I was asked by a Custodian appointed by the Courts in Nevada, USA, to investigate the possibility of restoring to good standing, the corporation, OVM International Holding Corporation (OVMI). The Corporation lost its Nevada State Charter for numerous reasons and its Charter was revoked. The Agent of Service for OVMI resigned and none existed. The Transfer Agent resigned and shares could not be transferred. The Depository Trust Corporation held the shares as "Non Transferable"“Non Transferable”.  The Corporation lost its quotation on the over-the-counter bulletin board administered by NASDAQ because of failure to timely file SEC quarterly reports. Officers and Directors could not be located and it appeared to me that OVMI could be restored to good standing and I undertook the responsibility. I corrected each of the above deficiencies with a considerable expense to myself. OVMI has no current business in the U.S.A.   I am calling aA special meeting of shareholders is being called by resolution of the shareholders,current board of directors , pursuant to Article II section 2 of the Corporation'sCorporation’s By-Laws and I am asking you to empower me with your proxy votes to proceed with electing a new board of directors, amending the articles of incorporation to change the Corporation'sCorporation’s name to "Premier“Premier Holding Corporation",Corporation,” to increase the authorized share capital to 100 million common shares and reverse split the current common share capital 1-200, so we can attract an acquisition of an operating company by reverse merger.   The amendment will not be filed with the secretary of state unless and until the shareholders give their approval. At the present time, the Corporation (OVMI) has no assets and no business in the U.S.A. and I have paid for the necessary work to this point. Currently OVMI is quoted on the Pink Sheets under the symbol, OVMI, and is traded Over the Counter. If these measures are approved, I intend to bring the Company'sCompany’s reports current with the Securities and Exchange Commission and to seek a viable reverse merger candidate for the Corporation, in an attempt to give the common stock a value. I am calling for your proxy votes to accomplish these changes. I am a retired physician but I have been involved with public companies and have considerable experience in this field.their management .  I look forward to your answer or comments, and I hope we can have a successful association. According to the transfer records, it appears you are a shareholder and thus entitled to a vote. A Proxy Card is enclosed and needs to be completed and returned to me by mail or FAX.

The Company stopped filing reports in November 2002, and, due to its abandonment by its management, lost its Nevada corporate charter in 2006 for failure to file an annual officer�sofficer's and director's list with the Secretary of the State of Nevada.  On November 1, 2006, its corporate charter was revoked by the Nevada Secretary of State.   Subsequently or concurrently therewith,Concurrently , the resident agent of the Company in Nevada resigned for non-payment of fees.

The Company has no assets and does not conduct any business.  Until such time as the Company locates an acceptable acquisition candidate, it does not intend to do any business, other than restructuring as proposed by this proxy statement, because the Company has not yet identified a business to engage in that would be of benefit to the Company and its shareholders.

On March 5, 2007, shareholder Jeffrey Volpe filed a complaint for the appointment of a custodian for the Company in the District Court of the State of Nevada for the county of Washoe.  This Proxy Statement, the Notice of Special Meeting and Proxy Card, are being mailed to shareholders on or about April 30August 11 , 2008.

The Acting BoardCurrent board of Directorsdirectors of the Company has fixed the close of business on FebruaryAugust 29, 2008, as the record date for the determination of those holders of Common Stock of the Company entitled to receive notice of, and vote at, the Special Meeting. Persons who were not shareholders on such date will not be allowed to vote at the Special Meeting. At the close of business on the record date, there were 40,000,000 shares of the Company's Common Stock issued and outstanding. The Common Stock is the only outstanding class of capital stock of the Company entitled to vote at the Meeting. Each share of Common Stock is entitled to one vote on each matter to be voted on at the meeting. Holders of Common Stock are not entitled to cumulative voting rights. A majority of the shares entitled to vote present in person or represented by proxy at the Special Meeting, is required for the election of directors and the approval of the Company's proposal.proposals.  With regard to the election of directors, the By Laws of the company provide for plurality voting;  That means that voting takes two rounds.  In the first round, shareholders would vote one share for the candidates of their choice for each board seat.  In the second round, the two candidates hodling the most votes for each board seat would run in a runoff election, and the shareholders would be entitled to vote their shares in favor of either candidate.  Since there are two seats on the board of directors proposed for election, and only one nominee per seat, there is no need to hold a runoff election, and, therefore, only one round of voting will be cast.

The Company's President and Director, Dr. Jack Gregory, is the only officer and director authorized by the board of directors to solicit proxies.  Dr. Gregory will be voting his shares in favor of each of the proposals.

