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): March 10, 2007
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
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[_] 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))
Item 5.02 Officer and Director Changes
Effective March 9, 2007 the services of Mr. B.G. Davis as a Director of
E'Prime Aerospace Corporation were no longer required and he was removed as
Director.
Mr. Nicklous Herron was appointed to the Board of Directors to replace B. G.
Davis. Mr. Herron was selected due to his extensive background for over 28
years with NASA. The appointment of Mr. Herron is for one year or until such
time as an annual Board Meeting is held.
Item 8.01 Other Events
On February 8, 2007 a Memorandum of Understanding was signed between E'Prime
Aerospace Corporation of 2500 Washington Ave., Unit 34, Titusville, FL 32782
and M-Star Global Communications, LLC with its' principal place of business
at 1220 E. Prospect Ave., Suite 281, Melbourne FL 32901. Under the terms
of the Memorandum of Understanding, E'Prime will provide launch services to
place up to four Ka-Band Communications Satellites developed by M-Star Global
in GEO.
Management believes that this Agreement will represent the first phase of
E'Prime's Program to finance, select staff and develop a launch site.
Development of a launch site is a vital initial activity in E'Prime's plan to
manufacture and launch the Eagle Series Launch Vehicle.
Management believes that the Eagle Series Launch Vehicle can offer a cost
effective means for satellite operators to place satellites in orbit with
technology derived from a reliable expendable launch vehicle. E'Prime's goal
is to make the United States the world leader in commercial space by having
the lowest cost per pound to orbit with the most reliable launch services
available. The agreement with NASA is a first step in this goal.
Although established in 1987, E'Prime still is a development stage company.
Management believes that its relationship to the START Treaty has delayed
development even though in the past management has suggested that E'Prime's
first stage motor was released from the START Treaty. However, the Company
has come to realize that final resolution with the Compliance Review Group
("CRG") has not been met to date concerning the elimination of E'Prime's
first stage motor, the ESM-9, from START. With E'Prime working with the CRG,
Management believes this matter can be resolved shortly. E'Prime intends to
seek adequate financing, negotiate the agreements for necessary services and
launch sites as well as agreements with solid rocket motor manufacturers for
the launch vehicles in the Eagle Series and work toward obtaining launch
contracts. The commercial launch success of E'Prime is dependent on the
occurrence of all these events. There can be no assurance that E'Prime can
accomplish its goals or become profitable.
9.01 Exhibits
(c) Exhibits.
Exhibit Number Description
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10.1 * Memorandum of Understanding Dated February 2, 2007
10.2 * Resume of Nicklous Herron
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* Filed herewith Item
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.
E'Prime Aerospace Corporation
March 14, 2007
By: /s/ James D. Oldham III
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James D. Oldham III, President