may
  be permitted to directors,  officers and  controlling  persons of the Registrant
  pursuant to the provisions of the  Registrant's  By-Laws,  the BCL 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  Securities  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
  Securities Act and will be governed by the final adjudication of such issue.
  
                                         4
  SIGNATURES
  
  Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  IHDR
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  a 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 Tampa, State of Florida on March 16, 2005.
  
  Internal Hydro International, Inc.
  
  By /s/ Craig Huffman
  -------------------------
  Craig Huffman, President
  
  --------------------------------------------------------------------------------
  
  INDEX TO EXHIBITS
  
  Index #  Description
  ------- ------------------------------------------------------------------------
  3.1     Internal Hydro International, Inc. 2004 Stock Incentive Plan
  4.1     Consulting Agreement with Lynde Russell *
  4.2     Consulting Agreement with Drew Loebenstein *
  4.3     Consulting Agreement with Jai Chaudhari *
  4.4     Consulting Agreement with Christian Crespo *
  4.5     Consulting Agreement with Joseph Batty *
  4.6     Employment Agreement with David Zanardi *
  5.1     Opinion of Counsel, regarding the legality of the securities registered
          hereunder
  23.1    Consent of Independent Certified Public Accountants
  
  * Filed to the non-public folder
  --------------------------------------------------------------------------------
  
                                         5