<PAGE>
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                       KINGSLEY COACH, INC.
                (FORMERLY MICRO-HYDRO POWER, INC.)
                       -----------------          

      (Exact Name of Registrant as Specified in its Charter)


               Delaware                87-0369035
               --------                ----------
   (State or Other Jurisdiction    (IRS Employer ID No.)
 of incorporation or organization)
  

                       64 Old Route 522
                     Middleburg, PA 17842
                                                                               
                   -----------------------
             (Address of Principal Executive Offices)
  
                       (570) 837-7114
                       --------------   
          (Issuer's Telephone Number, including Area Code)
                                    
              Consultant Compensation Agreement No. 2
                                                                         
                  ---------------------------------------
                  (Full Title of the Plan)

                      Ralph Dickenson
                  64 Old Route 522 Drive
                   Middleburg, PA 17842
                 ------------------------       
           (Name and Address of Agent for Service)

                     (570) 837-7114
                     --------------
 (Telephone Number, Including Area Code, of Agent for Service)


IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES
ACT OF 1933,
OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    [ ]

                CALCULATION OF REGISTRATION FEE
          ----------------------------------------------- 
Title of Each                    Proposed             Proposed          
Class of                         Maximum              Maximum          
Amount of
Securities to    Amount to       Price per            Aggregate        
be Registered    be Registered   Unit/Share           Offering Price   

Fee
---------------------------------------------------------------
$0.00001 par 
value common
voting stock     105,000         $1.00                $105,000          

$29.19 (1)
----------------------------------------------------------------
      
       (1)  Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the
exercise price of the options covering the underlying common stock to be
issued under the Plan.
           
                                                                         
                                PART I
Item 1.  Plan Information.
- ------------------------------

     Plan.
     ------
         
         A copy of the Consultant Compensation Agreement No. 2 (the
"Plan")is attached hereto and incorporated
herein by reference.

Item 2.  Registrant Information and Employee Plan Annual Information.
 ------------------------------------------------------------------

     Available Information.
     ---------------------

         Copies of the Plan, 10-KSB Annual Report of the Registrant for
the year ended December 31, 1998, all 10-QSB Quarterly Reports, any
Current Reports and/or proxy or information statements filed with the
Securities and Exchange Commission (the "Commission") during the past
twelve months have been provided to the Plan participants.

         The Registrant also undertakes to furnish, without charge, to
any such participant or person purchasing any of the securities
registered hereby copies of all of such documentation.  Requests should
be directed to Ralph Dickenson, CEO and President, at the address and
telephone appearing on the Cover Page of this Registration Statement.

           Additional information regarding the Registrant may be
reviewed at the Commission's web site www.sec.gov.

                           PART II

            Information Required in the Registration Statement
           
---------------------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
- -----------------------------------------------------------

          The following documents are incorporated by reference into
this Registration Statement and made a part hereof, to wit: 

          (a)  The Registrant's 10-KSB Annual Report for the calendar
year ended December 31, 1998, filed with the Commission on or about
April 14, 1998;            

          (b)  All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;

          (c)  Not applicable.

          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 also be deemed to be incorporated by
reference into this Registration Statement and made a part hereof from
the date of the filing of such documents.

Item 4.  Description of Securities.
- ---------------------------------------

          The Registrant is authorized to issue one class of securities,
being comprised of $0.00001 par value common voting stock.

          The holders of the $0.00001 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation.  All shares of common stock are entitled to one vote on all
matters; there are no pre-emptive rights and cumulative voting is not
allowed.  The common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation of the
Registrant, the holders of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities.

Item 5.  Interest of Named Experts and Counsel.
- --------------------------------------------------------

          Michael L. Labertew, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance
and fully-paid and non-assessable status of the securities covered by
this Registration Statement, owns no shares of common stock of the
Registrant and is not deemed to be an affiliate of the Registrant or a
person associated with an affiliate of the Registrant. See Item 8 below.

Item 6.  Indemnification of Directors and Executive Officers.
- -----------------------------------------------------------

          Under the Delaware General Corporation Law, a corporation has
the power to indemnify any person who is made a party to any civil,
criminal, administrative or investigative proceeding, other than an
action by or in the right of the corporation, by reason of the fact that
such person was a director, officer, employee or agent of the
corporation, against expenses, including reasonable attorneys' fees,
judgments, fines and amounts paid in settlement of any such actions;
provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.

Item 7.  Exemption from Registration Claimed.
- -------------------------------------------

     None.

