Etotalsource 10Q 2008 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED:

For the Quarterly Period Ended September 30, 2008

Commission File No. 33-49797

ETOTALSOURCE, INC.

(Name of Small Business Issuer in Its Charter)

Colorado		84-1066959
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1818 North Farwell Avenue, Milwaukee, WI		53202
(Address of Principal Executive Offices)		(Zip Code)

( 414) 727-2695
(Issuer’s Telephone Number, Including Area Code)

Indicate by a check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of September 30, 2008 -299,998,972 shares of common stock

Indicate by a check mark whether the registrant is (check one):

an accelerated filer ¨ a non accelerated filer ¨ or a smaller reporting company x

ETOTALSOURCE, INC.

FORM 10-Q

TABLE OF CONTENTS

PART 1	FINANCIAL STATEMENTS	3

Item 1.	Financial Statements	3

	Balance Sheet as of September 30, 2008 (Unaudited) and December 31, 2007 (Audited)	3

	Statements of Operations for the Three Months and Nine Months Ended September 30, 2008 and 2007 (Unaudited)	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements as of September 30, 2008 (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

PART II	OTHER INFORMATION	12

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Submission of Matters to a Vote of Security Holders	13

Item 5.	Other Information	13

Item 6.	Exhibits	13

SIGNATURES		14

CERTIFICATIONS

Certification of CEO & CFO Pursuant to 13a-14(a) under the Exchange Act

Certification of the CEO & CFO Pursuant to 18 U.S.C. Section 1350

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

eTotalSource, Inc

Balance Sheet

	September 30, 2008 (Unaudited)			December 31, 2007 (Audited)
*Current Assets*
Cash	$	572		$	969
Prepaid Expense		2,950			2,950
Total Current Assets		3,522			3,919

*Other Assets*
Prepaid finance cost		411			3,223

*Total Assets*	$	3,933		$	7,142

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

*Current Liabilities*
Convertible notes payable	$	50,000		$	225,000
Notes payable		839,754			839,754
Judgments payable		471,729			204,788
Accounts payable and other accrued liabilities		302,243			283,234
Accrued compensation payable		1,092,203			1,092,203
Accrued interest payable		898,070			770,204
Convertible Debentures, less current maturities and net of amortized discount of $41,064 and $139,207 respectively		905,448			848,071
Total Current Liabilities		4,559,447			4,263,254

Commitments and Contingencies
*Stockholders' Equity (Deficit)*
Common stock; no par value; 300 million shares authorized,
299,998,972 shares issued and outstanding, respectively		6,731,159			6,731,159
Accumulated (deficit)		(11,286,673	)		(10,987,271	)
Total Stockh4olders' Equity (Deficit)		(4,555,514	)		(4,256,112	)

*Total Liabilities and Stockholders' Equity (Deficit)*	$	3,933		$	7,142

See accompanying notes.

eTotalSource, Inc

Statement of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007

Revenues	$	-		$	-		$	-		$	-

General and Administrative Expenses		5,574			9,940			19,406			131,288

Operating Income (Loss)		(5,574	)		(9,940	)		(19,406	)		(131,288	)

Other Income (Expense)
Interest expense		(98,209	)		(94,284	)		(277,183	)		(274,162	)
Other income (expense), net		(944	)		170,250			(2,812	)		170,250
Total Other Income (Expense)		(99,153	)		75,966			(279,995	)		(103,912	)

Net (Loss)	$	(104,727	)	$	66,026		$	(299,401	)	$	(235,200	)

Basic and Diluted (Loss) per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding		299,998,972			126,622,940			299,998,972			98,665,714

See accompanying notes.

eTotalSource, Inc.

Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2008			2007
Cash Flows From (Used in) Operating Activities:
Net (loss)	$	(299,401	)	$	(235,200	)
Amortization		2,812			-
Amortization of discounted convertible debentures		57,377			74,146
Stock options and warrant expense		-			55,796
Changes in assets and liabilities:
Decrease (increase) in prepaid expense		-			(2,950	)
Increase (decrease) in payables, and accrued liabilities		19,008			(167,373	)
Increase (decrease) in other current assets		-			801
Increase (decrease) in accrued interest payable		219,807			200,016
Net Cash (Used in) Operating Activities		(397	)		(74,764	)

Cash Flow From (Used in) Financing Activities:
Proceeds from issuance of convertible debt		-			72,000
Proceeds from issuance of notes payable		-			7,640
Net Cash (Used in) Financing Activities		-			79,640

Increase (Decrease) in Cash		(397	)		4,876

Cash - Beginning of Period		969			563

Cash - End of Period	$	572		$	5,439

Supplemental Disclosures of Cash flow Information:
Interest paid	$	-		$	-
Income taxes paid		-			-
Non-cash investing and financing transactions:
Accounts Payable		7,492			-
Note Payable		(7,492	)		-
Conversion of convertible debentures		-			24,000
Discount on convertible debentures		-			14,400
Convertible Note Payable		175,000			-
Accrued Interest Payable		91,140			-
Judgment Payable		(266,140	)		-

See accompanying notes.

eTotalSource, Inc.

Notes to Condensed Financial Statements as of September 30, 2008

NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with Securities Exchange Commission requirements for interim financial statements. Therefore, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes there to contained in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007 as filed with the Securities Exchange Commission.

The results of operations for the interim period shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim period a fair statement of such operations. All such adjustments are of a normal recurring nature.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates.

Going Concern Uncertainty

The Company’s financial statements are prepared based on the going concern principle. That principal anticipates the realization of assets and payments of liabilities through the ordinary course of business. No adjustments have been made to reduce the value of any assets or record additional liabilities, if any, if the Company were to cease to exist. The Company has incurred significant operating losses since inception. These operating losses have been funded by the issuance of capital, loans and advances. There can be no assurance that the Company will continue to be able to raise the funds necessary. Additionally, the lack of capital may limit the Company’s ability to establish a viable business.

NOTE 2. CONVERTIBLE NOTES PAYABLE

The Company issued a Convertible note in the principal amount of $50,000with interest at 6% payable monthly. The note was due in 2001 and is unsecured. At September 30, 2008, principal of $50,000 and accrued interest of $20,752 were due. The Note is convertible into shares of common stock of the Company at $.50 per share. The note and interest are in default.

NOTE 3. NOTES PAYABLE

The Company issued a Note in the principal amount of $25,000 with interest at 6% payable monthly. The Note was due in 2001 and is unsecured. At September 30, 2008, principal of $25,000 and accrued interest of $10,376 were due. Warrants were also issued to the note holder to purchase 18,750 shares of common stock of the Company for a period of five years from the date of issuance at $.50 per share. The note and interest are in default.

The Company issued a Note to an unrelated individual in the principal amount of $25,000 with and interest at 12%. The Note was due on October 15, 2006. At September 30, 2008, principal of $25,000 and unpaid interest of $6,502 are due. The note and interest are default.

The Company issued a Note in the principal amount of $172,000 with interest at 15% payable monthly. The Note was due on December 18, 2003. At September 30, 2008, principal of $172,000 and unpaid interest of $74,193 were due. The note and interest are in default.

The Company issued a note in the principal amount of $110,000, with interest at 10%. Principal and interest thereon was due on January 17, 2003 and subsequently extended to December 17, 2003. At September 30, 2008, principal of $110,000 and unpaid interest of $46,644 (with interest increased to 18% and due monthly beginning February 17, 2003) were due. The note and interest are in default.

The Company issued a note in the principal amount of $40,000 and interest at 15% payable monthly. The Note was due on December 18, 2003. At September 30, 2008, principal of $40,000 and unpaid interest of $17,254 were due. The note and interest are in default.

The Company issued a note in the principal amount of $50,000 and a stated interest rate of 10%. The Note was due in June 2003 and subsequently extended to June 2004. As consideration for forbearance, the note holder received 50,000 shares of common stock in 2004, valued at $.525 per share ($26,250). In October 2004, the note was extended to April 2005. In December 2005, the note was extended to June 2006. At September 30, 2008, principal of $52,483 and unpaid interest of $13,142 were due. This note and interest are in default.

