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): April 7, 2011
Date of Report (Date of earliest event reported): May 3, 2007
ETERNAL IMAGE, INC.
(Exact name of registrant as specified in its charter)
Delaware				000-18889			20-4433227
(State or other jurisdiction of incorporation)			(Commission file number)				(IRS Employer Identification No.)
28800 Orchard Lake Road, Suite 130, Farmington, MI					48334
(Address of principal executive offices)						(Zip Code)
	Registrants’ telephone number including area code: (248) 932-3333
		Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


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 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 41 -– ~~MATTERS~~REGISTRANT’S ~~RELATED~~BUSINESS TOAND ~~ACCOUNTANTS & FINANCIAL STATEMENTS~~ OPERATIONS

Item 41.01 - ~~Changes~~Entry ininto ~~Registrant's~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

~~Demetrius~~SECTION &2 ~~Company,~~– ~~L.L.C.,~~FINANCIAL formerly the independent registered public accountant for Eternal Image, Inc. (the “Company”), resigned as the Company's independent registered public accountant on April 7, 2011 based upon the fact that they have not received payment of their prior year audit fee and therefore are not independent under the laws of the Securities and Exchange Commission. A copy of the resignation letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.INFORMATION

AtItem ~~this~~2.03 ~~time,~~– ~~the~~Creation ~~Company~~of ~~has~~a ~~not~~Direct ~~engaged~~Financial ~~new~~Obligation ~~auditors~~or ~~but~~an isObligation inunder ~~the~~an ~~process~~Off-Balance ofSheet ~~vetting~~Arrangement ~~two~~of ~~firms local to its office in metro-Detroit.~~ Registrant

~~The~~SECTION ~~action~~5 to– ~~engage~~CORPORATE ~~new~~GOVERNANCE ~~auditors~~AND ~~was approved by the Board of Directors. No audit committee exists, other than the members of the Board of Directors.~~ MANAGEMENT

InItem ~~connection~~5.01 ~~with~~– ~~audit~~Changes of fiscal years ended December 31, 2009 and 2008 and the cumulative period of January 1, 2010 through September 30, 2010 and through the date of resignation of the accountants, no disagreements exist with the former independent registered public accountant on any matter of accounting principles or practices, financial statement disclosure, internal control assessment, or auditing scope of procedure, which disagreements if not resolved to the satisfaction of the former accountant would have caused them to make reference in ~~connection~~Control ~~with their report to the subject~~ of ~~the disagreement(s).~~ Registrant

~~The~~On ~~audit~~May ~~reports~~3, by2011, ~~Demetrius~~the &Registrant ~~Company,~~finalized ~~L.L.C.~~a ~~for~~working ~~the~~capital ~~fiscal~~loan ~~years~~arrangement ~~ended~~with ~~December~~Waterloo ~~31,~~International ~~2009~~Funeral ~~and 2008~~Supply, ~~contained~~LLC (an ~~opinion~~Indiana ~~which~~limited ~~included~~liability acompany) ~~paragraph~~as ~~discussing~~the ~~uncertainties~~lender. ~~related~~The togoverning ~~continuation~~agreements of(the “Loan Documents”) that the ~~Company~~parties asentered into are: a ~~going~~Working ~~concern~~Capital Loan Agreement, Security Agreement and ~~did~~Escrow ~~not~~Agreement. ~~include~~Pursuant anto ~~adverse~~the ~~opinion~~Loan orDocuments, athe ~~disclaimer~~maximum ofloan ~~opinion~~amount oris ~~were~~$525,000. ~~not~~Previous ~~qualified~~advances orin ~~modified~~March asand toApril, ~~uncertainty~~2011, ~~audit~~totaling ~~scope~~$104,300 orhave ~~accounting~~been ~~principles~~included as part of the loan arrangement.

~~The~~In ~~Company~~summary, ~~provided~~the ~~Demetrius~~Working &Capital ~~Company,~~Loan ~~L.L.C.~~Agreement ~~with~~calls afor ~~copy~~interest on advances of ~~this~~4% ~~Current~~paid ~~Report~~quarterly with the due date on ~~Form~~any particular advance being four years from the date of the advance. The Lender is entitled to an 8-K% bonus of up to $1,000,000 ~~and~~of ~~requested~~the ~~that~~net ~~Demetrius~~proceeds &the ~~Company,~~Registrant Lreceives if it is acquired within five years of the date of the Loan Documents.~~L.C.~~ ~~furnish~~This agreement requires Clint Mytych, the ~~Company~~Registrant’s ~~with~~CEO and CFO, as a ~~letter~~limited ~~addressed~~guarantor toon the ~~Securities~~any ~~and~~advances, ~~Exchange~~to ~~Commission~~pledge ~~stating~~as ~~whether~~collateral, ~~Demetrius~~half &of ~~Company~~his 50,000,000 Lshares of his voting, non-convertible preferred shares (the “Pledged Preferred Shares”).L The Pledged Preferred Shares have voting rights equal to approximately 46.C.5% ~~agrees~~of ~~with~~all the ~~statements~~Registrant’s ~~made~~voting byshares. ~~Company~~The invoting ~~response~~rights attached to the ~~disclosures~~Pledged ~~required~~Preferred byShares ~~Item~~remain ~~304(a)~~with ofMr. ~~Regulation S-K~~Mytych ~~contained~~unless ~~herein.~~the Registrant defaults on the Working Capital Loan Agreement. The ~~Company~~pledge ~~subsequently~~arrangement ~~received~~is ~~the~~governed ~~requested~~by ~~letter,~~a Security Agreement and aan ~~copy~~Escrow ofAgreement; ~~such~~the ~~letter~~latter isappoints ~~attached~~Douglas R. Adelsperger as ~~Exhibit 16~~escrow agent to hold the certificate representing the Pledged Preferred Shares in escrow.2 Finally, the Lender has the right to ~~this~~appoint ~~Current~~its ~~Report~~representative onto ~~Form~~the ~~8-K~~Registrant’s board of directors.

~~SECTION~~The 9Working –Capital ~~FINANCIAL~~Loan ~~STATEMENTS~~Agreement, Security Agreement and ~~EXHIBITS~~Escrow Agreement are attached hereto as Exhibits 10.1. 10.2 and 10.3, respectively, and incorporated by reference herein.

~~ITEM~~SECTION 9~~.01(d)~~ – FINANCIAL STATEMENTS and EXHIBITS

Exhibit Number		Description
16.1 16.2		April 7, 2011, Resignation Letter from Demetrius & Company, L.L.C. April 11 2011, Letter from Demetrius & Company, L.L.C. addressed to the Securities and Exchange Commission

Item 9.01(D) Exhibits

SIGNATURES

Exhibit Number

Description

10.1

10.2

10.3

Working Capital Loan Agreement

Security Agreement

Escrow Agreement

~~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.~~SIGNATURES

	ETERNAL IMAGE, INC.
Date: April 12, 2011	By: /s/ Clint Mytych
	Clint Mytych
	Chief Executive Officer, Chief Financial Officer and Chairman

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.


	ETERNAL IMAGE, INC.


Date: May 10, 2011	By: /s/ Clint Mytych
	Clint Mytych
	Chief Executive Officer, Chief Financial Officer and Chairman

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