QuickLinks-- Click here to rapidly navigate through this documentSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

Hydromaid International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------
(4) Date Filed:

------------------------------------------------------------------------

Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

HydroMaid International, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
HYDROMAID INTERNATIONAL, INC.
1350 East Draper Parkway
Draper, Utah 84020

PROXY STATEMENT

April 19, 2001

----------------------

November 20, 2002
SOLICITATION OF PROXIES

DATE, TIME, AND PLACE
Date, Time, and Place
This Proxy Statement and the accompanying proxy/voting instruction form ("Proxy Form") are being mailed beginning on or about the date shown above,December 2, 2002, to holders of common shares (the "Stockholders") in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or "Board") of HYDROMAID INTERNATIONAL, INC., a Nevada corporation (the "Company"), to be used at the Annual Meeting of Stockholders (the "Meeting"), to be held May
19, 2001 at 1:00 P.M. (Mountain Standard Time) on Saturday, January 11, 2003 in the Amethyst Ball Room of the Downtown Salt Palace Convention Center, 90Lake City Marriott Hotel, 220 South West Temple,State Street, Salt Lake City, Utah 84101, telephone84111. The phone number (801) 521-2822, at 4:00 p.m. local time, or
any adjournment thereof.

QUORUM AND VOTINGfor the Marriott Hotel is 801-961-8700.
Quorum and Voting
Proxies are solicited to give all Stockholders of record at the close of business on April 12, 2001November 22, 2002 (the "Record Date"), an opportunity to vote on matters that come before the Meeting. This procedure is necessary because Stockholders live in various states and many may not be able to attend the Meeting. Shares of Common Stock (the "Shares") can be voted only if the Stockholder is present in person or is represented by proxy. The presence, in person or by proxy, of the holders of a majority of the total outstanding voting Shares is necessary to constitute a quorum at the Meeting.
When your Proxy Form is returned properly signed, the Shares represented will be voted in accordance with your directions. You can specify your choices by marking the appropriate boxes on the enclosed Proxy Form. If your Proxy Form is signed and returned without specifying choices, the Shares will be voted as recommended by the Board of Directors. Abstentions marked on the Proxy Form and broker non-votes are voted neither "for" nor "against" items being voted upon, but are counted in the determination of a quorum.
As of the Record Date, there were 26,914,53826,974,538 Shares outstanding. Each outstanding Share is entitled to one vote on each matter properly brought before the Meeting other than the election of Directors if any stockholders elect to vote by cumulative voting.
No stockholder may cumulate votes in the election of directors unless the candidates' names have been placed in nomination prior to commencement of the voting and the stockholder has given notice at the Meeting, prior to the voting, of the stockholder's intention to cumulate votes. If any stockholder has given such a notice, then every stockholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which that stockholder's shares are entitled, or distribute the stockholder's votes on the same principle among any or all of the candidates, as the stockholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.
1

SOLICITATION AND COST

Solicitation and Cost
The Company will bear all costs and expenses related to this solicitation of proxies by the Board of Directors, including the costs of preparing, printing, and mailing to the Stockholders this Proxy Statement and accompanying materials. In addition to the solicitation of proxies by use of the mails, the Directors, Officers, and employees of the Company, without receiving additional compensation, may solicit proxies personally, by telephone, or by any other means of communication.

REVOCABILITY OF PROXY
Revocability of Proxy
If you wish to give your proxy to someone other than the persons designated by the Board of Directors, all names appearing on the enclosed Proxy Form must be crossed out and the name of another person or persons inserted. The signed Proxy Form must be presented at the Meeting by the person or persons representing you. You may revoke your proxy at any time before it is voted at the Meeting by executing a later-dated proxy, by voting by ballot at the Meeting, or by filing a written revocation of your proxy with the Company before the Meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN THE
ACCOMPANYING PROXY FORM WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Your vote is important. Accordingly, you are urged to sign and return the accompanying Proxy Form whether or not you plan to attend the Meeting. If you do attend, you may vote by ballot at the Meeting, thereby canceling any proxy previously given.
As a matter of policy, proxies, ballots, and voting tabulations that identify individual Stockholders are kept private by the Company. Such documents are available for examination only by the inspectors of election and certain personnel associated with processing Proxy Forms and tabulating the vote. The vote of any Stockholder is not disclosed except as may be necessary to meet legal requirements.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

VOTING SECURITIES
Voting Securities
As of the Record Date for the Annual Meeting of Stockholders, the number of issued and outstanding shares of Common Stock totaled 26,914,538.

PRINCIPAL STOCKHOLDERS26,974,538.
Principal Stockholders
The following table sets forth information concerning the beneficial ownership of the Company's Shares as of December 31, 2000November 22, 2002 for (i) each current Director and each nominee for Director (ii) each named executive officer of the Company as defined in 402(a)(2) of Regulation S-B of the Securities Act of 1933 ("Named Executive Officers"), (iii) all persons known by the Company to beneficially own
2

more than 5% of the Company's voting Shares, and (iv) all officersNamed Executive Officers and Directors of the Company as a group. See also "Certain Relationships and Related Transactions" below.

AMOUNT AND NATURE PERCENTAGE OF
NAME TITLE OF OWNERSHIP(1)(2) CLASS(3)
- ----------------------------------------- ---------------------------- ----------------- -------------

Culley W. Davis (4) CEO and Chairman 530,923 1.9%
Family Legacy, Ltd. (5) Beneficial Owner 3,325,524 12.4%
Mark S. Brewer (6) Vice President and Director 209,333 *
John W. Nagel (7) CFO and Director 118,334 *
Bruce H. Haglund (8) Secretary and Director 177,667 *
J. Steven Young Director 170,000 *
George Taylor Munroe (9) Beneficial Owner 1,892,500 7.0%
Bart C. Warner (10) Beneficial Owner 1,540,333 5.7%
All Directors and Executive Officers as a Group (11) 4,531,781 16.3%

- -------------------

Name
Title Amount and Nature
of Ownership(1)(2) Percentage of
Class(3)
Mark S. Brewer(4) Vice President and Director 279,333 1.0 %
Bruce H. Haglund(5) Secretary and Director 211,000 *
Culley W. Davis(6) Director Nominee 3,952,947 14.3
Bart C. Warner(7) Beneficial Owner 1,547,000
All Directors and Executive Officers as a Group(8) 4,442,780 16.1 %
*
Less than one percent.

(1)
Unless otherwise noted, the Company believes that all Shares are beneficially owned and that all persons named in the table or family members have sole voting and investment power with respect to all Shares owned by them. Unless otherwise indicated, the contact address of each individual is 1350 East Draper Parkway, Draper, Utah 84020.

(2)
A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options.

(3)
Assumes 26,914,53826,974,538 shares outstanding plus, for each individual, any securities that such individual has the right to acquire upon exercise of presently exercisable stock options. Each beneficial owner's percentage of ownership is determined by assuming that options or warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof have been exercised.

(4)
Includes options to purchase 48,333150,000 shares at an exercise price of $.25, 225,00033,333 shares at an exercise price of $1.00, and 216,667 shares at an
exercise price of $5.50.

(5) Family Legacy, Ltd. is a Utah limited partnership, the General Manager of
which is Eagle Gate, LC for which Culley W. Davis serves as the Operating
Manager.

