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): June 9, 2010
Date of Report (Date of earliest event reported): January 7, 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
28800 Orchard Lake Road, Suite 130, Farmington Hills, 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 3~~1

~~SECURITIES~~Item ~~AND TRADING MARKETS~~ 3.03

~~Item~~Material ~~3.02~~Modifications -to Rights of Security Holders

~~Unregistered~~See ~~Sales~~the ofdisclosure ~~Equity~~set ~~Securities~~forth in Item 5.03, below.

~~SECTION~~Item 5.01

~~CORPORATE~~Changes ~~GOVERNANCE~~in ~~AND~~Control ~~MANAGEMENT~~of Registrant

See the disclosure set forth in Item 5.0203, -below.

~~Departure~~Item ~~of Directors or Certain Officers; Election of~~ 5.03

~~Directors;~~Amendment ~~Appointment~~to Articles of ~~Certain~~Incorporation ~~Officers~~or Bylaws; ~~Compensatory~~Change in Fiscal Year.

~~Arrangements~~On January 3, 2011, the Company amended its certificate of ~~Certain~~incorporation ~~Officers~~by filing a Certificate of Amendment of its Certificate of Incorporation (the “Certificate of Amendment”) reflecting a reverse split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based upon a ratio of one-for-20 shares, so that every twenty (20) outstanding shares of Common Stock before the reverse stock split shall represent one share of Common Stock after the reverse stock split; the reverse split was effective with the Financial Industry Regulatory Authority on January 7, 2011. Our stock symbol will temporarily be quoted under the symbol ETNLD for 20 trading days starting January 7, 2011 to reflect the Reverse Split, after which, our stock symbol will revert to the normal ETNL.

OnThe ~~June~~Amendment 9also reduced the number of authorized shares of the Company’s common stock from 750,000,000 ~~2010~~to 100,000,000. ~~the~~This ~~Registrant~~amendment ~~appointed~~was ~~Frank~~approved ~~Colapinto~~by ~~president~~the majority consent of ~~its~~the ~~recently~~Company’s ~~created~~shareholders ~~gift~~on ~~division~~November 8, 2010 (the “Record Date”). ~~This~~The ~~division~~Company ~~will~~now ~~market~~has ~~candles~~authorized 150,000,000 ~~prayer~~shares ~~cards~~of capital stock, ~~register~~of ~~books~~which 100,000,000 are authorized as common stock and ~~other~~50,000,000 ~~related~~are ~~ancillary~~authorized ~~products~~as Voting Non-Convertible Preferred Stock. The above description of the Certificate of Amendment is a summary and is not complete. Reference is made to the recorded copy of the Certificate of Amendment which is filed as Exhibit 3.1 to this Form 8-K., and incorporated by reference herein.

All 50,000,000 shares of Voting Non-Convertible Preferred Stock are outstanding and held by Clint Mytch, the Company’s Chief Executive, Chief Financial Officer and Chairman of the Board (the “Mytych Preferred Shares”). The holder of one share of the Voting Non-Convertible Preferred Stock has voting rights on all matters presented to common shareholders equal to 10 shares of common stock.

~~Mr.~~Before ~~Colapinto,~~the ~~66,~~aforementioned ~~has~~reverse ~~been~~split ~~involved~~of incommon ~~the~~stock ~~gift~~effected ~~industry~~by ~~since~~the ~~1970.~~aforementioned ~~From~~Certificate ~~1970~~of ~~to the present day~~Amendment, heas ~~has been president~~ of ~~his~~the ~~own~~Record ~~firm~~Date, ~~Frankco~~the &Mytych ~~Associates,~~Preferred aShares ~~sales~~represented ~~representation~~approximately ~~firm~~41% toof the ~~gift~~Company’s ~~industry~~voting ~~that~~shares ~~achieved annual revenues exceeding $30million~~outstanding. HeAs ~~was also the Vice President~~ of ~~Sales~~that ~~and~~same ~~Marketing~~Record ~~of Second Nature Design~~Date, aafter ~~national~~giving ~~gift~~effect ~~manufacturer~~to ~~and~~the ~~distribution~~above ~~company,~~described areverse ~~position~~split heof ~~held~~common ~~from~~stock ~~1994~~effected ~~until~~by ~~April 2010.. Mr. Colapinto was~~ the ~~Senior~~aforementioned ~~Vice~~Certificate ~~President~~ of ~~Sales and Marketing of Cast Art Industries~~Amendment, athe ~~large~~Mytych U.Preferred S.Shares ~~gift~~represent ~~and~~approximately ~~collectible~~93% ~~manufacturer,~~of ~~from~~the ~~1990~~Company’s ~~until~~voting ~~2003. Mr.~~shares ~~Colapinto will devote his full-time to his new position~~outstanding.