Item 8.  Exhibits.
- -----------------

Exhibit                                                 
Number                                                 
- -----

  5       Opinion regarding Legality                                     
   

 23.1     Consent of Michael L. Labertew, Esq.

 99.1     Consultant Compensation Agreement No. 2
          
               Counterpart Signature Pages

               Participant Letter

               Participant Response Letters

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:

                      (i)     To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "1933
Act");

                     (ii)     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

                    (iii)     To include any additional or changed
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, only to the extent required by the general rules and
regulations of the Commission.

               (2)  That, for the purpose of determining any liability
under the 1933 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)  That for purposes of determining any liability under the
1933 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 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.

          (h)  Insofar as indemnification for liabilities arising under
the 1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined above or
otherwise, the Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed
in the 1933 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,
executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, executive 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 of
whether such indemnification by it is against public policy as expressed
in the 1933 Act and will be governed by the final adjudication of such
issue.

                                                                    
SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite
the respective signatures hereto.

                                                                         
                      REGISTRANT:

Date: 05/12/99        By /s/ Ralph Dickenson
      --------        ----------------------                             
                      Ralph Dickenson, President and CEO

          Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


Date: 12/21/98        By /s/ Ralph Dickenson
      --------        -----------------------
                      Ralph Dickenson, President and CEO


Date: 12/21/98        By /s/ Verdo Lancaster
      --------        -----------------------
                      Verdo Lancaster, Vice President and Director
                           

Date: 12/21/98        By /s/ Richard Duston
      --------        ---------------------           
                      Richard Duston, 
                      Secretary/Treasurer and Director

        Securities and Exchange Commission File No. 0-21733

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                                                                         
                           EXHIBITS

                              TO

                           FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                       KINGSLEY COACH, INC.


                         EXHIBIT INDEX


Exhibit                             
Number                                                 
- -------

  5       Opinion regarding Legality                                     
   

 23.1     Consent of Michael L. Labertew, Esq.

 99.1     Consultant Compensation Agreement No. 2
          
               Counterpart Signature Pages

               Participant Letter

               Participant Response Letters
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13723}]
{"company-data": {"conformed-name": "KINGSLEY COACH INC", "cik": "0001026488", "assigned-sic": "1000", "irs-number": "870369035", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78369", "film-number": "99619840"}, "business-address": {"street1": "6510 SOUTH ACRES", "city": "HOUSTON", "state": "TX", "zip": "77048", "phone": "8019427722"}, "mail-address": {"street1": "6510 S ACRES", "city": "HOUSTON", "state": "TX", "zip": "77048"}, "former-company": {"former-conformed-name": "MICRO HYDRO POWER INC", "date-changed": "19961105"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                       KINGSLEY COACH, INC.
                (FORMERLY MICRO-HYDRO POWER, INC.)
                       -----------------          

      (Exact Name of Registrant as Specified in its Charter)

               Delaware                87-0369035
               --------                ----------
   (State or Other Jurisdiction    (IRS Employer ID No.)
 of incorporation or organization)
  

                       64 Old Route 522
                     Middleburg, PA 17842
                                                                               
                   -----------------------
             (Address of Principal Executive Offices)
  
                       (570) 837-7114
                       --------------   
          (Issuer's Telephone Number, including Area Code)
                                    
              Consultant Compensation Agreement No. 2
                                                                         
                  ---------------------------------------
                  (Full Title of the Plan)

                      Ralph Dickenson
                  64 Old Route 522 Drive
                   Middleburg, PA 17842
                 ------------------------       
           (Name and Address of Agent for Service)

                     (570) 837-7114
                     --------------
 (Telephone Number, Including Area Code, of Agent for Service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES
ACT OF 1933,
OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    [ ]

                CALCULATION OF REGISTRATION FEE
          ----------------------------------------------- 
Title of Each                    Proposed             Proposed          
Class of                         Maximum              Maximum          
Amount of
Securities to    Amount to       Price per            Aggregate        
be Registered    be Registered   Unit/Share           Offering Price   

Fee
---------------------------------------------------------------
$0.00001 par 
value common
voting stock     105,000         $1.00                $105,000          

$29.19 (1)
----------------------------------------------------------------
      
       (1)  Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the
exercise price of the options covering the underlying common stock to be
issued under the Plan.
           
                                                                         
                                PART I
Item 1.  Plan Information.
- ------------------------------

     Plan.
     ------
         
         A copy of the Consultant Compensation Agreement No. 2 (the
"Plan")is attached hereto and incorporated
herein by reference.