(6) Includes options to purchase 100,000 shares at an exercise price of $.25,
16,666 shares at an exercise price of $1.00, 6,66710,000 shares at an exercise price of $5.00, and 50,000 shares at an exercise price of $5.50.

(7)

(5)
Includes options to purchase 26,667 shares at an exercise price of $.25,
25,000 shares at an exercise price of $1.00, 6,667 shares at an exercise
price of $5.00, and 50,000 shares at an exercise price of $5.50.

(8) Includes options to purchase 66,667100,000 shares at an exercise price of $.25, 25,000 shares at an exercise price of $1.00, and 50,000 shares at an exercise price of $5.50.

(9) George Taylor Munroe directly owns 20,500 shares. He acts as a Trustee for
seven trusts that own

(6)
Includes options to purchase 100,000 shares at an exercise price of $.25, 225,000 shares at an exercise price of $1.00, and 300,000 shares at an exercise price of $5.50. All of the other 1,872,0003,355,447 shares indicated.owned by Mr. Munroe's
address is 889 South Williams Street, Denver, Colorado 80209.

(10)Davis are pledged to the Bart C. Warner directly owns 294,000 shares. He acts as aRevocable Trust. Although Mr. Davis has voting power over such shares, Bart C. Warner, Trustee for three
trustsof the Bart C. Warner Revocable Trust has dispositive power.

(7)
Does not include 3,355,447 shares owned by Culley W. Davis that ownare pledged to the other 1,246,333 shares indicated.Bart C. Warner Revocable Trust. See Note 6 above. Mr. Warner's address is 2240 South 5370 West, West Valley City, Utah 84120.

(11)

(8)
Includes options to purchase 241,667322,500 shares at an exercise price of $.25, 491,667283,333 shares at an exercise price of $1.00, 13,33310,000 shares at an exercise price of $5.00, and 366,667400,000 shares at an exercise price of $5.50.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 2000, the Company granted a total of 500,000 non-statutory
stock options, outside of the Company's existing stock option plan to the
following persons: Robert C. Gay, 200,000 options, a former director of the
Company; Culley W. Davis, 225,000 options; Lester W.B. Moore, a consultant to
the Company, 50,000 options;
Certain Relationships and Bruce H. Haglund, 25,000 options. All of the
options granted are exercisable at $1.00 per share and expire 10 years after the
date of grant.Related Transactions
On November 8, 2000, the Company extended a $300,000 loan to Lighthouse Capital, Inc., which is solely owned by entities controlled by Culley W. Davis. The note pertaining thereto bears interest at the rate of 6.2 percent per annum and is payable on or before November 8, 2001. On December 31, 2001, the Company, Lighthouse Inc. and Liquitek Enterprises, Inc. agreed that Liquitek Enterprises, Inc. would assume the responsibility for this $300,000 loan and accrued interest in consideration for Liquitek Enterprises, Inc. being relieved of its obligation to Lighthouse, Inc.
3

In October 2000, the Company entered into a month-to-month lease with Lighthouse Capital, Inc., which is solely owned by entities controlled by Culley W. Davis. The monthly lease payment totals $9,200. John W. Nagel, the Company's Chief Financial Officer and a Director is the
brother-in-law of the Company's legal counsel, Bruce H. Haglund, who also serves
as a Director and the Secretary ofIn November 2001, the Company and is a stockholder.terminated this month-to-month lease.
Gibson, Haglund & Paulsen, the Company's attorneys, were paid approximately $150,000$77,000 and $230,000$150,000 in legal fees for services rendered during 20002001 and 1999,2000, respectively. Bruce H. Haglund, a Director, the Secretary, and stockholder of the Company, is a member of the law firm.
On October 20, 1999, J. Steven Young was appointed as a Director of the Company. For his service as a Director and a consultant for a two-year period, the Company entered into an agreement with Mr. Young providing that the Company will compensate him by issuing a total of 300,000 shares of the Company's Common Stock. The Company issued 200,000 shares for the first year of service and recorded compensation expense of approximately $974,000 and $239,000 for the years ended December 31, 2000 and 1999, respectively. The additional 100,000
shares for the second year of service have not been issuedMr. Young resigned as a member of the dateboard of this Proxy Statement, and Mr. Young has agreed that the additional shares will
be issued as he performs consulting services in the future.

During 1999, Culley W. Davis, the Company's Chief Executive Officer,
purchased 745,000 sharesdirectors of the Company's private stock offering for $3,200,000
cash infusion.

COMPLIANCE WITH SECTIONCompany in August 2001.
Compliance With Section 16(a) OF THE EXCHANGE ACTof the Exchange Act
Section 16 (a)16(a) of the Securities Exchange Act requires the Company's officers, Directors, and persons who own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the SEC. Officers, Directors, and greater than 10% beneficial owners are required by Securities and Exchange Commission ("SEC") regulation to furnish the Company with copies of all Section 16 (a)16(a) forms they file. Officers
of the Company did not file Form 4 regarding some shares acquired and options
granted to them during 2000. Forms 4 and 5 were filed in 2001 regarding the
transactions during 2000; accordingly, theThe Company believes all filing requirements applicable to its Officers, Directors, and greater than 10% beneficial owners have now beenwere complied with.

BOARD OF DIRECTORSwith in 2001.
Board of Directors
The Board of Directors has the responsibility for establishing broad corporate policies and for overseeing the overall performance of the Company. However, in accordance with corporate governance principles, the Board is not involved in day-to-day operating details. Members of the Board of Directors are kept informed of the Company's business through discussions with the Chairman and other officers, by reviewing analyses and reports sent to them, and by participating in Board and committee meetings. The Board held threefour meetings during 2000.2001. All Directors attended more than 75% of the Meetings held.

COMMITTEES OF THE BOARD
Committees of the Board
During 1999, the Board of Directors established a number of committees, including a Finance Committee, an Audit Committee, and a Compensation Committee, each of which is briefly described below. Upon the election of Directors at the Meeting, the Committees will be reconstituted for the ensuing year.
The Finance Committee was established to oversee Company expenditures and approve contracts entered into by the Company requiring the payment of $50,000 or more. The Committee consists of Culley W. Davis, John W. Nagel,Bruce H. Haglund and Mark S. Brewer. There is one vacancy on the Compensation Committee at this time.
The Audit Committee was established to meet with management to consider the adequacy of the internal controls and the objectivity of financial reporting; the committee meets with the independent auditors and with appropriate Company financial personnel about these matters. The committee recommends to the Board of Directors the appointment of the independent auditors, subject to ratification by the Stockholders at the Annual Meeting. The independent auditors periodically meet alone with the committee and always have unrestricted access to the committee. The committee
4

consists of John W. Nagel, Mark S. Brewer and Bruce H. Haglund. There is one vacancy on the Audit Committee at this time.
The Compensation Committee negotiates employment contracts, recommends to the Board of Directors compensation for officers, Directors, and employees, and administers management incentive compensation plans, including stock option plans. The committee consists of Culley W. DavisMark S. Brewer and Bruce H. Haglund. There is one vacancy on the Compensation Committee at this time.

