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

                                November 8, 2005

                               ETOTALSOURCE, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

            Colorado                    39-49797                84-1066959
 ----------------------------         -----------              -------------
 (State or other jurisdiction         (Commission              (IRS Employer
       of incorporation)             File Number)           Identification No.)

                    1510 Pool Boulevard, Yuba City, CA 95993
                    ----------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:           (530) 751-9015

                                       N/A
          -------------------------------------------------------------
          (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))
<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

      On November 2, 2005,  eTotalSource,  Inc. (the "Company"),  entered into a
Securities  Purchase  Agreement with Cornell Capital  Partners,  LP ("Cornell"),
pursuant to which the Company issued to Cornell secured  convertible  debentures
in the principal  amount of $1,000,000  (the  "November  2005  Debenture").  The
November 2005 Debenture was issued to consolidate a Convertible  Debenture dated
October 7, 2004,  in the original  principal  amount of $175,000,  a Convertible
Debenture dated December 2, 2004, in the original  principal  amount of $175,000
(both  Convertible  Debentures  shall  collectively  be referred to as the "2004
Debentures") and a Convertible  Debenture dated August 19, 2005, in the original
principal amount of $100,000 (the "August  Debenture"),  plus accrued and unpaid
interest  on the  2004  Debentures  and the  August  Debenture,  and to  reflect
additional funding in the amount of $530,130.

      The  November  2005  Debenture  is  secured  by  substantially  all of the
Company's  assets,  has a three-year term and accrues interest at 12% per annum.
Cornell is entitled,  at its option, to convert, and sell all or any part of the
principal  amount of the November 2005 Debenture,  plus accrued  interest,  into
shares of the Company's  common stock,  no par value per share, at the price per
share equal to the lesser of (a) an amount  equal to an amount  equal to 120% of
the  closing bid price of the common  stock as listed on a  principal  market as
quoted by Bloomberg  LP, on the date hereof or (b) an amount equal to 80% of the
lowest  closing  bid  price  of the  common  stock  for the  five  trading  days
immediately  preceding the conversion date which may be adjusted pursuant to the
other terms of the November 2005 Debenture.

      The Company may redeem, with three business days advance written notice to
Cornell, a portion or all amounts  outstanding under the November 2005 Debenture
prior to the  maturity  date as follows:  (i) if the closing bid price of the of
the Company's common stock, as reported by Bloomberg, LP, is less than the Fixed
Price, as defined below, at the time of the redemption notice, the Company shall
pay an amount equal to the principal  amount  outstanding  and accrued  interest
being redeemed,  plus a redemption premium of 20% of the amount redeemed or (ii)
if the closing bid price of the of the Company's  common  stock,  as reported by
Bloomberg,  LP, is greater  than the Fixed  Price at the time of the  redemption
notice,  the  Company  shall  pay the  greater  of (x) an  amount  equal  to the
principal  amount  outstanding  and  accrued  interest  being  redeemed,  plus a
redemption  premium pf 20% on the amount  redeemed or (y) an amount equal to the
principal  amount  outstanding  and  accrued  interest  being  redeemed,  plus a
redemption  premium equal to the percentage  difference  between the closing bid
price of the of the Company's  common stock,  as reported by Bloomberg,  LP, and
the Fixed  Price on the  redemption  notice  date.  The Fixed Price is an amount
equal to 120% of the closing bid price of the  Company's  common stock as listed
on a principal  market as quoted by  Bloomberg  LP on  November 2, 2005.  In the
event the  Convertible  Debentures are redeemed,  then the Company will issue to
Cornell a warrant to purchase 2,000,000 shares at an exercise price of $0.001 or
as subsequently adjusted under the terms of the warrant.

Item 1.02 Termination of a Material Definitive Agreement.

