Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
eTOTALSOURCE, INC.
----------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
--------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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eTOTALSOURCE, INC.
1510 POOLE BOULEVARD
YUBA CITY, CALIFORNIA 95993
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
November 6, 2003
Dear Shareholder:
We cordially invite you to attend eTOTALSOURCE, INC.'s Special Meeting of
Shareholders at 1:00 P.M. on Friday, November 21, 2003, at 1510 Poole Boulevard,
Yuba City, California 95993. The President's Notice of Meeting and the
accompanying Proxy describe the business of the Special Meeting of Shareholders.
The enclosed Proxy statement is being furnished to shareholders of record
on October 1, 2003 of eTOTALSOURCE, INC. ("ETLS"), a Colorado corporation, in
connection with the following proposals.
YOU ARE REQUESTED TO SEND US A PROXY
The holders of a majority of a quorum of one third of the issued and
outstanding shares entitled to vote have indicated that they intend to vote in
favor of the following proposal.
Proposal 1: To Authorize the officers and directors of the Company to
amend the Company's Articles of Incorporation to increase the number
of Common Shares authorized from twenty million (20,000,000) to one
hundred million (100,000,000).
Sincerely,
/s/Terry Eilers
-------------------------
Terry Eilers, President
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO
eTOTALSOURCE, INC.
SPECIAL MEETING OF SHAREHOLDERS
November 6, 2003
This Proxy Statement is being furnished to Shareholders of eTOTALSOURCE,
INC. ("ETLS") in connection with the Special Meeting of Shareholders (the
"Meeting") to be held on Friday, November 21, 2003 and at any adjournments
thereof (the "Meeting"). The Meeting will be held at 1510 Poole Boulevard, Yuba
City, California 95993, at 1:00 P.M.
This Proxy Statement is first being mailed or given to Shareholders on or
about November 10, 2003.
We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB).
Information about us can be found in our December 31, 2002 Transitional Annual
Report filed on Form 10-KT. Additional information about us can be found in our
public filings that can be accessed electronically by means of the SEC's home
page on the Internet at http://www.sec.gov, or at other Internet sites such as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.
WE ARE ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED TO SEND US A PROXY
We are soliciting proxies even though the holders of more than 56% percent
of the shares entitled to vote have indicated that they intend to vote in favor
of these proposals. In light of the size of the holdings of these shareholders,
the current Board and management of the Company deems the likelihood of a
favorable vote on the proposals to be relatively assured. You may, however, mark
and send the proxy attached hereto to record your vote.
COSTS OF PROXY STATEMENT
We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.
VOTING
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Special Meeting. As
of this date, October 22, 2003, 18,674,207 shares of common stock were issued
and outstanding. Each shareholder is entitled to one vote for each share of
common stock held by such shareholder. We have only the single class of stock,
namely our common stock.
3
QUORUM AND VOTE NECESSARY FOR APPORVALS.
One third of all shares entitled to vote constitutes a quorum to take the
actions proposed. A majority of shares present and voting is sufficient to
approve the proposal for a increase of shares if the quorum is present. The
holders of 56.1% percent of the shares entitled to vote have indicated that they
intend to vote their 10,978,196 shares in favor of these proposals in person or
by proxy.
PROXIES
In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Amendment and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Michael Sullinger, Secretary,
eTOTALSOURCE, INC., 1510 Poole Boulevard, Yuba City, CA 95993.
IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.
The person named as proxy is Terry Eilers, President and director of the
Company.
In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.
4
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
- --------------------------------------------------------------------------------
Proposal 1: To Authorize the officers and directors of the Company to amend the
Company's Articles of Incorporation to increase the number of Common Shares
authorized from twenty million (20,000,000) to one hundred million
(100,000,000).
- --------------------------------------------------------------------------------
Proposal 1:
We are asking shareholders to authorize the directors of the Company to
increase the number of Common Shares from twenty million (20,000,000) to one
hundred million (100,000,000). This requires an amendment to our Articles of
Incorporation.
