UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): February 28, 2006 INTERNAL HYDRO INTERNATIONAL, INC. ___________________________________________________________ (Exact Name of Registrant As Specified in Its Charter) FLORIDA 000-29743 88-0109143 ________________________________________________________________________________ (State Or Other Jurisdiction (Commission File Number) (IRS Employer Of Incorporation Or Organization) Identification No.) 334 S. Hyde Park Avenue, Tampa, Florida 33606 ______________________________________________________________________ (Address of Principal Executive Offices, Including Zip Code) (813) 286-7144 ___________________________________________________________________ (Registrant's Telephone Number, Including Area Code) 607 W. Martin Luther King, Jr. Blvd., Tampa, Florida 33603 ________________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On February 28, 2006, it was voted upon by the current Board of Directors that Arthur C. Tanner be appointed as Chief Financial Officer effective March 1, 2006. 1 DIRECTORS AND EXECUTIVE OFFICERS Set forth below is the name, age, and position of the new executive officer of the Company: Name Age Office - ------------------ ----- ----------------------- Arthur C. Tanner 41 Chief Financial Officer Family Relationships There is no family relationship between or among the executive officer and directors and other officers of the Company. Business Experience Set forth below is certain biographical information, present occupation and business experience for the past five years of each new director or executive officer of the Company. ARTHUR C. TANNER Mr. Tanner has a degree in accounting and computer science from Walsh University, and a law degree from The Ohio State University. Mr. Tanner also holds certifications in General Securities-Series 7, General Securities Principal-Series 24, Financial & Operations Principal-Series 27, Uniform Investment Advisor-Series 66, Uniform Securities Agent-Series 63, and is actively pursuing CPA candidacy. Mr. Tanner worked for five years for Circle Group Holdings AMEX:CXN where he performed the duties of CFO/Financial and Operations Principal, and Chief Compliance Officer. Mr. Tanner previously worked for UBM Construction & Engineering, Inc., as Corporate Controller. Mr. Tanner's extensive background also includes years of experience in financial consulting, international tax planning, IT audit, and internal audit. EMPLOYMENT AGREEMENTS We have an employment agreement with Mr. Tanner which includes a one year term of service effective March 1, 2006 through February 28, 2007. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There are no related party transactions related to Mr. Tanner. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 28, 2006 INTERNAL HYDRO INTERNATIONAL, INC. By: /S/ CRAIG HUFFMAN ----------------------------------- Craig Huffman, President 2