The Company issued a note in the principal amount of $250,000 and interest at 10% due monthly commencing August 8, 2003. This note is a revolving credit obligation and the Company can repay and borrow up to the amount of the note. In October 2004, the note was extended to April 2005. In December 2005, the note was extended to June 2006. At September 30, 2008, principal of $262,631 and unpaid interest of $67,766 were due. This note and interest are in default.

The Company issued a an unsecured note in the principal amount of $20,000 and interest at 9.2% which was due on December 4, 2002 and subsequently extended to May 1, 2003. At September 30, 2008, principal of $20,000 and unpaid interest of $12,599 were due. The note and interest are in default.

The Company issued a note in the principal amount of $25,000 to YA Global with interest at 10% which was due on August 1, 2005. At September 30, 2008, principal of $25,000 and unpaid interest of $8,158 were due. The note and interest are in default.

The Company issued a note in the principal amount of $7,640 to YA Global with interest at 14%, which was due on October 1, 2007. At September 30, 2008, principal of $7,640 and unpaid interest of $1,323 were due.

The Company issued a note to YA Global\with interest at 12% which was due on August 1, 2005. At September 30, 2008, principal (of $100,000 and unpaid interest of $41,392 were due. The note and interest are in default.

NOTE 4. CONVERTIBLE DEBENTURES

The Company issued a Convertible debenture to YA Global with interest at 12%, which was due on November 1, 2008. The debenture is secured by 225,000,000 shares of common stock of the Company and 7,000,000 warrants. Principal and accrued interest are convertible into shares of common stock at a conversion price equal to the lower of (i) $.024 price per share of common stock or (ii) 80% of the lowest closing bid price of our common stock, as quoted by Bloomberg, L.P., for the five trading days immediately preceding the conversion date. At the due date, the Company has the option to repay the debt or issue common stock. The principal balance as of September 30, 2008 was $849,250.

The Company issued a Convertible debenture to YA Global with interest at 12%, payable on December 21, 2008. Principal and accrued interest are convertible into shares of common stock of the Company at a conversion price equal to the lower of (i) $.0018 price per share of common stock or (ii) 80% of the lowest closing bid price of our common stock, as quoted by Bloomberg, L.P., for the five trading days immediately preceding the conversion date. At the due date, the Company has the option to repay the debt or issue common stock. The principal balance as of September 30, 2008 was $7,642.

On April 13, 2007, the Company issued a convertible debenture to YA Global, in the principal amount of $72,000 with interest at 12%, payable on April 13, 2009. Principal and accrued interest are convertible into shares of common stock of the Company at a conversion price equal to the lower of (i) $.0018 price per share of common stock, or (ii) 80% of the lowest closing bid price of our common stock, as quoted by Bloomberg, L.P., for the five trading days immediately preceding the conversion date. The principal balance as of September 30, 2008 was $72,000.

On December 4, 2007, the Company issued a convertible debenture to YA Global, in the principal amount of $17,620 with interest at 15% which was payable on November 9, 2008. Principal and accrued interest are convertible into common stock at a conversion price equal to the lower of (i) $.002 price per share of common stock, or (ii) 95% of the lowest volume weighted average price of our common stock, as quoted by Bloomberg, L.P., for the thirty trading days immediately preceding the conversion date. The principal balance as of September 30, 2008 was $17,620.

Item 2. Management's Discussion And Analysis Or Plan Of Operations.

Forward-Looking Statements and Associated Risks. This Report contains forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, (f) our lack of operational experience, and (g) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur as projected.

Description of Our Business

The Company was incorporated in Colorado on September 16, 1987 as Premium Enterprises, Inc. (“Premium”) On December 20, 2002, Premium entered into a Plan and Agreement of Reorganization with eTotalSource, Inc., a California corporation (the “Company” or “eTotalSource”) and its shareholders whereby Premium acquired 91% of the issued and outstanding common stock of eTotalSource in exchange for 15,540,001 shares of common stock of Premium. The contract was completed December 31, 2002. On June 17, 2003, shareholders voted to amend the Articles to change the name of Premium Enterprises, Inc. to eTotalSource, Inc.

History

For a period of time in 1988-1994, Premium operated three fast lube locations, at various times in Arizona and Colorado as “Grease Monkey” franchises. The locations were unprofitable, two were sold, and the last franchise closed in 1994.

