- Current report filing (8-K)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: September 7, 2008

E'PRIME AEROSPACE CORPORATION

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(Exact name of registrant as specified in its charter)

Colorado 33-9472-D CO 59-2802081 ----------------------------- -------------- -------------------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.)

992 Stage Avenue, Suite 11, Memphis, TN 38127

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(Address of principal executive offices)

321-269-0900

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(Registrant's telephone number)

7637 Leesburg Pike #200, Falls Church, VA 22043

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(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(C))

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ITEM 5.02 Officer and Director Changes

Effective September 23, and September 24, 2008 citing personal reasons, June Nichols and James D. Oldham III respectively resigned form their positions on the Board of Directors of E'Prime Aerospace Corp.

The Board has accepted both resignations and has determined to leave the seats vacant until such time as suitable candidates are identified.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

E'Prime Aerospace Corporation

October 7, 2008

/s/Nichlous Herren ------------------------------ Nichlous Herren, President