COMPENSATION OF DIRECTORS
Compensation of Directors
The Company's policy is not to pay cash compensation to directors who are employees or consultants of the Company for their services as directors, but reimburses reasonable out-of-pocket expenses of directors for attendance at meetings. The Company has agreed to issue Mr. Young a total
Limitation of 300,000 shares of
the Company's Common Stock, 200,000 shares the first year of serviceLiability and 100,000
shares the second year of service. See "Certain Relationships and Related
Transactions" above. In 2000, all other Directors received options to purchase
shares of Common Stock at $1.00 per share as reflected in the beneficial
ownership table on page 3 hereof.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERSIndemnification Matters
The Company's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Nevada law. Such limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

5
The Company's Bylaws provide that the Company shall indemnify its directors and executive officers and may indemnify its other officers and employees and other agents to the fullest extent permitted by law. The Company believes that indemnification under its Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company's Bylaws also permit it to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Bylaws permit such indemnification.
At present, there is no pending litigation or proceeding involving any director, officer, employee, or agent of the Company where indemnification will be required or permitted. The Company is not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

ELECTION OF DIRECTORS
(ITEM
(Item 1 ON PROXY FORM)on Proxy Form)
The Bylaws of the Company provide for the Directors to number at least three and no more than seven. FiveThree members of the Board of Directors are to be elected at the Meeting. The Board intended to fill vacancies on the Board with independent Board members to be approved by the Board. The nominees selected by the Board of Directors for election by the Stockholders are listed on the following pages. Stockholders have cumulative voting rights when voting for Directors; accordingly, any Stockholder may multiply the number of Shares he or she is entitled to vote by the number of Directors to be elected and allocate votes among the candidates in any manner provided such candidate was in nomination prior to the meeting. Stockholders may exercise such cumulative voting rights, either in person or by proxy, with or without advance notice to the Company. Any Shares not voted, whether by abstention, broker non-vote, or otherwise, have no impact on the vote.
The Board of Directors intends to vote proxies equally for the nominees unless otherwise instructed on the Proxy Form. If you do not wish your Shares to be voted for particular nominees, please identify the exceptions in the designated space provided on the Proxy Form. If at the time of the Meeting one or more of the nominees have become unavailable to serve, Shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Board of Directors.
5
Directors elected at the Meeting will hold office until the next Annual Meeting or until their successors have been elected and qualified. For each nominee there follows a brief listing of principal occupation for at least the past five years, other major affiliations, and age as of April 1, 2001.

NOMINEES FOR ELECTION AS DIRECTORSNovember 20, 2002.
Nominees for Election as Directors
The names, ages, and positions of the nominees for election as Directors are as follows:
NAME AGE POSITION WITH THE COMPANY FIRST ELECTED
---- --- ------------------------- -------------
Name
Age Position with the Company First Elected
Mark S. Brewer 45 VP—Marketing, Director 1998
Bruce H. Haglund 51 Secretary, Director 1998
Culley W. Davis 46 Director Nominee **Mark S. Brewer, Director and Vice President—Marketing
Mark S. Brewer served as Vice President and a member of the Board of Directors of the Company since 1997. Mr. Brewer also serves as President of Search International and Onkli, Incorporated. Search International was founded by Mr. Brewer in 1990 for the purpose of developing and marketing new products. He founded Onkli, Incorporated in 1991 for the purpose of creating and packaging consumer houseware products. In 1979, Mr. Brewer joined Advertising Professionals, a full service advertising agency that he acquired in 1989 and operated until 1996. Mr. Brewer is also a member of the Audit and Compensation Committees of the Board.
Bruce H. Haglund, Director and Secretary
Bruce H. Haglund served as a Director and Secretary of the Company since 1992. Mr. Haglund is a principal in the law firm of Gibson, Haglund & Paulsen, with offices in Irvine, California, and Sandy, Utah. Mr. Haglund has been engaged in the private practice of law since 1980. He is a graduate of the University of Utah College of Law. Mr. Haglund is also a member of the Audit and Compensation Committees of the Board.
**Culley W. Davis 45 CEO, Chairman, Director 1998
Bruce H. Haglund 49 Secretary, Director 1998
John W. Nagel 60 CFO, Director 1998
Mark S. Brewer 43 VP Marketing, Director 1998
J. Steven Young 39 Director 1999

CULLEY W. DAVIS, DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICERDavis, Director Nominee
Culley W. Davis was a founder of Environmental Systems & Solutions, Inc.
("ESSI"), a predecessor of the Company. Since ESSI's inception in 1992, he held
various positions includingCompany and was its Chief Executive Officer, Chairman of the Board, and Director, which positionsa member of the Board of Directors from 1992 until December 2001 when he assumed in December 1998 when the Company acquired
ESSI. Since 1992, Mr. Davis has also servedresigned as Chief Executive Officer, Chairman of the Board, and a member of Liquitek
Enterprises, Inc. and its predecessor, Dancor, Inc. (jointly referred to
"Liquitek"), whose stock is

traded on the OTC Bulletin Board. He served as the Chief Executive OfficerBoard of Liquitek from 1992 until August 2000. From 1989 until 1992,Directors. Since January 2002, Mr. Davis was
President and Chief Executive Officer of Lubrication Research, Inc., a companyhas been engaged in consulting activities for various start-up entities and real estate developments. In March 2002, Mr. Davis filed for protection under Chapter 7 of the development and marketing of technology usedfederal bankruptcy laws in the automobile
industry. DuringU.S. Bankruptcy Court for the periodDistrict of 1984 until 1990,Utah. Mr. Davis founded and served as
President of Vencor International, Inc.,has not yet been issued a developer of form-fitted, reusable,
cloth diapers for medical and non-medical applications.general discharge. In May, 1996, Mr. Davis entered into a stipulation for judgment and permanent injunction with the Department of Finance of the State of Idaho in connection with a complaint filed by the State of Idaho alleging that Mr. Davis violated provisions of the Idaho Securities Act. In accordance with the injunction, Mr. Davis paid a $50,000 fine to the state and was permanently enjoined from violating the Idaho Securities Act, from offering or selling unregistered securities in Idaho, and from transacting securities business in Idaho without applicable securities licenses.

BRUCE H. HAGLUND, DIRECTOR AND SECRETARY

Bruce H. Haglund served as a Director and Secretary of ESSI from 1992 until
December 1998 and has served in the same positions for the Company since
December 1998. Mr. Haglund is a principal in the law firm of Gibson, Haglund &
Paulsen, with offices in Orange County, California, and Sandy, Utah, where he
has been engaged in the private practice of law since 1980. He is a member of
the Board of Directors and the Secretary of Metalclad Corporation, a public
company whose stock is traded on the Nasdaq Small Cap Market. Mr. Haglund is
also the Secretary and a member of the Board of Directors of Aviation
Distributors, Inc. and serves as the Secretary of Liquitek Enterprises, Inc.,
public companies whose stocks are traded on the OTC Bulletin Board. He is a
graduate of the University of Utah College of Law.