Item 2.  Registrant Information and Employee Plan Annual Information.
 ------------------------------------------------------------------

     Available Information.
     ---------------------

         Copies of the Plan, 10-KSB Annual Report of the Registrant for
the year ended December 31, 1998, all 10-QSB Quarterly Reports, any
Current Reports and/or proxy or information statements filed with the
Securities and Exchange Commission (the "Commission") during the past
twelve months have been provided to the Plan participants.

         The Registrant also undertakes to furnish, without charge, to
any such participant or person purchasing any of the securities
registered hereby copies of all of such documentation.  Requests should
be directed to Ralph Dickenson, CEO and President, at the address and
telephone appearing on the Cover Page of this Registration Statement.

           Additional information regarding the Registrant may be
reviewed at the Commission's web site www.sec.gov.

                           PART II

            Information Required in the Registration Statement
           
---------------------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
- -----------------------------------------------------------

          The following documents are incorporated by reference into
this Registration Statement and made a part hereof, to wit: 

          (a)  The Registrant's 10-KSB Annual Report for the calendar
year ended December 31, 1998, filed with the Commission on or about
April 14, 1998;            

          (b)  All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;

          (c)  Not applicable.

          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 also be deemed to be incorporated by
reference into this Registration Statement and made a part hereof from
the date of the filing of such documents.

Item 4.  Description of Securities.
- ---------------------------------------

          The Registrant is authorized to issue one class of securities,
being comprised of $0.00001 par value common voting stock.

          The holders of the $0.00001 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation.  All shares of common stock are entitled to one vote on all
matters; there are no pre-emptive rights and cumulative voting is not
allowed.  The common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation of the
Registrant, the holders of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities.

Item 5.  Interest of Named Experts and Counsel.
- --------------------------------------------------------

          Michael L. Labertew, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance
and fully-paid and non-assessable status of the securities covered by
this Registration Statement, owns no shares of common stock of the
Registrant and is not deemed to be an affiliate of the Registrant or a
person associated with an affiliate of the Registrant. See Item 8 below.

Item 6.  Indemnification of Directors and Executive Officers.
- -----------------------------------------------------------

          Under the Delaware General Corporation Law, a corporation has
the power to indemnify any person who is made a party to any civil,
criminal, administrative or investigative proceeding, other than an
action by or in the right of the corporation, by reason of the fact that
such person was a director, officer, employee or agent of the
corporation, against expenses, including reasonable attorneys' fees,
judgments, fines and amounts paid in settlement of any such actions;
provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.

Item 7.  Exemption from Registration Claimed.
- -------------------------------------------

     None.

Item 8.  Exhibits.
- -----------------

Exhibit                                                 
Number                                                 
- -----

  5       Opinion regarding Legality                                     
   

 23.1     Consent of Michael L. Labertew, Esq.

 99.1     Consultant Compensation Agreement No. 2
          
               Counterpart Signature Pages

               Participant Letter

               Participant Response Letters

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:

                      (i)     To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "1933
Act");

                     (ii)     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

                    (iii)     To include any additional or changed
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, only to the extent required by the general rules and
regulations of the Commission.

               (2)  That, for the purpose of determining any liability
under the 1933 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)  That for purposes of determining any liability under the
1933 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 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.

          (h)  Insofar as indemnification for liabilities arising under
the 1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined above or
otherwise, the Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed
in the 1933 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,
executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, executive 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 of
whether such indemnification by it is against public policy as expressed
in the 1933 Act and will be governed by the final adjudication of such
issue.

                                                                    
SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite
the respective signatures hereto.

                                                                         
                      REGISTRANT:

Date: 05/12/99        By /s/ Ralph Dickenson
      --------        ----------------------                             
                      Ralph Dickenson, President and CEO

          Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Date: 12/21/98        By /s/ Ralph Dickenson
      --------        -----------------------
                      Ralph Dickenson, President and CEO

Date: 12/21/98        By /s/ Verdo Lancaster
      --------        -----------------------
                      Verdo Lancaster, Vice President and Director
                           

Date: 12/21/98        By /s/ Richard Duston
      --------        ---------------------           
                      Richard Duston, 
                      Secretary/Treasurer and Director

        Securities and Exchange Commission File No. 0-21733

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                                                                         
                           EXHIBITS

                              TO

                           FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                       KINGSLEY COACH, INC.

                         EXHIBIT INDEX

Exhibit                             
Number                                                 
- -------

  5       Opinion regarding Legality                                     
   

 23.1     Consent of Michael L. Labertew, Esq.

 99.1     Consultant Compensation Agreement No. 2
          
               Counterpart Signature Pages

               Participant Letter

               Participant Response Letters