EXHIBIT 99.1


                     STATEMENT OF UNANIMOUS WRITTEN CONSENT
                  TO ACTION TAKEN IN LIEU OF THE ANNUAL MEETING
                               OF THE DIRECTORS OF
                          E'PRIME AEROSPACE CORPORATION
                               BY WAIVER OF NOTICE

DATE:             July 25, 2006
Place:            Telephonically


The  Undersigned,  being all of the  directors  of E'Prime  Aerospace  Co. ("the
Corporation")  a corporation  organized and existing  under and by virtue of the
General Corporation Law of the State of Colorado, hereby waive notice of and the
holdings  of a meeting of the Board of  Directors  of said  corporation,  and do
hereby consent to and adopt the following Resolution this 25th day of July, 2006
and after due discussion, IT WAS UNANIMOUSLY:

ACKNOWLEDGED THAT, B. G. DAVIS had entered into a Stock Purchase Agreement dated
July 25, 2006 with OLDHAM GROUP,  INC. whereby B. G. Davis sold to Oldham Group,
Inc.  386,800,000  shares of the common  stock of the  corporation  owned by Mr.
Davis, thereby reducing his ownership to 90,000,00 shares.

ACKNOWLEDGED  THAT,  pursuant to the terms of said Agreement,  the new purchaser
was  obligated to cause the  Corporation  to repay the  outstanding  shareholder
loans to B. G. Davis in the amount of $1,024,710.46 on or before July 25, 2007.

ACKNOWLEDGED  THAT,  pursuant  to the terms of said  Agreement,  B. G. Davis had
decided to retire as  President  and  Chairman of the Board of  Directors;  that
Betty S.  Davis had  decided  to  retire  as  Secretary  and  Treasurer  for the
Corporation,  and that Richard L. Elrod had decided to retire as a member of the
Board of Directors of the Corporation, and written retirements were delivered to
the Board from each.

RESOLVED,  that said resignations of B. G. Davis,  Betty S. Davis and Richard L.
Elrod be and they were accepted  effective  upon the  conclusion of this meeting
and the election of their successors.

RESOLVED that the following  officers and directors  were approved and appointed
as the  Officers  and  Directors  of  E'Prime  Aerospace  Corporation  with them
agreeing to take office as of the day of this meeting.

       James D. Oldham, III         President and Chairman of Board of Directors
       B. G. Davis                  Director
       __________________           ______________
       __________________           ______________

Said appointments will be effective as of July 25, 2006 and shall continue until
such time as an annual meeting is held and the shareholder  elect a new board of
Directors.



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RESOLVED,  that the aforesaid  resolutions  were duly adopted in accordance with
the  applicable  provisions  of the section of the General  Corporate Law of the
State Colorado.

Prompt  notice of the  taking  of this  corporate  action is being  given to all
stockholders  who did not consent in  writing,  in  accordance  with the General
Corporate Law of the State of Colorado.

All officers and agents are authorized to take  appropriate  corporate action to
effect these changes.

Appropriate  officers and or agents make such notification to operating agencies
and the public as may be required.

IN WITNESS WHERE OF:  The undersigned have executed this Consent:

B.G. Davis
Director, President, Chairman                   /s/ B.G. Davis
                                                --------------------------
Betty S. Davis
Director, Secretary, Treasurer                  /s/ Betty S. Davis
                                                --------------------------
Richard L. Elrod
Director                                        /s/ Richard L. Elrod
                                                --------------------------
James D. Oldham, III
Director                                        /s/ James D. Oldham, III
                                                --------------------------
















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