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 14, 2011
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		~~000-18889~~			~~20-4433227~~
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)	~~(Commission file number)~~				~~(IRS Employer Identification No.)~~
28800 Orchard Lake Road, Suite 130, Farmington, MI		48334			~~48334~~
(Address of principal executive offices)		(Zip Code)				~~(Zip Code)~~
Registrants’ telephone number including area code: (248) 932-3333	~~Registrants’ telephone number including area code: (248) 932-3333~~
	Not Applicable	~~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 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.0201 – ~~Termination~~Entry ofinto a Material Definitive Agreement

On ~~February~~November 1618, ~~2010~~2011, ~~the~~Eternal ~~Registrant~~Image, ~~and~~Inc. ~~Matthews International Corporation~~ (the “~~Matthews~~Company”) ~~had~~ entered into a ~~Letter~~Second ofSettlement ~~Understanding~~Agreement and Mutual Release (the “~~LOU~~Agreement”) ~~wherein~~with Matthews ~~became~~International aCorporation ~~licensee~~(“Matthews”). Pursuant ofto ~~certain~~the ofAgreement, ~~the~~Eternal ~~registrant’s~~Image ~~products.~~paid Matthews is$500 and executed a ~~designer,~~promissory ~~manufacturer~~note ~~and~~in ~~marketer~~favor ~~principally~~of Matthews in the principal amount of ~~memorialization~~$10,500, ~~products~~payable ~~and~~in ~~brand~~equal ~~solutions~~monthly installments until November 15, 2012. ~~Their~~ On ~~memorialization~~such ~~products~~date, ~~consist~~the ~~primarily~~entire ofunpaid ~~bronze~~principal ~~memorials~~balance ~~and~~of ~~other~~the ~~memorialization~~promissory ~~products~~note, ~~caskets~~together ~~and~~with ~~cremation~~all ~~equipment~~accrued ~~for~~interest, ~~the~~shall ~~cemetery~~become ~~and~~immediately ~~funeral~~due ~~home~~and ~~industries~~payable.

~~Certain~~In ~~disputes~~consideration ~~have~~for ~~arisen between~~ the ~~parties~~$500 ~~regarding~~payment ~~the LOU~~ and ~~its provisions and~~ the ~~parties’~~promissory ~~rights~~note, ~~and~~Matthews ~~obligation~~released ~~thereunder.~~the ~~Accordingly,~~Company ~~the~~from ~~parties~~any ~~have~~claims ~~agreed~~arising toout ~~terminate~~of the ~~LOU.~~Company’s ~~This~~alleged ~~agreement~~breach ~~has~~of ~~been~~paragraph ~~memorialized~~7 inof athe Settlement Agreement and Mutual Release, ~~(the “Agreement”)~~ dated May 26, 2011., Anby ~~originally~~ and ~~fully~~between ~~executed~~the ~~copy~~Company ofand ~~the~~Matthews, ~~Agreement~~filed ~~was~~as ~~delivered~~Exhibit 10.1 to the ~~Registrant~~Company’s Current Report on orForm ~~about~~8-K, dated June 1420, 2011. The settlement does not constitute an admission of liability or wrongdoing by either party.

The ~~principal~~foregoing ~~terms~~description of the Agreement ~~are:~~is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 incorporated herein in its entirety by reference.

~~(1)~~SECTION 9 – FINANCIAL STATEMENTS and EXHIBITS

Matthews paid the Registrant $25, 000;

(2)

The parties mutually released each other from any rights or obligations that may have existed under the Agreement; and

(3)

Although the Agreement is terminated, Matthews may market the Registrant’s products that it has in its inventory without any obligation to the Registrant during what the Agreement defines as a “Sell-off Period”. After the Sell-off period, Matthews must destroy the unsold inventory. The Sell-off period is for a term of one year from the date oif the Agreement.

The Settlement Agreement and Mutual Release is attached hereto as Exhibits 10.1 and incorporated by reference herein.

SECTION 9 – FINANCIAL STATEMENTS and EXHIBITS

Item 9.01(D) Exhibits

Exhibit Number		Description
10.1		Settlement Agreement and Mutual Release

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



Exhibit Number		Description
10.1		Second Settlement Agreement and Mutual Release

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 20, 2011	By: /s/ Clint Mytych
Date: November 22, 2011	By: /s/ Clint Mytych
	Clint Mytych
	Chief Executive Officer, Chief Financial Officer and Chairman

Filing Compare · Eternal Image Inc