InItem ~~connection with his appointment, Mr~~7. Colapinto, entered into an employment agreement with the Registrant, effective June 1, 2010. A copy of the executed employment agreement is attached hereto as Exhibit 10.1, and incorporated by reference hereto. A brief description of the material terms of this agreement are as follows:01

·Regulation FD Disclosure.

In connection with the Articles of Amendment effective on January 3, 2011, and the subsequent January 7, 2011, Financial Industry Regulatory Authority effective trading date for the reverse split the Company issued a press release on January 11, 2011, that announced these events. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The ~~term~~information in this Item 7.01 of this Form 8-K is ~~five~~being ~~years;~~furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities

·2

~~His~~Exchange ~~compensation~~Act ~~includes: a weekly salary~~ of $11934,~~000---deferred~~ ~~and~~except ~~accrued~~to ~~until~~ the ~~Registrant~~extent isthat inthe aCompany ~~financial~~specifically ~~position~~incorporates toit ~~make~~by ~~said~~reference. ~~payments;~~This ~~$1,500~~report ~~per~~under ~~week,~~Item ~~thereafter;~~7.01 ~~furthermore,~~is ~~the~~not ~~foregoing~~deemed ~~notwithstanding,~~an headmission ~~shall~~as ~~be entitled~~ to the ~~same~~materiality ~~base~~of ~~salary~~any ~~equal~~information toin anthis ~~average~~report ofthat ~~the~~is ~~annual~~required ~~salaries~~to ofbe ~~the~~disclosed ~~three~~solely ~~founding senior executives employed~~ by ~~the~~Regulation ~~Registrant~~FD.

·Item 9.01. Financial Statements and Exhibits.

~~Reimbursement~~(d) ofExhibits. ~~reasonable business expenses;~~

·The following exhibits are attached with this report on Form 8-K:

~~In addition to salary and fringe benefits, Mr~~3.1 Colapinto shall be entitled to receive performance bonus paid on a semi-annual basis equal to twenty-five (25%) percent of the adjusted gross profit of the Registrant’s gift division and other incentive compensation as authorized by the Board of Directors year annual renewals.

·Certificate of Amendment of Certificate of Incorporation of Eternal Image, Inc. (filed copy)

The issuance of 5,000,000 shares of our restricted common stock known as a “signing shares”, which shares have “piggyback” registration rights if and when the Registrant files a registration statement in the future99. 1

~~Mr.~~Press ~~Colapinto owns 1~~release,~~833,333~~ ~~shares~~dated ofJanuary ~~the~~11, ~~Registrant’s~~2011, ~~common~~issued ~~stock~~by ~~which~~Eternal heImage, ~~purchased in a private transaction in 2009~~Inc.

There are no family relationships between Mr. Colapinto and any other executive officers or directors of our company. Other than the aforementioned stock purchase by Mr. Colapinto in 2009 and the provisions of the employment agreement, including those to issue shares as a signing bonus to Mr. Colapinto in connection with his employment agreement, there have been no transactions during our last two fiscal years, or any currently proposed transaction, or series of similar transactions, to which we were or are to be a party in which Mr. Colapinto had or will have a direct or direct material interest.SIGNATURES

~~The~~Pursuant ~~shares issued~~ to ~~Mr.~~the ~~Colapinto~~requirements ~~referred~~of tothe ~~herein~~Securities ~~have~~Exchange ~~been~~Act ~~issued~~of in1934, ~~reliance upon~~ the ~~exemption~~registrant ~~from~~has ~~registration~~duly ~~provided~~caused ~~pursuant~~this report to ~~Section~~be ~~4(2)~~signed ofon ~~the~~its ~~Securities~~behalf ~~Act~~by ofthe ~~1933~~undersigned, ashereunto ~~amended~~duly authorized.

SECTION 9 – FINANCIAL STATEMENTS and EXHIBITS


	ETERNAL IMAGE, INC.


Date: January 13, 2011	By: /s/ Clint Mytych
	Clint Mytych
	Chief Executive Officer, Chief Financial Officer and Chairman

~~ITEM 9.01(d) EXHIBITS~~3

Exhibit Number		Description
10.1		Colapinto Employment Agreement

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.

	ETERNAL IMAGE, INC.
Date: June 11, 2010	By: /s/ Clint Mytych
	Clint Mytych
	Chief Executive Officer and Chairman

Filing Compare · Eternal Image Inc