We believe that the share increase authorization in our Articles of
Incorporation is in the best interest of our corporation because we have issued
over seventeen million (17,000,000) shares which is very near our authorized
capital limit. Without additional shares authorized, the Company cannot raise
any more capital through shares, and it has substantial needs for more operating
capital.
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete share
issuances without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders with any documentation
concerning the proposed issuance prior to any share issuances. All
determinations (except involving a merger where more shares will be issued
equalling more than 20% of the issued and outstanding shares prior to the
transaction) involving share issuances are in the discretion and business
judgment of the Board of Directors in their exercise of fiduciary responsibility
but require a determination by the Board that the shares are being issued for
fair and adequate consideration.
In the future event that the Board continues to issue shares for capital,
services, or acquisitions, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company.
It is likely that the Company may acquire other compatible business
opportunities through the issuance of Common Stock of the Company. Although the
terms of any such transaction cannot be predicted, this could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such issuance. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior shareholder has paid, or at a greater than the then
current market price. Typically unregistered shares are issued at less than
market price due to their illiquidity and restricted nature, and the extended
holding period, before they may be sold.
5
As of the date of this Proxy Statement, the Company has not identified any
company or business opportunity that it intends to acquire. The Company is
continuing its current operations, and would only acquire another company or
business if it augments or compliments the current operations.
SPECIAL MEETING OF SHAREHOLDERS
At the date of this proxy statement, no other matter will presented for
action at the special meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, December 31, 2003, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in early 2004.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, October 22, 2003, the total number of
common shares outstanding and entitled to vote was 18,674,207.
The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.
REPORT AVAILABLE
Shareholders may obtain a copy of our most current annual report and later
filings without charge, by writing us at 1510 Poole Boulevard, Yuba City, CA
95993.
BIOGRAPHICAL INFORMATION
TERRY EILERS - CEO, Chairman, and Director eTotalSource, Inc. since 2002.
From 1994-Present he was founder, CEO, Director of eTotalSource, Inc., a
California corporation. Former VP, Regional Manager and Regional Training
Director for Lawyers Title Company, 1984-1987. He was involved in the creation,
operation and sale of Sydney Cambric Publishing 1983-1985, where he was in
charge of implementing marketing and management systems, developing and
supervising management training and conducting live seminars to nearly 1 million
people worldwide for many Fortune 500 companies such as, Bank of America,
Coldwell Banker, IBM, Xerox, and First American Financial. Over the past 30
years, his management and computer sales programs have been utilized by major
real estate entities, banks, savings and loans, insurance companies, sales and
research organizations and publishing companies worldwide such as Norwest
Mortgage, Century 21, Sun Trust, Stewart Title Company, and Lawyers Title.
1980-1994. He was appointed President, CEO, and Director of Premium Enterprises,
Inc. (now eTotalSource, Inc.) on December 31, 2002.
He is a frequent author, having written, and published through Crescent
Publishing, Sydney Cambric Publishing and the Disney Corporation-Hyperion
Publishing, 12 books concentrated in the real estate, business management and
personal development fields. Some of the titles Mr. Eilers has written include:
How to Sell Your Home Fast (Disney/Hyperion), How To Buy the Home You Want
6
(Disney/Hyperion), The Title and Document Handbook (Sydney Cambric), Mortgage
Lending Handbook (Sydney Cambric), Mastering Peak Performance (EMR Publishing),
Real Estate Calculator Handbook (Sydney Cambric). He has an AA Administration of
Justice -Sacramento City College 1971 Extensive Course Work - California State
College/Sacramento, Yuba College, Lincoln School of Law 1970-1985
VIRGIL BAKER - CFO, Director of the Company (since 2003) and founder of
eTotalSource, Inc. 1996-Present. He was formerly the CFO for AGRICO, a large
agriculture corporation 1993-1996 - where he designed and integrated the network
programs for the accounting, cash flow and inventory systems on a nationwide
basis. Mr. Baker had the added responsibil -ity for all of the International
commerce generation. He has a BA Accounting - California State University/Chico
- - 1992. He was appointed CFO of Premium Enterprises, Inc. (now eTotalSource,
Inc.) on December 31, 2002 and was appointed as Director in May 2003.