Premium then attempted to enter the automobile and truck tire recycling business in 1994. It formed a limited partnership, of which it owned 62.5%, and commenced limited tire recycling operations. The equipment proved to be inadequate and Premium ran out of capital and ceased all operations in 1996. Premium wrote-off all of its investment in equipment and licenses for tire recycling in 1996 and became dormant.

Business

The sole business of the Company is that of eTotalSource. The Company ceased the majority of its operations in the fourth quarter of 2006 due to lack of capital.

Financial Condition

There is substantial doubt about the ability of ETLS to continue as a going concern as disclosed in Note 1 to the financial statements for the nine months ended September 30, 2008 included in this Report. The Company continues to have operating losses and liquidity shortages, including default conditions on all notes payable and judgments payable to creditors. The Company had a net loss of $299,401 for the nine months ended September 30, 2008. Additionally, as of September 30, 2008, current liabilities exceed current assets by approximately $4,555,925.

Management continued to meet operating deficits primarily through short-term borrowings and may attempt to utilize debt and equity financing alternatives to sustain operations. Whether such financing will be available as needed and the ultimate form of such financing is uncertain and the effects of this uncertainty could ultimately lead to bankruptcy.

Going Concern Uncertainty

The Company has incurred losses from operations for the three months ended September 30, 2008, and such losses are expected to continue. In addition, the Company has no working capital. The foregoing raises substantial doubt about the Company's ability to continue as a going concern. Management's plans include seeking additional capital and/or debt financing, and re-evaluation of the Company’s business strategy as discussed above in this report. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company currently has no active operations, but, is actively pursuing operating business acquisition opportunities, and the organic development of opportunities in real estate, investment, and financing. The Company expects to incur additional losses until it acquires an operating business, or until its organic business opportunities reach a critical mass. There can be no assurance that Company will ever achieve any revenues or profitable operations.

Set forth below is a discussion of the financial condition and results of operations of etotalSource, Inc. (the "Company," "we," "us," or "our") for the three months ended September 30, 2008 and 2007. The following discussion should be read in conjunction with the information set forth in the consolidated financial statements and the related notes thereto appearing elsewhere in this quarterly report.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2007.

Revenues

Revenues for the three ended September 30, 2008 and 2007 were $0.

General & Administrative Expenses

Operating expenses for the three months ended September 30, 2008 were $5,574 as compared to $9,940 for the comparable period in 2007, a decrease of $4,366. This decrease was primarily due to the cease in operations of the Company.

Interest Expense

Interest expense for the three months ended September 30, 2008 was $98,209 as compared to $94,284 for the comparable period in 2007, an increase of $3,925. Interest is expected to continue to increase as the Company currently has no operations and has to borrow funds for expenses.

Other Income/(Expense)

Other income (expense) for the three month period ended September 30, 2008 was ($944) as compared to $170,250 for the comparable period in 2007, a decrease of $171,194. This decrease was attributed to accrued compensation to an officer of the Company that was forgiven in the three months ending September 30, 2007.

Net( Loss)/Net Income

Net loss for the three months ended September 30, 2008 was $104,727 as compared to a net income of $66,026 for the comparable period in 2007, a decrease of $170,753. This decrease was attributed to accrued compensation to an officer of the Company that was forgiven in the three months ending September 30, 2007.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2007.

Revenues

Revenues for the nine months ended September 30, 2008 and 2007 were $0.

General & Administrative Expenses

Operating expenses for the nine months ended September 30, 2008 were $19,406 as compared to $131,288 for the comparable period in 2007, a decrease of $111,882. This decrease was primarily due to the cease in operations of the Company.

Interest Expense

Interest expense for the nine months ended September 30, 2008 was $277,183 as compared to $274,162 for the comparable period in 2007, an increase of $3,021. Interest is expected to continue to increase as the Company currently has no operations and has to borrow funds for expenses.

Other Income/(Expense)

Other income (expense) for the nine month period ended September 30, 2008 was ($2,812) as compared to $170,250 for the comparable period in 2007, a decrease of $173,062. This increase was attributed to accrued compensation to an officer of the Company that was forgiven during the nine months ended September 30, 2007.

