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: July 17, 2007
E'PRIME AEROSPACE CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 33-9472-D CO 59-2802081
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
7627 Leesburg Pike #200, Falls Church, VA 22043
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(Address of principal executive offices)
321-269-0900
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(Registrant's telephone number)
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR230.425)
[_] 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 8. OTHER EVENTS
ITEM 8.01 Other Events
As stated in a letter dated July 14, 2007, E'Prime Aerospace Corporation
has entered into a Memorandum of Understanding with Solar System Mining
Corporation. The purpose of this Agreement is for and to explore the potential
for collaborations in exploration of the "for profit" mining of Near Earth
Asteroids for precious metals and semi conductor material. Under this Agreement
Solar System Mining plans to purchase Launch services and technical support from
E'Prime over a ten year period at a cost to be determined by both parties at a
later date. A minimum of eight launches are planned, commencing in 2015(approx).
Although established in 1987, E'Prime still is a development stage company.
E'Prime intends to seek adequate financing, negotiate the sub-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.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1(a) * Memorandum of Understanding
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* Filed herewith.
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
July 17, 2007 /s/James D. Oldham, III
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James D. Oldham, III, President