MICHAEL SULLINGER - COO - Secretary - (Director of eTotalSource since 2003)
Elected to Board of Directors for 2003. Extensive background in development and
management of partnerships and joint ventures. Previous private legal practice
involved business litigation, forma- tion of business entities and advising
principals and directors in the planning and operation of various companies. Has
served as a Board of Director on numerous government, business and philanthropic
organizations. He has a BA Business - San Francisco State University 1977 JD -
California Northern School of Law 1993. He was appointed Director in May 2003
and Secretary of Premium Enterprises, Inc. (now eTotalSource, Inc.) on December
31, 2002.
J. CODY MORROW - Director of eTotalSource, Inc. (since 2003) - President of
Morrow Marketing International 1995-present, $200 million+ annual sales
nationally and internationally. Current direct business operations in Europe,
Thailand and India. Many years experience in opening foreign markets. Prior to
Morrow Marketing, he was President of Monarch Development Corporation 1989-1993
a Southern California based Real Estate Development Company. He was appointed
Director of Premium Enterprises, Inc. (now eTotalSource, Inc.) in May 2003.
A. RICHARD BARBER - Director of eTotalSource, Inc. since 2003 - Founder and
senior partner of A. Richard Barber & Associates 1983- Present, a literary
agency and consultant to numerous major publishing companies. He was also the
Director of Development for Network Enterprises, Inc., 1969-1983 where he
supervised the creations and writing of television and film properties. Former
Director and Senior Editor of Public Relations, for Viking Penguin, Inc.
Lecturer in publishing at New York, Harvard and Radcliff Universities, 1971-
1989. Mr. Barber's Extensive Academic Background is as follows: Phillips Exeter
Academy, Exeter Fellow in History (1963-1965), Columbia University, M.A, Ph.D
(1962-1963). Course work at Dartmouth College, Special Dartmouth Fellow, A.B.,
and study programs with Corey Ford at Harvard, William & Mary, University of
Michigan, British Museum, Oxford University and Columbia University (1961-1962).
He was appointed Director of Premium Enterprises, Inc. (now eTotalSource, Inc.)
in May 2003.
Terry Eilers and Virgil Baker devote full time to the Company. Other
directors will devote part time to the operations of the Company.
7
Executive Compensation
- -----------------------
The Company accrued $137,000 compensation to the executive officers as a
group for services rendered to the Company in all capacities during the 2002
fiscal year. No cash bonuses were or are to be paid to such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was paid
or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
Name & Principal Year Salary Bonus Other Restricted Securities ALL
Position ($) ($) Annual Stock Underlying LONG TERM OTHER
Comp- Award(s) Options/SARS COMPENSATION COMPENSA-
ensation ($) (#) / OPTION TION
($)
- ------------------------------------------------------------------------------------------------------------------------------------
Ronald D. Morrow,
President (Resigned 2002) 2000 0 0 0 0 0 0 0
2001 $50,000 0 0 0 0 0 0
2002 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
Terry Eilers, President, 2000 $50,000 0 0 0 0 0 0
CEO 2001 $111,000 0 0 0 200,000 0 0
2002 $37,000 0 0 0 100,000 0 0
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Michael Sullinger, 2000 0 0 0 0 0 0 0
Secretary, COO, Legal Counsel 2001 0 0 0 0 0 0
2002 0 0 0 0 200,000 0 0
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Wesley F. Whiting, 2002 0 0 10,000 shares 0 0 0 0
Former President until
December 31, 2002
Assistant Secretary
(resigned 2003)
- ------------------------------------------------------------------------------------------------------------------------------------
Virgil Baker, CFO 2000 $27,000 0 0 0 0 0 0
2001 $72,000 0 0 0 200,000 0
2002 $18,000 0 0 0 100,000 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
8
Directors' Compensation for Last Fiscal Year
-----------------------
Name Annual Meeting Consulting Number Number of All