Net Loss

Net loss for the nine months ended September 30, 2008 was $299,401 as compared to a net loss of $235,200 for the comparable period in 2007, an increase of $64,201. This increase was attributed to accrued compensation to an officer of the Company that was forgiven during the nine months ended September 30, 2007.

Liquidity & Capital Resources

At September 30, 2008, the Company had $572 in cash with which to conduct operations, and no other capital resources. The company needs equity or debt financing for working capital but has no commitments for new capital availability. There can be no assurance that the Company will be able to pursue its business plan or fully exploit business opportunities that management may identify. Accordingly, the Company will need to seek additional financing through loans, the sale and issuance of additional debt and/or equity securities, or other financing arrangements, including loans from our shareholders to cover expenses. The Company presently has no sources of capital. The Company is unable to carry out any plan of business without funding. Because of the re-evaluation of our business model currently in process, we are unable to quantify and estimate our working capital requirements for the 12 months ending December 31, 2009. We cannot predict to what extent our current lack of liquidity and capital resources will impair the continuation of business or whether it will incur further operating losses. There is no assurance that we can continue as a going concern without substantial funding, for which there is no source.

Contractual Obligations and Commercial Commitments

As of September 30, 2008, the following obligations were outstanding:

Contractual Obligations	Less than 1 year
Judgments payable	$	471,729
Short Term note payables		897,246
Convertible debentures		898,070
Other current liabilities		2,292,402
Total contractual cash obligations	$	4,559,447

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

None

Item 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of September 30, 2008 and (ii) no change in internal controls over financial reporting occurred during the quarter ended September 30, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures and other procedures are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

On March 27, 2008, Gary Miller received a default judgment against the Company in the amount of $266,940.78. The breakdown of the judgment is as follows: principal was $175,000, and interest was $91,140.78. Principal and interest have been recorded prior to the issuance of this judgment.

Item 2. Unregistered Sales of Equity Securities and use of Proceeds

None

Item 3. Defaults Upon Senior Securities

As of September 30, 2008, the Company is in default under the following notes payable:

The Company issued Convertible notes with interest ranging from 6% - 8% payable monthly. The Notes are due at various times between the years of 2001 and 2003, and are unsecured. At September 30, 3008, principal of $175,000 and accrued interest of $91,941 were convertible to common stock at $.50 per share. Warrants were also issued to the note holders to purchase 73,748 shares of common stock for a term of five years from the issuance date at $.50 per share. The notes and interest are in default. The note holder received a judgment against the Company on March 27, 2008 in the amount of $266,940 for the principal and interest outstanding.

The Company issued a note in the principal amount of $50,000 and a stated interest rate of 10%. The Note was due on June 2003 and subsequently extended to June 2004. As consideration for forbearance, the note holder received 50,000 shares of common stock in 2004, valued at $.525 per share ($26,250). In October 2004, the note was extended to April 2005. In December 2005, the note was extended to June 2006. At September 30, 2008, principal of $52,483 and unpaid interest of $13,142 were due. This note and interest are in default.

The Company issued an unsecured note in the principal amount of $20,000 and interest at 9.2% which was due on December 4, 2002and subsequently extended to May 1, 2003. At September 30, 2008, principal of $20,000 and unpaid interest of $12,599 were due. The note and interest are in default.

The Company issued a note to YA Global\with interest at 12% which was due on August 1, 2005. At September 30, 2008, principal of $100,000 and unpaid interest of $41,392 were due. The note and interest are in default.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

On October 13, 2008, Mr. Orlando was terminated as Chief Restructuring Officer, Chief Financial Officer and Secretary of the Company, and Michael D’Onofrio was appointed as his replacement.

Item 6. Exhibits

31.1	Certification of CEO Pursuant to 13a-14(a) under the Exchange Act

32.1	Certification of the CEO pursuant to 18 U.S.C Section 1350

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	eTotalSource, Inc.

November 7, 2008	By:	/s/ Michael D’Onofrio
	Michael D’Onofrio
	Chief Restructuring Officer and
	Chief Financial Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	7th grade Good

Etotalsource (ETLS) Inactive 10-Q2008 Q3 Quarterly report

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