content: 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
           --------------------------------------------------------------
           (State or other jurisdiction of incorporation or organization)
  
                                     88-0109143
                        -----------------------------------
                        (I.R.S. Employer Identification No.)
  
                    334 S. Hyde Park Avenue, Tampa, Florida 33606
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
                            2006 EQUITY COMPENSATION PLAN
                            -----------------------------
                              (Full title of the plans)
  
                       Craig Huffman, Chief Executive Officer
                         Internal Hydro International, Inc.
                    334 S. Hyde Park Avenue, Tampa, Florida 33606
              ---------------------------------------------------------
              (Name, address, including zip code, of agent for service)
  
                                   (813) 286-7144
             -----------------------------------------------------------
             Telephone number, including area code, of agent for service
  
                           CALCULATION OF REGISTRATION FEE
  
                                    Proposed       Proposed
  Title of                           Maximum        Maximum
  Securities            Amount      Offering       Aggregate        Amount of
  to be                 to be       Price Per       Offering      Registration
  Registered(2)      Registered      Share          Price              Fee
  ---------------- -------------- -------------- -------------- ----------------
  Common Stock        10,000,000     $ 0.185(1)     $1,850,000       $442.15
  $.001 par value
  
  (1)  This  calculation  is made  solely  for the  purposes  of  determining  the
       registration  fee  pursuant  to  the  provisions  of  Rule  457  under  the
       Securities Act of 1933 and is calculated on the basis of the average of the
       bid and asked price of the common stock as of March 3, 2006.
  
  
  
  
                                         1
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The following  documents  filed by the Company with the  Securities and Exchange
  Commission (the "Commission") are hereby incorporated herein by reference:
  
  1. The Company's Quarterly Report on Form 10-QSB for the quarter ended September
  30, 2005.
  
  2. The  Company's  Annual  Report on Form 10KSB for the year ended  December 31,
  2004.
  
  3. All reports  filed by the  Company  with the  Commission  pursuant to Section
  13(a) or 15(d) of the  Exchange  Act of 1934,  as amended,  since the end of the
  fiscal year ended  December 31,  2004.  3. The  description  of the Common Stock
  contained in the Company's  registration  statement  filed under the  Securities
  Exchange Act of 1934, including any amendment or report filed for the purpose of
  updating such description.
  
  All reports and other documents  subsequently  filed by the Company  pursuant to
  Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
  post-effective  amendment  which  indicates that all securities  covered by this
  Registration  Statement have been sold or which  deregisters all such securities
  then remaining unsold shall be deemed to be incorporated by reference herein and
  to be a part hereof from the date of the filing of such reports and documents.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The  Certificate of  Incorporation  and By-laws of the Company  provide that the
  Company shall indemnify to the fullest  permitted by Florida law any person whom
  it may  indemnify  there under,  including  directors,  officers,  employees and
  agents of the Company.  Such indemnification  (other than as ordered by a court)
  shall be made by the Company only upon a determination  that  indemnification is
  proper in the circumstances  because the individual met the applicable  standard
  of conduct  i.e.,  such person acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best  interest of the Company.  Advances
  for  such   indemnification  may  be  made  pending  such  determination.   Such
  determination  shall  be  made by a  majority  vote of a  quorum  consisting  of
  disinterested directors, or by independent legal counsel or by the stockholders.
  In addition, the Certificate of Incorporation  provides for the elimination,  to
  the extent  permitted by Florida law, of personal  liability of directors to the
  Company and its  stockholders  for monetary damages for breach of fiduciary duty
  as directors.
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933,  as amended (the "1933 Act") may be permitted to  directors,  officers and
  controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
  otherwise,  the Company 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
  
  
                                         2
  <PAGE>
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS - continued
  
  that a claim  for  indemnification  against  such  liabilities  (other  than the
  payment by the  Company of expenses  incurred or paid by a director,  officer or
  controlling person of the Company 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 Company 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  of 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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8. EXHIBITS
  
  Number    Description
  --------- ----------------------------------------------------
    5.1     Opinion of Axelrod, Smith and Kirshbaum
   10.1     2006 Equity Compensation Plan
   23.1     Consent of Axelrod, Smith and Kirshbaum
   23.2     Consent of Epstein, Weber & Conover, PLC
  
  
  ITEM  9.  UNDERTAKINGS.
  