Retainer Fees Fees/Other of Securities Long Term Other
Fee ($) ($) Fees ($) Shares Underlying Compensation Compensa-
(#) Options / Option tion
SARs(#)
- ------------------------------------------------------------------------------------------------------------------
A. Director 2002 0 0 0 0 0 0 0
Ronald D. Morrow 2001 0 0 0 0 0 0 0
(Resigned)
B. Director 2002 0 0 0 0 0 0 0
Terry Eilers 2001 0 0 0 0 0 0 0
C. Director 2002 0 0 0 0 0 0 0
Michael Sullinger 2001 0 0 0 0 0 0 0
D. Director 2002 0 0 0 0 0 0 0
Virgil Baker 2001 0 0 0 0 0 0 0
E. Director 2002 0 0 0 0 0 0 0
J. Cody Morrow 2001 0 0 0 0 0 0 0
F. Director 2002 0 0 0 0 25,000 0 0
A. Richard Barber 2001 0 0 0 0 0 0 0
G. Wesley F. Whiting 2002 0 0 0 0 0 0 0
(Resigned 2003) 2001 0 0 0 0 0 0 0
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
Employment Contracts
Agreements were executed with the Chief Executive Officer, Terry Eilers,
and the Chief Financial Officer, Virgil Baker, at the inception of the Company
(February 7, 2000) which expire December 31, 2003. Annual salary is $150,000 and
$96,000, respectively, and each accrues an annual non-accountable automobile
allowance of $9,000. The agreements also provide for 10% royalties on license
revenues of the Company's PresentaPro(TM)software and an annual bonus of
incentive stock options (covering 200,000 shares each). In addition, the CEO is
entitled to a 5% referral commission on certain sales. Unpaid salary and
commissions can be paid with warrants to purchase common stock at $1 per share.
During 2002 and 2001, CEO compensation expensed pursuant to these arrangements
totaled $159,000 and $204,962, and CFO compensation totaled $105,000 and
$105,000, respectively (exclusive of the fair value of incentive stock options).
An agreement was executed August 1, 2000 with the Chief Operating Officer,
Michael Sullinger, which expires December 31, 2007. Annual salary is $120,000
and a non-accountable automobile allowance of $9,000. The agreement also
provides for a 10% royalty on the license revenues of the Company's
PresentaPro(TM) software and an annual bonus of incentive stock options
(covering 200,000 shares). Unpaid salary and commissions can be paid with
warrants to purchase common stock at $1 per share. During 2002, COO compensation
expensed pursuant to these arrangements totaled $43,538, respectively (exclusive
of the fair value of incentive stock options).
9
Option/SAR Grants Table
Option Grant
Name Shares Date Vesting Date Option Price Expiry Date
---- ------ ----------- ----------- ------------ -----------
Terry Eilers 200,000 * 12/17/2001 3/1/02 $.50 12/15/2011
Terry Eilers 100,000 * 12/15/2002 2/15/03 $.50 12/12/2012
Virgil Baker 200,000 * 12/17/2001 3/1/02 $.50 12/15/2011
Virgil Baker 100,000 * 12/15/2002 2/15/03 $.50 12/12/2012
Michael Sullinger 200,000 * 12/15/2002 2/15/03 $.50 12/12/2012
Richard Barber 25,000 * 12/17/2001 2/17/02 $.50 12/15/2011
Richard Barber 25,000 * 12/15/2002 2/17/03 $.50 12/15/2012
Morrow Revocable Trust
(beneficially 200,000 * 12/17/2001 3/1/02 $.50 12/15/2011
J. Cody Morrow & Family)
* Were assumed by the Company as part of reorganization.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR value
Name Shares Value Number of Securities Value of Unexercised
Acquired Realized Underlying In the Money
on ($) Unexercised Options/SARs at FY-
Exercise Options/SARs at FY- End ($) Exercisable/
(#) End (#) Exercisable/ Unexercisable
Unexercisable
- ---------------------------------------------------------------------------------------------------------------------
None 0 0 0 0
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The Company has 18,674,207 shares of common stock issued and outstanding as
of October 22, 2003. There are no shares of preferred stock issued and
outstanding as of October 22, 2003. The table below sets forth certain
information with respect to the common stock beneficially owned by (i) each
Director, nominee and executive officer of the Company; (i) each person who owns
beneficially more than 5% of the common stock; and (iii) all Directors, nominees
and executive officers as a group.