Proposal Number Three is the ratification of the issuance of stock to cover the expenses of paying default and corporate reinstatement fees to the state of Nevada to restore the Company'sCompany’s charter, accountant'sbookkeeping and attorney'sattorney’s fees, and transfer agent fees. If the appointment of Dr. Gregory and the issuance of shares to him are not ratified by the shareholders, Dr. Gregory will give up the shares for cancellation.

To date, Dr. Gregory has paid, on behalf of the Company, $15,150 in legal and clerical fees, $15,000 in back fees owed to the transfer agent and $250 in current fees, $5,000 in accountingbookkeeping fees and $2269 in postage, filing reinstatement and resident agent fees, for a total of $37,669, for which he was reimbursed by the Company with the issuance of shares, in addition to shares issued for histotaling $37,660, and work and services, totaling approximately $46,121.

The company has no assets and no income. Future expenditures would have to be paid by Jack Gregory. If there are future expenditures, his only repayment would most likely be more restricted stock. At the present time Jack Gregory is not entitled to more shares.shares and is not advocating these proposals in order to free up more stock to be paid for further reimbursement or services.

The issuance of stock to Dr. Gregory has diluted the ownership interest and voting power of all other shareholders.   It has given Dr. Gregory effective control over all company matters because with 69.8% of shares entitled to vote, he has the power to elect the entire board of directors.  Ratification of the issuance is tantamount to shareholder approval of this dilution and control.   The ratification of the issuance does not affect any shareholder�sshareholder’s rights to bring suit under Nevada law against management.

The ratification of the issuance of stock to Dr. Gregory is not necessary to attract a reverse merger candidate, but if the issuance is not ratified, Dr. Gregory will no longer serve in management, and will take no further efforts to attract a candidate.

Proposal Number Five is the reverse split of the common share capital of the corporation in order to attract an operating company as a reverse merger candidate.  This means that every 200 shares owned on the date the reverse split is effected would be converted to one share, and the last trade recorded in the Pink Sheets market would be adjusted by the NASDAQ Stock Market to reflect the split in the marketplace.

The size of the split was arbitrarily determined by the Board of Directors, in accordance with their opinion that the new structure would attract a merger or acquisition candidate.  A reverse split would apply to all outstanding shares equally.   The number of authorized shares before the split is 40,000,000.  After the amendment of the articles of incorporation to effect the split and the increase in common share capital, the number of authorized shares will be 100,000,000.

A reverse split is a means to attract an incoming merger candidate because such candidates usually seek higher control positions in companies so as not to give away large portions of their equity.

There is no material tax consequences to shareholders anticipated by the reverse split that the Company is aware of.  The split affects all the common shares equally and in the same proportion, so, unless and until new shares are issued in the future, no dilution to shareholders will occur as a result of the reverse split.  Since all common shares are being reduced proportionately, unless and until any new shares are issued, each shareholder retains the same proportionate voting power.  Fractional shares will be rounded up to the next whole number, meaning that shareholders holding under 200 shares will have one share after the split.

If this proposal is approved and the articles of incorporation amended, the issued and outstanding shares will be 200,000.  After the proposal is approved, the Board of Directors would be empowered to issue additional shares of common stock in connection with an acquisition or for any corporate purpose, such as raising capital, without further shareholder approval.  Subsequent issuances of common stock by the Company will dilute each shareholder's ownership interests and reduce their voting power proportionate to the new issuance.  There are no current plans, agreements or understandings to issue any of the common shares that would be available to be issued after the amendment.

Given that the Company has limitedno assets, business, or business prospects at this time, the Board of Directors believes that the Reverse Split will benefit all stockholders, as without the Reverse Split, the Company would have little value as a candidate for an acquisition, merger, or reorganization with a private company that seeks to go public by way of such a transaction.  Except for the rounding up of fractional shares, which benefits smaller stockholders over larger stockholders, the Reverse Split affects all stockholders equally.

After the proposal is approved, the Board of Directors would be empowered to issue additional shares of common stock in connection with an acquisition or for any corporate purpose, such as raising capital, without further shareholder approval. Subsequent issuances of common stock by the Company will dilute each shareholder'sshareholder’s ownership interests and reduce their voting power proportionate to the new issuance. There are no current plans, agreements or understandings to issue any of the common shares that would be available to be issued after the amendment.   If proposals five and six are approved, the shares of common stock authorized and available for issuance will be 99,800,000 shares.