JOHN W. NAGEL, DIRECTOR AND CHIEF FINANCIAL OFFICER

John W. Nagel joined ESSI as its Chief Financial Officer and a member of
the Board of Directors in October 1998, and has served in the same capacities
with the Company since December 1998. He also currently serves as Chief
Financial Officer of Liquitek Enterprises, Inc. Mr. Nagel served as Director of
Finance for a network affiliate television station in New Orleans, Louisiana,
from 1988 through 1998. During the period of 1983 to 1988, he was the operator
and part owner of several franchised ice cream parlors. From 1980 to 1983, Mr.
Nagel held positions in administration and management for
Vote Required
The Nautilus Group,
Inc., a private venture capital firm. From 1968 to 1980, Mr. Nagel worked for
Arthur Andersen & Co. in numerous capacities related to consulting for the
design and implementation of computer-based management information systems. He
served as an officer in the U.S. Navy Supply Corps from 1962 to 1966. Mr. Nagel
has an M.B.A. degree from Harvard University and a B.S. degree in accounting
from The Ohio State University.

MARK S. BREWER, DIRECTOR AND VICE PRESIDENT, MARKETING

Mark S. Brewer served as Vice President and a member of the Board of
Directors of ESSI from 1997 and has continued in the same capacities with the
Company since December 1998. Mr. Brewer also serves as President of Search
International and Onkli, Incorporated. Search International was founded by Mr.
Brewer in 1990 for the purpose of developing and marketing new products. He
founded Onkli, Incorporated in 1991 for the purpose of creating and packaging
consumer houseware products. In 1979, Mr. Brewer joined Advertising
Professionals, a full service advertising agency which he acquired in 1989 and
operated until 1996.

J. STEVEN YOUNG, DIRECTOR

J. Steven Young has served as a Director of the Company since October 1999.
Mr. Young holds the honor of the highest quarterback rating in National Football
League ("NFL") history. Mr. Young was a member of the NFL from 1985 through 1999
and received numerous NFL and collegiate awards, including, but not limited to,
Most Valuable Player of Super Bowl XXIX, Sports Illustrated and Sporting News'
1994, 1993 and 1992 Player of the Year, NFL's Most Valuable Player 1994 and
1992, a Consensus 1983 All-American and Heisman Trophy Winner Runner-up.
Throughout his NFL history, Mr. Young provided marketing endorsements at various
times for Nike, Sprint, VISA, Sun Microsystems, Power Bar, Pert Plus, National
Dairy Association, Wheaties, and Advil. In 1993, Mr. Young established the
Forever Young Foundation, an international, non-profit public charity, based in
Los Altos, California, that provides funding for charitable organizations which
encourage the development, security, strength, and spiritual vitality of the
family. Mr. Young is currently a spokesperson for The Children's Miracle
Network, NFL F.A.C.T., a national program promoting education for youth, and NFL
P.L.A.Y. Football. In 1994, Mr. Young received his Juris Doctorate degree from
Brigham Young University College of Law.

VOTE REQUIRED

The fivethree Director nominees receiving the highest number of votes will be elected. Management intends to vote "FOR" all of the Director nominees set forth above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE
The Board of Directors unanimously recommends that the Company's Stockholders vote "FOR" THE ELECTION OF THE FOREGOING SLATE OF NOMINEES FOR THE
BOARD OF DIRECTORS, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE.

EXECUTIVE OFFICERSthe election of the foregoing slate of nominees for the Board of Directors, and your proxy will be so voted unless you specify otherwise.
6

Executive Officers
The name and position of the Company's executive officers who are not also nominees for Directors are as follows:

PAUL
Paul A. KUJANPAA, VICE PRESIDENT, MANUFACTURINGKujanpaa, Vice President, Manufacturing
Mr. Kujanpaa has been Vice President of Manufacturing for ESSI and the Company since July 1998. From 1997 to 1998 he served as Senior Manager of Order Fulfillment and Logistics for Haworth, Inc. From 1994 until 1997 Mr. Kujanpaa was a Management Consulting Manager for Grant Thornton LLP, the country's seventh largest accounting and management consulting firm. During the period of 1991 to 1993 he held the position of Senior Management Consultant for Booz, Allen & Hamilton, an international management consultingmanagement-consulting firm ranked among the top five in the world. From 1989 until 1991, Mr. Kujanpaa worked as Management Consultant for A.T. Kearney Incorporated, an international management consultingmanagement-consulting firm based in Chicago, Illinois. During the period of 1988 to 1989, Mr. Kujanpaa was a partner of and Engineer Consultant for Metz and Associates Incorporated, a manufacturing engineering consulting firm that was sold to A.T. Kearney Incorporated in 1989. From 1986 to 1988 he held the position of Manufacturing Engineering Consultant for Ingersoll Engineers Incorporated of Rockford, Illinois. Mr. Kujanpaa received his B.S. in Manufacturing Engineering from Brigham Young University.

RONALD
Ronald M. TURNER, VICE PRESIDENT, SALESTurner, Vice President, Sales
Ronald M. Turner joined the Company as National Sales Director in late 1999 and was promoted to Vice President, Sales in October 2000. Mr. Turner, a Certified Marketing Executive, came to the Company from the position of Executive Director of Sales and Marketing Executives of Madison, Inc., a position he held for eight years. He spent the previous 28 years in sales management with the American Breeders Service where he consistently exceeded his annual sales goals. Mr. Turner studied sales management and marketing at Syracuse University and holds a B.S.B. S. degree from Utah State University.

REPORT ON EXECUTIVE COMPENSATION
The Company's compensation programs are designed to link executives' compensation to the performance of the Company. The annual salary paid to executives over the past three years reflect fixed amounts that are deemed competitive for executives with comparable ability and experience in the industry.
Compensation of Officers
The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated to the Company's Chief Executive Officer and all officers whose compensation exceeded $100,000 for the year. Management of the Company was completely replaced in conjunction with the reorganization between the Company and ESSI.
7

Summary Compensation Table

Annual Compensation Long-Term Compensation

Awards Payouts
Name and Principal Position
Year Salary
($) Bonus
($) Other Annual
Compensation ($) Restricted
stock ($) Options/
SARs (#) LTIP
Payouts ($) All
Other(1)
Culley W. Davis, Chairman, CEO(1) 2001
2000
1999 30,000
240,000
115,845 —
—
— 110,000
—
— (3)

—
—
— —
225,000
300,000
(4)
(5) —
—
— —
—
—
Ronald L. LaFord, President(1)(2) 2001
2000
1999 68,650
120,000
96,000 —
—
— —
—
— —
—
— —
—
60,000

(6) —
—
— —
—
—
(1)
The remuneration described in the table does not include the cost to the Company of benefits furnished to the named executive officers, including premiums for health insurance and other personal benefits provided to such individual that are extended to all employees of the Company in connection with their employment. The value of such benefits cannot be precisely determined; however, the executive Officers named above did not receive other compensation in excess of the lesser of $50,000 or 10% of such Officers' cash compensation.

(2)
Mr. LaFord's services as President were terminated as of January 1, 2001 and he received severance pay through July 15, 2001.

(3)
During the year 2001, the Company paid Lighthouse, Inc., a corporation wholly owned by Mr. Davis, management consulting fees for services rendered by Mr. Davis as Chief Executive Officer.

(4)
In December 2000, Mr. Davis was granted a non-statutory stock option to purchase 225,000 shares of common stock in the Company at $1.00 per share that expires on December 31, 2010.

(5)
In September 1999, Mr. Davis was granted stock options to purchase 300,000 shares of common stock of the Company exercisable at $5.50 per share, which vest in three equal installments on January 1, 2000, 2001, and 2002. Of the 300,000 options, 50,000 expire ten years from the date of grant and 250,000 expire five years from the date of grant.