  (1) The Company hereby undertakes:
  
       (a) To file,  during any period in which  offers or sales are being made, a
  post-effective amendment to this registration:
  
       (1)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
            Securities Act of 1933;
       (2)  To reflect in the  prospectus  any facts or events  arising  after the
            effective  date of the  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 the Registration Statement; and
       (3)  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;
  
  Provided  however,  that  paragraphs  (a)  (1)  and  (2)  do  not  apply  if the
  information  required  to be  included in a  post-effective  amendment  by those
  paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
  section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
  reference herein.
  
       (b) 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.
  
       (c) To remove from registration by means of post-effective amendment any of
  the securities  being  registered  which remain unsold at the termination of the
  offering.
  
                                         3
  <PAGE>
  
  ITEM  9.  UNDERTAKINGS - continued
  
  (2) The  Company  hereby  undertakes  that,  for  purposes  of  determining  any
  liability under the Securities Act of 1933, each filing of the Company's  annual
  report pursuant to Section 13(a) or 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 the time  shall be  deemed  to be the
  initial bona fide offering thereof.
  
  (3) Insofar as indemnification  for liabilities arising under the Securities Act
  of 1933 may be permitted to directors,  officers and controlling  persons of the
  Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
  paid by the  director,  officer  or  controlling  person of the  Company  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 Company  will,  unless in the opinion of the counsel the matter
  has  been  settled  by  controlling   precedent,   submit  to  the   appropriate
  jurisdiction  the  question  of 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.
  
                                     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 Tampa,  State of  Florida,  on the 8th day of March,
  2006. INTERNAL HYDRO INTERNATIONAL, INC.
  
     By /s/ Craig Huffman,
     --------------------------------------------
     Craig Huffman, Chief Executive Officer
  
       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 date indicated.
  
     Signature                      Title                   Date
  
     /s/ Craig Huffman                                  March 8, 2006
     -------------------------------------------
     Craig Huffman                   CEO
  
     /s/ Arthur C. Tanner                               March 8, 2006
     -------------------------------------------
      Arthur C. Tanner               CFO
  
     /s/ Anthony J. Pecoraro                            March 8, 2006
     -------------------------------------------
     Anthony J. Pecoraro      Chairman of the Board
  
     /s/ James A. Thomas                                March 8, 2006
     -------------------------------------------
     James A. Thomas              Director
  
                                         4
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "internal_hydro-s8.txt", "description": "INTERNAL HYDRO S-8", "secsgml_size_bytes": 12105}]
metadata_filer: {"company-data": {"conformed-name": "INTERNAL HYDRO INTERNATIONAL INC", "cik": "0001108064", "assigned-sic": "4911", "irs-number": "880409143", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132299", "film-number": "06675376"}, "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: 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
           --------------------------------------------------------------
           (State or other jurisdiction of incorporation or organization)
  
                                     88-0109143
                        -----------------------------------
                        (I.R.S. Employer Identification No.)
  
                    334 S. Hyde Park Avenue, Tampa, Florida 33606
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
                            2006 EQUITY COMPENSATION PLAN
                            -----------------------------
                              (Full title of the plans)
  
                       Craig Huffman, Chief Executive Officer
                         Internal Hydro International, Inc.
                    334 S. Hyde Park Avenue, Tampa, Florida 33606
              ---------------------------------------------------------
              (Name, address, including zip code, of agent for service)
  
                                   (813) 286-7144
             -----------------------------------------------------------
             Telephone number, including area code, of agent for service
  
                           CALCULATION OF REGISTRATION FEE
  
                                    Proposed       Proposed
  Title of                           Maximum        Maximum
  Securities            Amount      Offering       Aggregate        Amount of
  to be                 to be       Price Per       Offering      Registration
  Registered(2)      Registered      Share          Price              Fee
  ---------------- -------------- -------------- -------------- ----------------
  Common Stock        10,000,000     $ 0.185(1)     $1,850,000       $442.15
  $.001 par value
  
  (1)  This  calculation  is made  solely  for the  purposes  of  determining  the
       registration  fee  pursuant  to  the  provisions  of  Rule  457  under  the
       Securities Act of 1933 and is calculated on the basis of the average of the
       bid and asked price of the common stock as of March 3, 2006.
  
                                         1
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The following  documents  filed by the Company with the  Securities and Exchange
  Commission (the "Commission") are hereby incorporated herein by reference:
  
  1. The Company's Quarterly Report on Form 10-QSB for the quarter ended September
  30, 2005.
  
  2. The  Company's  Annual  Report on Form 10KSB for the year ended  December 31,
  2004.
  
  3. All reports  filed by the  Company  with the  Commission  pursuant to Section
  13(a) or 15(d) of the  Exchange  Act of 1934,  as amended,  since the end of the
  fiscal year ended  December 31,  2004.  3. The  description  of the Common Stock
  contained in the Company's  registration  statement  filed under the  Securities
  Exchange Act of 1934, including any amendment or report filed for the purpose of
  updating such description.
  
