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): November 18, 2011
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)

UNITED STATES

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))

SECURITIES AND EXCHANGE COMMISSION

~~SECTION~~Washington, 1D.C. ~~– REGISTRANT’S BUSINESS AND OPERATIONS~~20549

~~Item 1.01 – Entry into a Material Definitive Agreement~~________________

OnFORM ~~November~~8-K 18, 2011, Eternal Image, Inc. (the “Company”) entered into a Second Settlement Agreement and Mutual Release (the “Agreement”) with Matthews International Corporation (“Matthews”). Pursuant to the Agreement, Eternal Image paid Matthews $500 and executed a promissory note in favor of Matthews in the principal amount of $10,500, payable in equal monthly installments until November 15, 2012. On such date, the entire unpaid principal balance of the promissory note, together with all accrued interest, shall become immediately due and payable.

InCURRENT consideration for the $500 payment and the promissory note, Matthews released the Company from any claims arising out of the Company’s alleged breach of paragraph 7 of the Settlement Agreement and Mutual Release, dated May 26, 2011, by and between the Company and Matthews, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 20, 2011. The settlement does not constitute an admission of liability or wrongdoing by either party. REPORT

~~The~~Pursuant ~~foregoing description of the Agreement is qualified in its entirety by reference~~ to ~~the~~Section ~~full~~13 ~~text~~or 15(d) of the ~~Agreement,~~Securities aExchange ~~copy~~Act of ~~which is attached hereto as Exhibit 10.1 incorporated herein in its entirety by reference.~~1934

~~SECTION~~Date 9of –Report ~~FINANCIAL~~(Date ~~STATEMENTS~~of ~~and~~earliest ~~EXHIBITS~~event reported): March 23, 2012 ____________________________________

~~Item~~ETERNAL 9IMAGE, INC.01 (DName of registrant in its charter) ~~Exhibits~~

~~The following exhibit is filed with this report on Form 8-K:~~ _____________________________________

Exhibit Number	Description
Delaware	000-18889	20-4433227
10.1	Second Settlement Agreement and Mutual Release
(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)

~~SIGNATURES~~Registrant's telephone number: (248) 932-3333

~~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: November 22, 2011	By: /s/ Clint Mytych
	Clint Mytych
	Chief Executive Officer, Chief Financial Officer and Chairman

Check the appropriate box below if the Form 8-K 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

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 8.01 Other Items

Effective March 23, 2012, Eternal Image, Inc. (the “Company”) has terminated its business relationship with supplier Waterloo International Funeral Supply (WIFS). WIFS was the Company’s primary supplier of caskets, urns and other memorial products within the Company’s brand portfolio. In management’s view, termination of the supplier relationship was necessitated due to WIFS’ continued failure to meet production and other deadlines, and their increasingly negative actions toward the Company, in marked departure from the parties’ established course of business conduct.

The Company has booked a record volume of product orders during the past quarter, but has not yet been unable to capitalize on those orders as a result of the disruption caused by these supply problems. Management has identified a replacement supplier and is working to finalize the terms of the relationship and ramp up production with that supplier.

If the Company is unable to secure product supply in time to capitalize on market demand and generate sufficient revenues to meet its debt obligations, or to otherwise obtain sufficient operating capital, it may be unable to continue as a going concern.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	ETERNAL IMAGE, INC.
Dated: March 28, 2012	By:	/s/ Clint Mytych
	Name:	Clint Mytych
	Title:	Chief Executive Officer, Chief Financial Officer and Chairman

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