(6)
In September 1999, Mr. LaFord was granted stock options to purchase 60,000 shares of common stock in the Company, of which 50,000 are exercisable at $5.50 per share and 10,000 are exercisable at $5.00 per share, all of which vest in three equal installments on January 1, 2000, 2001, and 2002, and all of which expire ten years from the date of grant.
Option Grants in Last Fiscal Year—Individual Grants
There were no new option grants during the fiscal year ended December 31, 2001.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth the number of options, both exercisable and unexercisable, held by each of the named executive officers of the Company and the value of any in-the-money options at December 31, 2001 (assuming a market value of $.08 on December 31, 2001):
Name
Shares Acquired
Upon Exercise Value
Realized Value of Number of
Unexercised Options
At Fiscal Year-End
Exercisable/Unexercisable Unexercised
In-the-Money Options
at Fiscal Year-End
Exercisable/Unexercisable
Culley W. Davis -0- -0- 490,000/107,500 $-0-/$-0-
Ronald L. LaFord -0- $ -0- 126,667/-0- $-0-/$-0-8
Report of Compensation Committee
November 15, 2002
HydroMaid International, Inc.
1350 East Draper Parkway
Draper, Utah 84020
As the Compensation Committee of HydroMaid International, Inc. (the "Company"), it is our duty to review and recommend the compensation levels for members of the Company's management, evaluate the performance of management, and administer the Company's various incentive plans.
The policies and underlying philosophy governing the Company's compensation program have been to (i) maintain a comprehensive program that is as competitive in the marketplace as the Company's limited resources for such a program to permit, (ii) provide opportunities integrating salary and stock options to compensate short and long-term performance of management, (iii) recognize and reward individual accomplishments, (iv) allow the Company to retain seasoned executives who are essential to the Company's success.
In determining management's compensation, this Committee evaluates the compensation paid to management based on their performance, experience, and contribution to the financial performance of the Company. The Committee also takes into account such relevant external factors as general economic conditions, industry compensation comparisons, and geographical compensation comparisons.
Management compensation is composed of salary and options to purchase shares of Common Stock at the fair market value on the date of grant.
The base salaries for executive officers are determined by evaluating the responsibilities of the positions held, the individual's experience, the competitive marketplace, the individual's performance of responsibilities, the individual's overall contribution to the Company, and the Company's resources.
The Committee considers and recommends stock option grants under the Company's stock option plans for key employees and others who make substantial contributions to the long-term financial success of the Company. The Company and the Committee believe that stock options provide strong incentive to increase the value of stockholders' interests. Stock options grants are believed by the Committee to help focus management on the long-term success of the Company. The amount of any stock option grant is based primarily on an individual's responsibilities and position with the Company. Individual awards of options are affected by the Committee's subjective evaluation of factors it deems appropriate such as the assumption of responsibilities, competitive factors and achievements.
At the current time, because of the Company's limited resources, the Company is not paying salaries to anyone other than Mark S. Brewer, our Vice President—Marketing ($85,000 per year), our Controller ($75,000) per year, and two staff members. Our Vice President—Production and Vice President—Sales have not been paid and have not accrued any salary since August 2002.
Compensation Committee

/s/ MARK S. BREWER
Mark S. Brewer, Chairman

/s/ BRUCE H. HAGLUND
Bruce H. Haglund, Member
9

RATIFICATION OF APPOINTMENT OF AUDITORS
(ITEM
(Item 2 ON PROXY FORM)

GENERALon Proxy Form)
General
In conjunction with a merger and reorganization of ESSI and the Company, the Company changed auditors in January 1999. The Company's former accountants, Jones, Jensen & Co., were dismissed effective January 26, 1999, and Squar, Milner, Reehl & Williamson, LLP ("Squar Milner"), were appointed as the Company's principal accountants. There were no disagreements with the former accountants and are no disagreements with the current accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. At a meeting on March 23, 2001, the Board of Directors unanimously approved the recommendation of the Audit Committee for the appointment of Squar Milner to audit the financial statements of the Company for 2001.2002. This selection is subject to ratification or rejection by the Stockholders.
Squar Milner has no financial interest in the Company. A representative of Squar Milner is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she so desires, and is expected to be available to respond to appropriate questions.
Squar Milner performed various audit and other services for the Company during 2000.2001. Such services included an audit of annual financial statements, interim reviews of quarterly financial statements, review and consultation connected with certain filings with the SEC, internal control reviews required
by certain contractual agreements or requested by the Company's management,
consultation on tax, financial accounting and reporting matters, and meetings with the Audit Committee of the Board of Directors.

AUDIT FEES
Audit Fees
Following is a summary of the 20002001 fees paid to Squar Milner for the audit of the Company's December 31, 19992000 financial statements and reviews of quarterly reports filed with the SEC in 2000:

ALL OTHER
----------------------
PAYMENTS IN ANNUAL AUDIT- NON-AUDIT- TOTAL
YEAR ENDED AUDIT TAX RELATED RELATED ALL OTHER TOTAL
----------- ------ --- ------- ---------- --------- -----

December 31, 2000 $60,185 $2,941 $1,000 $-0- $1,000 $64,126
2001:
All Other
Payments in Year Ended
Annual
Audit Tax Audit-
Related Non-Audit-
Related Total
All Other Total
December 31, 2001 $ 56,794 $ 3,571 $ 1,500 $ 3,560 $ 5,060 $ 65,425 The Company has accruedpaid approximately $40,000$49,000 through March 31, 2001November 20, 2002 for the audit of the December 31, 20002001 financial statements by Squar Milner, and the
Company is current in the payment of fees due the auditors.

ALL OTHER FEESMilner.
All Other Fees
The Company paid fees of approximately $1,000$5,060 to Squar Milner for all other services provided by it during 2000,2001, including audit-related services of $1,000.
No$1,500. Non-Audit related fees were paid for non-audit services.

REPORT OF THE AUDIT COMMITTEEreview of 2001 proxy statement and for a representative of Squar Milner to attend the May 19, 2001 stockholders meeting.
10
Report of the Audit Committee
November 15, 2002
HydroMaid International, Inc.
1350 East Draper Parkway
Draper, Utah 84020
The Board of Directors of the Company has appointed an Audit Committee composed of threetwo directors, Messrs. Nagel, Brewer and Haglund.
The Board of Directors has adopted a written charter for the Audit Committee. A copy of that Charter is included as Exhibit "A" to this Proxy
Statement. The Audit Committee's job is one of oversight as set forth in its Charter. It is not the duty of the Audit Committee to prepare the Company's financial

9
statements, to plan or conduct audits, or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. The Company's management is responsible for preparing the Company's financial statements and for maintaining internal control. The independent auditors are responsible for auditing the financial statements and for expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations, and cash flows of the Company in conformity with generally accepted accounting principles. The Audit Committee met four times in 2000.2001.
The Audit Committee has reviewed and discussed the Company's audited financial statements with management and with Squar Milner, the Company's independent auditors for 2000.2001.
The Audit Committee has discussed with Squar Milner the matters required to be discussed by Statement on Auditing Standards No. 61.
The Audit Committee has received from Squar Milner the written statements required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and has discussed Squar Milner's independence with them, and has considered the compatibility of non-audit services with the auditors' independence.
Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 20002001 for filing with the Securities and Exchange Commission.

