Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o
Definitive
proxy statement
o
Definitive
additional materials
o
Soliciting
material pursuant to Rule 14a-11(c) or Rule
14a-12
OVM International Holding
Corporation
(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
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 transactions 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.:
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party:
(4) Date
filed:
Persons who are to respond to the
collection of information contained in this form are
not required to respond unless the
form displays a currently valid OMB control number.
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its Charter was revoked.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”. 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 a meeting of the
shareholders, pursuant to Article II section 2 of the Corporation’s By-Laws and
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’s name to “Premier Holding 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. 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’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. 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.
PLEASE
TAKE NOTICE that a Special Meeting of Stockholders (the “Special Meeting”) of
OVM International Holding Corporation, a Nevada corporation (the “Company”),
will be held at 590 West Putnam Avenue, Poterville, California at
1:00 p.m. on April 25, 2008, or at any and all adjournments thereof, for the
following purposes, as more fully described in the attached Proxy
Statement. At the Special Meeting, you will be asked to vote on the
following matters:
1.
To
elect two directors to our Board of Directors to hold office until the
next annual meeting of
shareholders;
2.
To
ratify the appointment of Jack Gregory as the acting board of directors
and officers and to ratify the acts of the acting directors and officers
in the past fiscal year; including the issuance of shares to pay for
company expenses;
To
consider and act upon such other matters as may properly come before the
Special Meeting and any adjournment
thereof.
Only
stockholders of record, as shown on the transfer books of the Company, at the
close of business on February 29, 2008 will be entitled to notice of and to vote
at the Special Meeting or at any adjournment thereof. A list of
stockholders entitled to vote at the Special Meeting will be available for
examination by any stockholder for a proper purpose during normal business hours
at the executive offices of the Company for a period of at least 10 days
preceding the Special Meeting.
Whether or not you expect to be
present, please sign, date and return the enclosed proxy sheet in the enclosed
pre-addressed envelope as soon as possible.
TO
ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE SIGN, DATE AND
RETURN
THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO REVOKE
THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
The Board
of Directors of OVM International Holding Corporation, a Nevada corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its 2008
Special Meeting of Shareholders of the Company to be held at 1:00 p.m. Pacific
Standard Time on April 25, 2008, at 590 West Putnam Avenue, Porterville, CA93257, and any adjournments thereof.
This
Proxy Statement, the Notice of Special Meeting and Proxy Card, are being mailed
to shareholders on or about March 10, 2008.
II. OUTSTANDING SHARES AND VOTING
RIGHTS
The
Acting Board of Directors of the Company has fixed the close of business on
February 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.
Shares of
Common Stock that are represented by properly executed proxies, unless such
proxies have previously been revoked, will be voted in accordance with the
instructions indicated in such proxies. If no instructions are indicated, such
common shares will be voted "FOR" approval of each of the four proposals and in
the discretion of the proxy holders for any other matter that may properly come
before the Special Meeting. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
meeting for purposes of determining a quorum, and for purposes of calculating
the vote with respect to such matter, but shall not be deemed to have been voted
in favor of such matter. Abstentions, therefore, as to any proposal will have
the same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instructions by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote a
particular matter, then in such instance, the shares covered by such "non-vote"
proxy shall be deemed to be present at the meeting for purposes of
determining a quorum, but shall not be deemed to be represented at the meeting
for purposes of calculating the vote required for approval of such
matter.
A
shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Special Meeting by filing with the Acting Chief Executive
Officer of the Company, Dr. Jack Gregory, at the address set forth above, a
written revocation of such proxy, or by executing and delivering a duly-executed
proxy bearing a later date, or by simply voting the common shares covered
thereby by separate written ballot to be disseminated at the Special
Meeting.
In
addition to soliciting proxies by mail, officers, directors and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
personally, or by telephone, telegram or other forms of communication, including
wire facsimile. The Company has not retained a proxy solicitation firm, and
instead, will use its own best efforts to solicit as many proxies as practicable
in the time available before the Special Meeting. The meeting will be chaired
and conducted by Jack Gregory, Acting Chief Executive Officer.
4
III.
PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The
following table sets forth certain information regarding beneficial ownership of
the Company's Common Stock as of , by: (I) each current director; each nominee
for director, and executive officer of the Company; (ii) all directors and
executive officers as a group; and (iii) each shareholder who owns more than
five percent of the outstanding shares of the Company's Common Stock. Except as
otherwise indicated, the Company believes each of the persons listed below
possesses sole voting and investment power with respect to the shares
indicated.
