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) January ~~March 26~~23, ~~2018~~2019

ETERNITY HEALTHCARE INC.

(Exact name of registrant as specified in its charter)

Nevada		000-52138		75-3268426
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Team Youn Bio Medicine International Corp. Limited
Flat/Rm 1006 10/F

Hang Seng Tsim Sha Tsui Bldg

18 Carnarvon Road,

Tsim Sha TsuiI, KL, Hong Kong

(Address of principal executive offices)

+8613691884662

Registrant’s telephone number, including area code

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 4.01 ~~Entry~~Changes ~~Into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant

~~On March 26, 2018, Eternity Healthcare Inc.~~ (~~the “Company”) entered into~~ a Credit Loan Agreement with Shenzhen Dongyang Medical Technology Co., Ltd., as lender, and the Company’s wholly-owned subsidiary, Guizhou Tongren Healthy China Biotechnology Co., Ltd., as borrower (“Tongren Healthy”), ~~pursuant~~Dismissal ~~to which the Company agreed to guaranty payment~~ of ~~the~~Principal indebtedness under a loan facility providing Tongren Healthy with advances for up to $25 million. Advances under the loan facility bear interest at the rate of 10% per annum. The loan facility has a term of five years. A copy of the Credit Loan Agreement is annexed as Exhibit 10.1 to this report.Accountant

~~Tongren Healthy~~1. On January 23, 2019, Eternity Healthcare Inc. (the ~~leading~~“Company”) ~~stem~~dismissed ~~cell~~Marcum ~~therapy~~Bernstein ~~service~~& ~~company~~Pinchuk ~~serving~~LLP ~~Guizhou~~(“MBP”) as ~~Province~~its ~~and~~independent ~~Western~~registered ~~China~~principal accounting firm. MBP has been the Company’s independent registered principal accounting firm since January 29, is2018 ~~constructing~~and issued a 50report on the Company’s financial statements for the year ended April 30,~~000~~ ~~square-feet~~2018. ~~facility~~MBP’s report on the Company’s financial statements for ~~stem~~the ~~cell~~fiscal ~~harvesting~~year ended April 30, ~~storage~~2018 ~~and~~did ~~transformation~~not contain an adverse opinion or a disclaimer of opinion, ~~and~~nor ~~patient~~was ~~treatment~~it ~~which~~qualified isor ~~expected~~modified as to beaudit ~~operational~~scope inor ~~May~~accounting principles except to indicate ~~2018.~~that ~~Advances~~there ~~under~~was ~~the~~substantial ~~credit~~doubt ~~facility~~about ~~will~~the beCompany’s ~~used~~ability to ~~construct~~continue ~~and~~as ~~equip~~a ~~the~~going ~~medical~~concern. ~~facility~~The ~~and~~decision to ~~provide~~change ~~Tongren Healthy~~auditors ~~with~~was ~~working~~approved ~~capital~~by tothe ~~operate~~Board ~~the~~of ~~medical~~Directors ~~facility~~of the Company.

~~Item 7~~2.01 ~~Regulation~~During FDthe ~~Disclosure~~year ended April 30, 2018 and the subsequent interim periods through the date of this filing, (i) the Company has not had any disagreements with MBP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to MBP’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods, and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

~~On March~~3. ~~29,~~The ~~2018,~~Company ~~the~~has ~~Company~~provided ~~issued~~MBP with a copy ~~press~~of ~~release~~disclosures ~~announcing~~it ~~that~~is itmaking ~~had~~in ~~completed~~this ~~the~~Form ~~acquisition~~8-K ofand ~~Guizhou~~requested ~~Tongren~~that ~~Healthy China~~MBP ~~Biotechnology~~furnish ~~Co.,~~a ~~Ltd.,~~letter addressed to the Securities and ~~that~~Exchange Commission itstating ~~had~~whether ~~entered~~or ~~into~~not it agrees with the ~~Credit~~statements ~~Loan~~made ~~Agreement~~herein. A copy of ~~the~~MBP’s ~~press~~letter ~~release~~dated January 23, 2019, is filed as Exhibit 9916.1 ~~to this report~~hereto.

~~The information in this Item 7.01 and Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~ (~~the “Exchange Act”~~b), orEngagement ~~otherwise subject to the liability~~ of ~~such~~Principal Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Accountant

1. On January 23, 2019, the Company engaged Simon & Edward, LLP (“SE”) as its registered independent public accountants. The decision to engage SE was approved by the Board of Directors of the Company.

2. During the Company’s two most recent fiscal years ended April 30, 2018, and through the date of this filing, the Company did not consult with SE on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and SE did not provide either a written report or oral advice to the Company that SE concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.		Description
10.1		Credit Loan Agreement.
16.1		Letter to Securities and Exchange Commission from Marcum Bernstein & Pinchuk LLP dated January 23, 2019.
99.1		Press release issued by Eternity Healthcare Inc. on March 29, 2018.

SIGNATURES

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.

	ETERNITY HEALTHCARE INC.
March 29, 2018	By:	/s/ Wei Tao Wang
January 23, 2019	By:	/s/ Wei Tao Wang
		Wei Tao Wang
		President and Chief Executive Officer

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