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
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(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
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     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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     Exchange Act (17 CFR 240.13e-4(C))







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
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Nichlous Herren, President