10
OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF OCTOBER 22 2003
- --------------------------------------------------------------------------------
Name and Address of Amount and Nature
Beneficial Owner of Beneficial Ownership (1) Percentage of Class
- --------------------------------------------------------------------------------
Terry Eilers 6,372,039 37%
1510 Poole Boulevard 300,000 options (1) 1.7%
Yuba City, CA 95993
Clark Davenport 1,535,386 7.8%
1510 Poole Boulevard
Yuba City, CA 95993
Morrow Revocable Trust 1,645,056 8.8%
(beneficially J. Cody Morrow 200,000 options (1) 1.1%
& Family)
12655 Rough & Ready
Grass Valley, CA 95945
Michael Sullinger 68,544 .3%
1510 Poole Boulevard 200,000 options (1) 1.1%
Yuba City, CA 95993
Virgil Baker 877,363 5%
1510 Poole Boulevard 300,000 options (1) 1.7%
Yuba City, CA 95993
A. Richard Barber 548,352 3%
1510 Poole Boulevard 50,000 options (1) .2%
Yuba City, CA 95993
All directors and executive
officers as a group (5 persons) 9,511,354 55%
10,561,354 with options 56%
Notes to the table:
(1) Options exercisable within 60 days computed pursuant to Section 13.
(2) Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied.
11
OTHER AND GENERAL INFORMATION.
Our Transitional Annual Report on Form 10-KT, for the year ended December
31, 2002, including audited financial statements as of that date, is available
from us on request. Further information is available by request or can be
accessed on the Internet. We are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files annual and quarterly reports, proxy statements and
other information with the Securities Exchange Commission (the "SEC"). Reports,
proxy statements and other information filed by ETLS can be accessed
electronically by means of the SEC's home page on the Internet at
http://www.sec.gov or at other Internet sites such as http://www.freeedgar.com
or http://www.pinksheets.com.
You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.
eTOTALSOURCE, INC.
Dated: November 6, 2003
By the order of the Board of Directors
/s/Terry Eilers
-----------------------
Terry Eilers, President
12
BALLOT
- --------------------------------------------------------------------------------
eTOTALSOURCE, INC.
1510 Poole Boulevard
Yuba City, CA 95993
PROXY FOR SPECIAL MEETING OF
STOCKHOLDERS, NOVEMBER 21, 2003
The undersigned hereby appoints Terry Eilers proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of eTOTALSOURCE, INC. held of record by the undersigned
at the Special Meeting of Stockholders to be held on Friday, November 21, 2003,
at 1:00 p.m., at 1510 Poole Boulevard, Yuba City, CA 95993, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Special Meeting and Proxy Statement, receipt of which is hereby acknowledged,
and upon any other business that may properly come before, and matters incident
to the conduct of, the meeting or any adjournment thereof. Said person is
directed to vote on the matters described in the Notice of Special Meeting and
Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before, and matters incident to the conduct of,
the meeting and any adjournment thereof.
1. To Authorize the officers and directors of the Company to amend the Company's
Articles of Incorporation to increase the number of Common Shares authorized
from twenty million (20,000,000) to one hundred million (100,000,000).
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature if held jointly
Dated: __________________________, 2003
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.