Number
of Shares
Name
of
Beneficially
Beneficial Owner (1)
Owned
Percent of Class
Jack
Gregory, M.D. (2)
27,930,000
69.8
%
Ching
Lung Po
4,000,000
10
%
Officers
and Directors as a Group
27,930,000
69.8
%
IV. DIRECTORS
AND EXECUTIVE OFFICERS
The
members of the Board of Directors of OVMI serve until the next Special Meeting
of stockholders, or until their successors have been elected. The officers serve
at the pleasure of the Board of Directors.
The
current executive officers, key employees and directors of OVMI
are:
Name
Age
Position
Jack Gregory,
M.D.
76
President
& Chief Executive
Officer, Director
Jasmine
Gregory
68
Secretary,
Director
V.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The table
below sets forth the aggregate annual and long-term compensation paid by us
during our last three fiscal years ended December 31, 2007 to our Chief
Executive Officer (the “Named Executive Officer”). None of the other
executive officers of OVMI had an annual salary and bonus for fiscal year 2007
that exceeded $100,000.
Name
and principal position
Year
Annual
Compensation
Salary
($)
Bonus
($)
Other
annual compensation (1)
Jack
Gregory, M.D.
Dir.,
Pres. & CEO
2007
$0
$0
0
Option
Grants in Fiscal Year 2007
There
were no option grants to our Named Executive Officer in 2007. No
option grants have been made to any of our executive officers. We
have not granted any stock appreciation rights.
5
VI. INDEPENDENT
PUBLIC ACCOUNTANTS
When the
Company went into default with its SEC reporting, the Company’s former
management failed to maintain independent accountants to assist the company in
reviewing its quarterly financial statements and auditing its annual financial
statements. Our last independent accountant who filed reports for the
fiscal year ended December 31, 2001 was the independent accounting firm of
Horwath, Gelfond, Hochstadt Pangburn, P.C. Our former independent
accountant’s report on the financial statements for the Registrant for the last
two years of financial statements reported has not contained an adverse opinion
or a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles, except for the fact that the accountant
included an opinion that, due to the Registrant’s lack of revenue producing
assets and history of losses, there is doubt about the Registrant’s ability to
continue as a going concern.
During
the two most recent fiscal years and the interim period preceding the
resignation, there have been no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the subject matter of the disagreements in connection with the
reports.
The
Company does not have an Audit Committee. The Audit Committee’s
functions are performed by the Board of Directors. The Company
intends to appoint a new independent accountant to audit and review its
financial statements for the fiscal years 2002 through 2007, and in doing so the
board of directors will:
1
Verify
that the accountant was in good standing within the jurisdiction of its
practice.
2
Verify
that the accountant was a member in good standing of the Public
Accountancy Oversight Board (PAOB).
3
Verify
that the accountant is capable of exercising objective and impartial
judgment on all issues encompassed within its potential engagement, and
that no member of the firm had any interest or relationship with any
officer, director or principal
shareholder.
Representatives
from the former accountant are not expected to be present at the Special
Meeting.
Audit
Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant’s financial statements is
approximately the sum of $0, which all related to the review and audit of
Company financial statements.
Tax
Fees
No fees
were paid to the former accountant for professional services rendered by the
principal accountant for tax compliance, tax advice and tax
planning.
Other
Fees
No
other fees were paid to the former accountant for any other
services.
6
VII.
PROPOSAL NUMBER ONE – THE ELECTION OF DIRECTORS
Directors
elected at this Special Meeting will serve until the next Special
Meeting. The nominees for directors and their qualifications are set
forth below.
Jack Gregory, M.D. - Dr.
Gregory is the current Acting President and Director. He was the
former President and Director of Jasmine’s Garden, Inc., a publicly held
corporation trading on the over-the-counter bulletin board, from 2001 through
December 2003. He is the former President and Director of Champion Financial
Corporation, from 1991 through 1993. Dr. Gregory has been a sole medical
practitioner since 1963. He served in the United States Army as Captain of the
Army National Guard Medical Corps. from 1960 through 1966. Dr. Gregory graduated
from the University of California at Los Angeles with a B.S. in 1953, received
an M.S. in Microbiology from the University of Hawaii, 1955, a PhD. in
Microbiology from the University of Pennsylvania in 1957, and an M.D. from the
University of Southern California, Los Angeles, 1961.