  All reports and other documents  subsequently  filed by the Company  pursuant to
  Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
  post-effective  amendment  which  indicates that all securities  covered by this
  Registration  Statement have been sold or which  deregisters all such securities
  then remaining unsold shall be deemed to be incorporated by reference herein and
  to be a part hereof from the date of the filing of such reports and documents.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The  Certificate of  Incorporation  and By-laws of the Company  provide that the
  Company shall indemnify to the fullest  permitted by Florida law any person whom
  it may  indemnify  there under,  including  directors,  officers,  employees and
  agents of the Company.  Such indemnification  (other than as ordered by a court)
  shall be made by the Company only upon a determination  that  indemnification is
  proper in the circumstances  because the individual met the applicable  standard
  of conduct  i.e.,  such person acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best  interest of the Company.  Advances
  for  such   indemnification  may  be  made  pending  such  determination.   Such
  determination  shall  be  made by a  majority  vote of a  quorum  consisting  of
  disinterested directors, or by independent legal counsel or by the stockholders.
  In addition, the Certificate of Incorporation  provides for the elimination,  to
  the extent  permitted by Florida law, of personal  liability of directors to the
  Company and its  stockholders  for monetary damages for breach of fiduciary duty
  as directors.
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933,  as amended (the "1933 Act") may be permitted to  directors,  officers and
  controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
  otherwise,  the Company 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
  
                                         2
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS - continued
  
  that a claim  for  indemnification  against  such  liabilities  (other  than the
  payment by the  Company of expenses  incurred or paid by a director,  officer or
  controlling person of the Company 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 Company 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  of 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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8. EXHIBITS
  
  Number    Description
  --------- ----------------------------------------------------
    5.1     Opinion of Axelrod, Smith and Kirshbaum
   10.1     2006 Equity Compensation Plan
   23.1     Consent of Axelrod, Smith and Kirshbaum
   23.2     Consent of Epstein, Weber & Conover, PLC
  
  ITEM  9.  UNDERTAKINGS.
  
  (1) The Company hereby undertakes:
  
       (a) To file,  during any period in which  offers or sales are being made, a
  post-effective amendment to this registration:
  
       (1)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
            Securities Act of 1933;
       (2)  To reflect in the  prospectus  any facts or events  arising  after the
            effective  date of the  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 the Registration Statement; and
       (3)  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;
  
  Provided  however,  that  paragraphs  (a)  (1)  and  (2)  do  not  apply  if the
  information  required  to be  included in a  post-effective  amendment  by those
  paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
  section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
  reference herein.
  
       (b) 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.
  
       (c) To remove from registration by means of post-effective amendment any of
  the securities  being  registered  which remain unsold at the termination of the
  offering.
  
                                         3
  ITEM  9.  UNDERTAKINGS - continued
  
  (2) The  Company  hereby  undertakes  that,  for  purposes  of  determining  any
  liability under the Securities Act of 1933, each filing of the Company's  annual
  report pursuant to Section 13(a) or 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 the time  shall be  deemed  to be the
  initial bona fide offering thereof.
  
  (3) Insofar as indemnification  for liabilities arising under the Securities Act
  of 1933 may be permitted to directors,  officers and controlling  persons of the
  Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
  paid by the  director,  officer  or  controlling  person of the  Company  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 Company  will,  unless in the opinion of the counsel the matter
  has  been  settled  by  controlling   precedent,   submit  to  the   appropriate
  jurisdiction  the  question  of 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.
  
                                     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 Tampa,  State of  Florida,  on the 8th day of March,
  2006. INTERNAL HYDRO INTERNATIONAL, INC.
  
     By /s/ Craig Huffman,
     --------------------------------------------
     Craig Huffman, Chief Executive Officer
  
       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 date indicated.
  
     Signature                      Title                   Date
  
     /s/ Craig Huffman                                  March 8, 2006
     -------------------------------------------
     Craig Huffman                   CEO
  
     /s/ Arthur C. Tanner                               March 8, 2006
     -------------------------------------------
      Arthur C. Tanner               CFO
  
     /s/ Anthony J. Pecoraro                            March 8, 2006
     -------------------------------------------
     Anthony J. Pecoraro      Chairman of the Board
  
     /s/ James A. Thomas                                March 8, 2006
     -------------------------------------------
     James A. Thomas              Director
  
                                         4