The
Audit Committee

/s/ MARK S. BREWER
Mark S. Brewer, Chairman

/s/ BRUCE H. HAGLUND
Bruce H. Haglund, Member
11
Use of the Report of the Audit Committee John W. Nagel, Chairman
Mark S. Brewer
Bruce H. Haglund

USE OF THE REPORT OF THE AUDIT COMMITTEE AND AUDIT COMMITTEE CHARTERand Audit Committee Charter
In accordance with and to the extent permitted by applicable law or regulation, the information contained in the Report of the Audit Committee and the Audit Committee Charter shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934.

VOTE REQUIRED
Vote Required
Ratification of the appointment of auditors requires a majority of the votes cast thereon. Any Shares not voted, whether by abstention, broker non-vote, or otherwise, have no impact on the vote. If the Stockholders do not ratify this appointment, other independent auditors will be considered by the Board of Directors upon recommendation of the Audit Committee. The affirmative vote of a majority of the outstanding Shares is required to approve this proposal. Management intends to vote "FOR" the proposal to ratify the auditors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE
The Board of Directors unanimously recommends that the Company's Stockholders vote "FOR" THE RATIFICATION OF THE AUDITORS, AND YOUR PROXY WILL BE
SO VOTED UNLESS YOU SPECIFY OTHERWISE.

REPORT ON EXECUTIVE COMPENSATION

The Company's compensation programs are designed to link executives'
compensation to the performanceratification of the Company.auditors, and your proxy will be so voted unless you specify otherwise.

AUTHORIZATION TO AMEND THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
(Item 3 on Proxy)
The annual salary paid to
executives overBoard of Directors has approved and recommends that the past three years reflect fixed amounts that are deemed
competitive for executives with comparable ability and experience in the
industry.

COMPENSATION OF OFFICERS

The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicatedStockholders approve an amendment to the Company's Chief Executive Officer and all officers whose compensation exceeded $100,000
forArticles of Incorporation to increase the year. Managementnumber of the Company was completely replaced in conjunction
with the reorganization between the Company and ESSI.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- -----------------------------------------
OTHER AWARDS PAYOUTS
ANNUAL ----------------------- -----------
NAME AND COMPEN- RESTRICTED OPTIONS/ LTIP ALL
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) STOCK ($) SARS (#) PAYOUTS ($) OTHER (1)
- ------------------ ---- ---------- --------- ---------- ---------- -------- ----------- ---------

Culley W. Davis, 2000 240,000 -- -- -- 225,000(3) -- --
Chairman, 1999 115,845 -- -- -- 300,000(4) -- --
CEO (1) 1998 95,000 -- -- -- -- -- --
Ronald L. LaFord, 2000 120,000 -- -- -- -- -- --
President (1)(2) 1999 96,000 -- -- -- 60,000(5) -- --
1998 96,000 -- -- -- -- -- --

- -------------------

(1) The remuneration described in the table does not include the cost to the
Company of benefits furnished to the named executive officers, including
premiums for health insurance and other personal benefits provided to such
individual that are extended to all employees of the Company in connection
with their employment. The value of such benefits cannot be precisely
determined; however, the executive Officers named above did not receive
other compensation in excess of the lesser of $50,000 or 10% of such
Officers' cash compensation.

(2) Mr. LaFord's services as President were terminated as of January 1, 2001.

(3) In December 2000, Mr. Davis was granted a non-statutory stock option to
purchase 225,000authorized shares of common stock from 40,000,000 to 150,000,000. The Board recommends the increase in the number of authorized shares to allow the Company at $1.00 per share
that expires on December 31, 2010.

(4) In September 1999, Mr. Davis was grantedto raise additional capital through the sale of its shares and to pursue growth through acquisitions.
Because the Company has 26,974,538 shares outstanding and approximately 1,500,000 shares reserved for issuance upon the exercise of outstanding stock options priced between $.25 and $5.50, the Company anticipates needing to purchase 300,000raise additional capital to complete the development of its water-powered garbage disposal (the "Product") to achieve universal compliance with plumbing codes and to enhance the overall quality and performance of the Product. The Company also needs additional capital to continue its marketing efforts.
The Company believes it will be required to raise approximately $1,500,000 during the first, second, and third quarters of 2003 to complete the development of the Product. Given the current market price of the Company's shares of common stockand the current investment climate, management of the Company exercisable at $5.50 per share, which
vest in three equal installments on January 1, 2000, 2001,believes it will be required to issue an additional 15,000,000 to 25,000,000 shares to raise the capital necessary to complete the development of the Product. Following completion of the development program, management of the Company believes it will be required to raise an additional approximately $1,500,000 for manufacturing, marketing, and 2002. Of the
300,000 options, 50,000 expire ten years from the date of grant and 250,000
expire five years from the date of grant.

(5) In September 1999, Mr. LaFord was granted stock options to purchase 60,000
shares of common stockworking capital in the fourth quarter of 2003. An additional 15,000,000 to 25,000,000 shares are anticipated to be required to raise this additional capital. There can be no assurance that the $3,000,000 estimated to be necessary in 2003 can be raised through the issuance of 30,000,000 to 50,000,000 shares. By increasing the authorized shares to 150,000,000, the Company will have sufficient shares to raise the necessary capital if more shares are required to be issued or if more capital is required to accomplish the development, manufacture, and marketing of which 50,000 are exercisable at
$5.50 per share and 10,000 are exercisable at $5.00 per share, allthe Product in 2003.
12

Vote Required
The affirmative vote of which
vest in three equal installments on January 1, 2000, 2001, and 2002, and
alla majority of which expire ten years from the dateoutstanding Shares is required to approve this proposal. Management intends to vote "FOR" the proposal to amend the Articles of grant.

OPTION GRANTS IN LAST FISCAL YEAR--INDIVIDUAL GRANTS

The following table sets forthIncorporation to increase the number of options granted to each of the
named executive officers of the Company:

NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR(1) PRICE ($/SH) DATE
---- ----------- -------------- ---------------- ----------

Culley W. Davis 225,000 47.6% $1.00 12/31/2010

- -------------------

(1) An aggregate of 472,500 options were granted to employees during 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth the number of options, both exercisable and
unexercisable, held by each of the named executive officers of the Company and
the value of any in-the-money options at December 31, 2000 (assuming a market
value of $1.00 on December 31, 2000):

VALUE OF
NUMBER OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END
UPON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------------- -------------------

Culley W. Davis -0- -0- 382,500/215,000 $18,125/$36,250
Ronald L. LaFord 33,333 $41,667 -0-/66,667 $-0-/$50,000
authorized shares.

SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in next year's proxy statement should be sent via certified mail-return receipt requested to Bruce H. Haglund, Secretary, Jamboree Center, 2 Park Plaza, Suite 450, Irvine, California 92614 and must be received by February 28, 2002.

2003.

MISCELLANEOUS AND OTHER MATTERS
Management knows of no matters to come before the Meeting other than those specified herein. If any other matter should come before the Meeting, then the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment.

DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference
The Company specifically incorporates the Financial Statements for the year ended December 31, 2000,2001, filed as part of the 20002001 Annual Report on Form 10-KSB in response to Item 13 of the 10-KSB. The Annual Report and attached Financial Statements should have been enclosed in the mailing containing this Proxy Statement.
A copy of the Company's current Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission, including the financial statements and schedules thereto but without other exhibits, is being mailed to each Stockholder together with this Proxy Statement. Additional copies may be obtained by Stockholders without charge by writing to: HydroMaid International, Inc., 1350 East Draper Parkway, Draper, Utah 84020. Copies of any exhibits to the Annual Report, specifically listed in the Annual Report, may be obtained by Stockholders with a charge equal to the Company's cost to copy and send any requested exhibit.

EXHIBIT "A"

13
HYDROMAID INTERNATIONAL, INC.

AUDIT COMMITTEE CHARTER

ORGANIZATION

There shall be a committee
Proxy Form for Annual Meeting of the Board of Directors ("Board") for HYDROMAID
INTERNATIONAL, INC., a Nevada corporation ("Corporation"),Stockholders to be known as the
Audit Committee ("Committee"). At such time as required by Nasdaq-listing
requirements, the Committee shall be composed of directors who are independent
of the management of the Corporation and are free of any relationship that, in
the opinion of the Board, would interfere with their exercise of independent
judgment as a Committee member.

The Committee shall be comprised of three (3) or more directors as determined by
the Board. All members of the Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Committee
shall have accounting or related financial management expertise. Committee
members may enhance their familiarity with finance and accounting by
participating in educational programs conducted by the Corporation or an outside
consultant.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a chair is elected by the full Board, the members
of the Committee may designate a chair by majority vote of the full Committee
membership.

PURPOSE

The Committee shall provide assistance to the directors in fulfilling their
responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices of the
Corporation, and the quality and integrity of the financial reports of the
Corporation. It shall be the responsibility of the Committee to maintain free
and open means of communication between the directors, the independent auditors,
and the financial management of the Corporation. Consistent with this function,
the Committee should encourage continuous improvement of, and should foster
adherence to, the Corporation's policies, procedures and practices at all
levels.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Corporation's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Corporation's business conduct guidelines.

In carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible in order to best react to changing conditions
and to ensure to the directors and shareholders that the corporate accounting
and reporting practices of the Corporation are in accordance with all
requirements and are of the highest quality.

The Committee's primary duties and responsibilities are to:

o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system.

o Review and appraise the audit efforts of the Corporation's independent
accountants and financial management of the corporation.

o Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board.

EXHIBIT "A"
-1-

The Committee will primarily fulfill these responsibilities by carrying out the
activities enumerated in Section IV of this Charter.

MEETINGS

The Committee shall meet at least four (4) times annually, or more frequently as
circumstances dictate. As part of its responsibility to foster open
communication, the Committee should meet at least annually with management, and
the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee or its chair should meet with the
independent accountants and management annually to review the Corporation's
financials in accordance with Section IV(3) below.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

DOCUMENTS/REPORTS REVIEW

1. REVIEW AND UPDATE THIS CHARTER PERIODICALLY (AT LEAST ANNUALLY) AS
CONDITIONS DICTATE.

2. REVIEW THE CORPORATION'S ANNUAL FINANCIAL STATEMENTS AND ANY REPORTS OR
OTHER FINANCIAL INFORMATION SUBMITTED TO ANY GOVERNMENTAL BODY, OR THE
PUBLIC, INCLUDING ANY CERTIFICATION, REPORT, OPINION, OR REVIEW RENDERED BY
THE INDEPENDENT ACCOUNTANTS.

3. REVIEW WITH FINANCIAL MANAGEMENT AND THE INDEPENDENT ACCOUNTANTS, THE
ANNUAL REPORT ON FORM 10-K PRIOR TO ITS FILING OR PRIOR TO THE RELEASE OF
EARNINGS. THE CHAIRMAN OF THE COMMITTEE MAY REPRESENT THE ENTIRE COMMITTEE
FOR PURPOSES OF THIS REVIEW.

4. ISSUE ANNUALLY A REPORT TO BE INCLUDED IN THE CORPORATION'S PROXY STATEMENT
AS REQUIRED BY THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

5. DISCUSS WITH MANAGEMENT AND/OR THE CORPORATION'S GENERAL COUNSEL ANY LEGAL
MATTERS (INCLUDING THE STATUS OF PENDING LITIGATION) THAT MAY HAVE A
MATERIAL IMPACT ON THE CORPORATION'S FINANCIAL STATEMENTS, AND ANY MATERIAL
REPORTS OR INQUIRES FROM REGULATORY OR GOVERNMENTAL AGENCIES.

INDEPENDENT ACCOUNTANTS

1. RECOMMEND TO THE BOARD THE SELECTION OF THE INDEPENDENT ACCOUNTANTS,
CONSIDERING INDEPENDENCE AND EFFECTIVENESS AND APPROVE THE FEES AND OTHER
COMPENSATION TO BE PAID TO THE INDEPENDENT ACCOUNTANTS. ON AN ANNUAL BASIS,
THE COMMITTEE SHOULD REVIEW AND DISCUSS WITH THE ACCOUNTANTS ALL
SIGNIFICANT RELATIONSHIPS THE ACCOUNTANTS HAVE WITH THE CORPORATION TO
DETERMINE THE ACCOUNTANTS' INDEPENDENCE. THE COMMITTEE SHALL BE RESPONSIBLE
FOR OBTAINING A FORMAL WRITTEN STATEMENT FROM THE INDEPENDENT ACCOUNTANTS
DELINEATING ALL RELATIONSHIPS BETWEEN THE ACCOUNTANTS AND THE CORPORATION
CONSISTENT WITH INDEPENDENCE STANDARDS BOARD STANDARD 1.

2. REVIEW THE PERFORMANCE OF THE INDEPENDENT ACCOUNTANTS AND APPROVE ANY
PROPOSED DISCHARGE OF THE INDEPENDENT ACCOUNTANTS WHEN CIRCUMSTANCES
WARRANT.

3. PERIODICALLY CONSULT WITH THE INDEPENDENT ACCOUNTANTS OUT OF THE PRESENCE
OF FINANCIAL MANAGEMENT ABOUT INTERNAL CONTROLS AND THE FULLNESS AND
ACCURACY OF THE CORPORATION'S FINANCIAL STATEMENTS.

FINANCIAL REPORTING PROCESSES

1. IN CONSULTATION WITH THE INDEPENDENT ACCOUNTANTS AND THE FINANCIAL
MANAGEMENT, REVIEW THE INTEGRITY OF THE CORPORATION'S FINANCIAL REPORTING
PROCESSES, BOTH INTERNAL AND EXTERNAL.

2. CONSIDER THE INDEPENDENT ACCOUNTANTS' JUDGMENTS ABOUT THE QUALITY AND
APPROPRIATENESS OF THE CORPORATION'S ACCOUNTING PRINCIPLES AS APPLIED IN
ITS FINANCIAL REPORTING.

3. CONSIDER AND APPROVE, IF APPROPRIATE, MAJOR CHANGES TO THE CORPORATION'S
AUDITING AND ACCOUNTING PRINCIPLES AND PRACTICES AS SUGGESTED BY THE
INDEPENDENT ACCOUNTANTS, OR FINANCIAL MANAGEMENT.

