UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                       CURRENT REPORT Pursuant to Section 13 OR 15(d) of The
                       Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2006
                                                  (December15, 2006)



                             E'Prime Aerospace Corporation
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             (Exact name of registrant as specified in its charter)



      Colorado                        033-09472-D               59-2802081
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(State or other jurisdiction    (Commission File Number)       (IRS Employer
 of incorporation)                                           Identification No.)


2500 S. Washington
Ave. Unit 34, Titusville, FL                                      32780
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(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code (321) 269-0900


                                       N/A
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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))







SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 - Appointment of Principal Officers

     On Decemcer 12, 2006, the Board of Directors by unanimous  vote,  appointed
Mr. William Leslie Shealey as interim Chief Financial Officer.


     Mr.  Shealey  has  over  thirty  years  of  experience  in  the  accounting
profession in both the corporate and private  sectors.  His experience  includes
sixteen years with Amoco Corporation in the Fabrics and Fibers Division and nine
years as Division Accounting Manager in South Georgia.  Leslie's primary area of
accounting  concentration  has been in the  area of  product  cost  development,
reporting,  analysis and control. The Board believes that Leslie's addition will
assist in the Company's efforts to bring its' reporting compliance current.



                          E'Prime Aerospace Corporation



                                   SIGNATURES

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




   December 15, 2006          By:  /s/ James D. Oldham III
                                --------------------------
                                  James D. Oldham III
                           Title: CEO