Jasmine Gregory. Ms. Gregory
was the Secretary, Chief Financial Officer and Director of Jasmine's
Garden from 2001 through December 2003. From 1960 through 1978, while
raising her children, she was active in studying art, coordinating fashion
shows, and designing evening wear. From 1979 through 1982, Ms. Gregory designed
and manufactured a contemporary women's dress line. From 1983 through 1997, Ms.
Gregory competed in states and international photography competitions. Since
1998, she has been using computer graphics to generate true to life images of
fruits and plants in her new greeting card collection. She holds an A.A. in
fashion design from Los Angeles Trade Tech. College, and studied computer
graphics at Porterville College.
Jack Gregory, M.D. and Jasmine Gregory
are husband and wife.
VIII.
PROPOSAL NUMBER TWO : RATIFICATION OF THE APPOINTMENT OF JACK GREGORY AS
ACTING DIRECTOR AND PRESIDENT AND ACTIONS TAKEN BY THE BOARD OF DIRECTORS DURING
FISCAL YEAR 2007, INCLUDING ISSUANCE OF STOCK TO PAY COMPANY
EXPENSES.
Proposal
Number Two is the ratification of the appointment of Jack Gregory to the board
of directors by the Custodian and the ratification of all of the actions taken
by the Board of Directors during Fiscal Year 2007, including the issuance of
stock to cover the expenses of paying default and corporate reinstatement fees
to the state of Nevada to restore the Company’s charter, accountant’s and
attorney’s fees, and transfer agent fees.
Proposal
Number Four 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 to 200 times more than the
last recorded trade before the reverse split.
XI.PROPOSAL NUMBER FIVE : TO AMEND
THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZE COMMON SHARE
CAPITAL TO 100 MILLION SHARES.
Proposal
Number Six is the increase of common share capital from 40,000,000 shares to
100,000,000 shares in order to attract an operating company as a reverse merger
candidate.
7
XII.
OTHER BUSINESS
No
business, other than as set forth herein, is expected to come before the Special
Meeting. Should any other matter requiring a vote of the shareholders arise,
including any question related to any adjournment of the meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
and in the best interests of the Company and its shareholders.
XIII. SHAREHOLDER
PROPOSALS
Any
appropriate proposal submitted by a shareholder of the Company and intended to
be presented at the next Annual Meeting of Shareholders must be received by the
Company by December 31, 2008. The proposal will be presented at the Annual
Meeting, and included in the Company's Proxy Statement, and related proxy
solicitation materials, for the Company's next Special Meeting of
Shareholders.
XII.
ANNUAL REPORT TO SHAREHOLDERS: FORM 10
The
Company has not filed Annual Reports on Form 10 or Form 10-SB since
2002. All filed reports, financial statements and exhibits are
available at the Securities and Exchange Commission's Internet website at
www.sec.gov.
The
undersigned shareholder of OVM International Holding Corporation (The "Company")
hereby appoints Dr. Jack Gregory, as proxy holder of the undersigned to attend
the Special Meeting of the Company to be held on April 25, 2008, and any
adjournment thereof with authority to act and vote at the meeting for and on
behalf of the undersigned and directs the proxy holder to vote the common shares
held by the undersigned with respect of the matters indicated below as
follows. You may withhold your authority to vote for any Director
nominee by marking the box “withhold.”
FOR
THE ELECTION OF DIRECTORS
Dr. Jack
Gregory
_______
FOR
_______
AGAINST
_______
WITHHOLD
Jasmine
Gregory
_______
FOR
_______
AGAINST
_______
WITHHOLD
PROPOSAL
NUMBER TWO: That all actions taken by the Acting Officer and Director during the
fiscal year 2007 be ratified and approved.
INSTRUCTION:
Please sign your name exactly as it appears on your stock certificate. When
shares are held by joint owners, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, give your full title as such. If a
corporation, please sign in full corporate name by the duly authorized officer.
If a partnership, please sign in partnership name by an authorized
person.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY. PLEASE MARK, SIGN, DATE AND MAIL THIS
PROXY CARD IN THE ENCLOSED ENVELOPE TODAY. THIS REPLACES AND REVOKES ANY OTHER
PROXIES YOU MAY HAVE BEEN PRESENTED.
Executed
this ___ day of _____,
2008.
Signature
of Shareholder
Name of
Shareholder
Signature
of Shareholder
Address
(if different from above)
Signature
of Shareholder
Share
Certificate No.
Number of
Shares voted: ________________
10
Dates Referenced Herein and Documents Incorporated by Reference