PROCESS IMPROVEMENT

1. ESTABLISH REGULAR AND SEPARATE SYSTEMS OF REPORTING TO THE COMMITTEE BY
EACH OF FINANCIAL MANAGEMENT, AND THE INDEPENDENT ACCOUNTANTS REGARDING ANY
SIGNIFICANT JUDGMENTS MADE IN FINANCIAL MANAGEMENT'S PREPARATION OF THE
FINANCIAL STATEMENTS AND THE VIEW OF EACH AS TO APPROPRIATENESS OF SUCH
JUDGMENTS.

EXHIBIT "A"
-2-

2. FOLLOWING COMPLETION OF THE ANNUAL AUDIT, REVIEW SEPARATELY WITH EACH OF
FINANCIAL MANAGEMENT, AND THE INDEPENDENT ACCOUNTANTS, ANY SIGNIFICANT
DIFFICULTIES ENCOUNTERED DURING THE COURSE OF THE AUDIT, INCLUDING ANY
RESTRICTIONS ON THE SCOPE OF WORK OR ACCESS TO REQUIRED INFORMATION.

3. REVIEW ANY SIGNIFICANT DISAGREEMENT AMONG FINANCIAL MANAGEMENT AND THE
INDEPENDENT ACCOUNTANTS IN CONNECTION WITH THE PREPARATION OF THE FINANCIAL
STATEMENTS.

4. REVIEW WITH THE INDEPENDENT ACCOUNTANTS AND FINANCIAL MANAGEMENT THE EXTENT
TO WHICH CHANGES OR IMPROVEMENTS IN FINANCIAL OR ACCOUNTING PRACTICES, AS
APPROVED BY THE COMMITTEE, HAVE BEEN IMPLEMENTED; PROVIDED SUCH REVIEW
SHALL BE CONDUCTED AT AN APPROPRIATE TIME SUBSEQUENT TO IMPLEMENTATION OF
CHANGES OR IMPROVEMENTS, AS DECIDED BY THE COMMITTEE.

COMPLIANCE

1. REVIEW ACTIVITIES, ORGANIZATIONAL STRUCTURE, AND QUALIFICATIONS OF
FINANCIAL MANAGEMENT OF THE CORPORATION.

2. PERFORM ANY OTHER ACTIVITIES CONSISTENT WITH THIS CHARTER, THE
CORPORATION'S BY-LAWS AND GOVERNING LAW, AS THE COMMITTEE OR THE BOARD DEEM
NECESSARY OR APPROPRIATE.

EXHIBIT "A"
-3-

HYDROMAID INTERNATIONAL, INC.

PROXY FORM FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 2001Held on January 11, 2003
The undersigned hereby constitutes and appoints Culley W. DavisMark S. Brewer and Bruce H. Haglund, and each of them, the true and lawful attorneys, agents, and proxies of the undersigned, with full power of substitution, to vote with respect to all the shares of Common Stock, par value $.001, of HYDROMAID INTERNATIONAL, INC. (the "Company"), standing in the name of the undersigned at the close of business on April 12, 2000,November 22, 2002, at the Annual Meeting of Stockholders to be held May
19, 2001,January 11, 2003, and at any and all adjournments and postponements thereof, to vote:
1.
Election of Directors:

FOR all nominees listed below
--- (Except as marked to the contrary below)

WITHHOLD AUTHORITY (Circle nominees for
--- whom voting authority is to be withheld.)

CULLEY W. DAVIS BRUCE H. HAGLUND MARK S. BREWER

JOHN W. NAGEL J. STEVEN YOUNG

o FOR all nominees listed below
(Except as marked to the contrary below)

WITHHOLD AUTHORITY (Circle nominees for whom voting authority is to be withheld.)
BRUCE H. HAGLUND MARK S. BREWER CULLEY W. DAVIS
2.
To consider and ratify the appointment of SQUAR, MILNER, REEHL & WILLIAMSON, LLP as independent auditors of the Company for the fiscal year ending December 31, 2001:

FOR AGAINST ABSTAIN
--- --- ---

2002:

o FOR o AGAINST o ABSTAIN
3.
To approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 150,000,000:

o FOR o AGAINST o ABSTAIN
4.
In their discretion, the Board of Directors is authorized to vote this Proxy upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.
The shares represented by this Proxy will be voted in the manner directed herein by the undersigned stockholder. If no directions to the contrary are made, this Proxy will be voted FOR the election of all of the director nominees named above and FOR approval of Proposal 2 if necessary.

DATED: _______________________, 2001

------------------------------------
(Signature)

------------------------------------
(Signature, if held jointly)

DATED: , 2002

(Signature)

(Signature, if held jointly)
IMPORTANT: Please sign exactly as your name appears at the left. Each joint owner should sign. Executors, administrators, and trustees should give full title. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person.
Please mark, sign, date, and return promptly.
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF HYDROMAID INTERNATIONAL, INC.

Name	Title	Amount and Nature of Ownership(1)(2)		Percentage of Class(3)
Mark S. Brewer(4)	Vice President and Director	279,333		1.0	%
Bruce H. Haglund(5)	Secretary and Director	211,000		*
Culley W. Davis(6)	Director Nominee	3,952,947		14.3
Bart C. Warner(7)	Beneficial Owner	1,547,000
All Directors and Executive Officers as a Group(8)	4,442,780	16.1	%

Name		Shares Acquired Upon Exercise		Value Realized		Value of Number of Unexercised Options At Fiscal Year-End Exercisable/Unexercisable		Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Unexercisable
Culley W. Davis		-0-			-0-		490,000/107,500		$-0-/$-0-
Ronald L. LaFord		-0-		$	-0-		126,667/-0-		$-0-/$-0-

						All Other
Payments in Year Ended		Annual Audit		Tax		Audit- Related		Non-Audit- Related		Total All Other		Total
December 31, 2001		$	56,794		$	3,571		$	1,500		$	3,560		$	5,060		$	65,425

QuickLinks

PROXY STATEMENT
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
ELECTION OF DIRECTORS (Item 1 on Proxy Form)
REPORT ON EXECUTIVE COMPENSATION
RATIFICATION OF APPOINTMENT OF AUDITORS (Item 2 on Proxy Form)
AUTHORIZATION TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES (Item 3 on Proxy)
SUBMISSION OF STOCKHOLDER PROPOSALS
MISCELLANEOUS AND OTHER MATTERS

Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

HydroMaid International, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

	Annual Compensation					Long-Term Compensation
						Awards			Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)		Restricted stock ($)	Options/ SARs (#)		LTIP Payouts ($)	All Other(1)
Culley W. Davis, Chairman, CEO(1)	2001 2000 1999	30,000 240,000 115,845	— — —	110,000 — —	(3)	— — —	— 225,000 300,000	(4) (5)	— — —	— — —
Ronald L. LaFord, President(1)(2)	2001 2000 1999	68,650 120,000 96,000	— — —	— — —		— — —	— — 60,000	(6)	— — —	— — —

		Compensation Committee
		/s/ MARK S. BREWER Mark S. Brewer, Chairman
		/s/ BRUCE H. HAGLUND Bruce H. Haglund, Member

		Audit Committee
		/s/ MARK S. BREWER Mark S. Brewer, Chairman
		/s/ BRUCE H. HAGLUND Bruce H. Haglund, Member

		o		FOR all nominees listed below (Except as marked to the contrary below)
		o		WITHHOLD AUTHORITY (Circle nominees for whom voting authority is to be withheld.)