      On November 2, 2005, the Company entered into a Termination Agreement (the
"SEDA Termination Agreement") with Cornell,  whereby that certain Standby Equity
Distribution Agreement, and the related Registration Rights Agreement, Placement
Agent Agreement and Escrow Agreement,  all of which dated as of October 4, 2004,
were terminated.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable


                                       2
<PAGE>

      (c) Exhibit No. Description

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Exhibit      Description                                                                   Location
------------------------------------------------------------------------------------------------------------
<S>          <C>                                                                           <C>
  Exhibit    Securities  Purchase  Agreement  dated  as of  November  2,  2005  between    Provided herewith
   99.1      eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Investor Registration Rights Agreement dated as of November 2, 2005           Provided herewith
   99.2      between eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Secured Convertible Debenture dated as of November 2, 2005, issued to         Provided herewith
   99.3      Cornell Capital Partners, LP

  Exhibit    Amended and Restated Security Agreement dated as of November 2, 2005          Provided herewith
   99.4      between eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Warrant dated as of November 2, 2005 issued to Cornell Capital Partners,      Provided herewith
   99.5      LP

  Exhibit    Escrow  Agreement  dated  November 2, 2005 among  eTotalSource,  Inc.,        Provided herewith
   99.6      Cornell Capital Partners, LP and David Gonzalez, Esq.

  Exhibit    Irrevocable Transfer Agent Instructions dated as of November 2, 2005          Provided herewith
   99.7      between eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Termination Agreement dated as of November 2, 2005 between eTotalSource,      Provided herewith
   99.8      Inc. and Cornell Capital Partners, LP
</TABLE>


                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: November 8, 2005                  ETOTALSOURCE, INC.


                                        By: /s/ Virgil Baker
                                            ------------------------------------
                                            Name:  Virgil Baker
                                            Title: Chief Executive Officer


                                       4
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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

                                November 8, 2005

                               ETOTALSOURCE, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

            Colorado                    39-49797                84-1066959
 ----------------------------         -----------              -------------
 (State or other jurisdiction         (Commission              (IRS Employer
       of incorporation)             File Number)           Identification No.)

                    1510 Pool Boulevard, Yuba City, CA 95993
                    ----------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:           (530) 751-9015

                                       N/A
          -------------------------------------------------------------
          (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))
Item 1.01 Entry into a Material Definitive Agreement.

      On November 2, 2005,  eTotalSource,  Inc. (the "Company"),  entered into a
Securities  Purchase  Agreement with Cornell Capital  Partners,  LP ("Cornell"),
pursuant to which the Company issued to Cornell secured  convertible  debentures
in the principal  amount of $1,000,000  (the  "November  2005  Debenture").  The
November 2005 Debenture was issued to consolidate a Convertible  Debenture dated
October 7, 2004,  in the original  principal  amount of $175,000,  a Convertible
Debenture dated December 2, 2004, in the original  principal  amount of $175,000
(both  Convertible  Debentures  shall  collectively  be referred to as the "2004
Debentures") and a Convertible  Debenture dated August 19, 2005, in the original
principal amount of $100,000 (the "August  Debenture"),  plus accrued and unpaid
interest  on the  2004  Debentures  and the  August  Debenture,  and to  reflect
additional funding in the amount of $530,130.

      The  November  2005  Debenture  is  secured  by  substantially  all of the
Company's  assets,  has a three-year term and accrues interest at 12% per annum.
Cornell is entitled,  at its option, to convert, and sell all or any part of the
principal  amount of the November 2005 Debenture,  plus accrued  interest,  into
shares of the Company's  common stock,  no par value per share, at the price per
share equal to the lesser of (a) an amount  equal to an amount  equal to 120% of
the  closing bid price of the common  stock as listed on a  principal  market as
quoted by Bloomberg  LP, on the date hereof or (b) an amount equal to 80% of the
lowest  closing  bid  price  of the  common  stock  for the  five  trading  days
immediately  preceding the conversion date which may be adjusted pursuant to the
other terms of the November 2005 Debenture.

      The Company may redeem, with three business days advance written notice to
Cornell, a portion or all amounts  outstanding under the November 2005 Debenture
prior to the  maturity  date as follows:  (i) if the closing bid price of the of
the Company's common stock, as reported by Bloomberg, LP, is less than the Fixed
Price, as defined below, at the time of the redemption notice, the Company shall
pay an amount equal to the principal  amount  outstanding  and accrued  interest
being redeemed,  plus a redemption premium of 20% of the amount redeemed or (ii)
if the closing bid price of the of the Company's  common  stock,  as reported by
Bloomberg,  LP, is greater  than the Fixed  Price at the time of the  redemption
notice,  the  Company  shall  pay the  greater  of (x) an  amount  equal  to the
principal  amount  outstanding  and  accrued  interest  being  redeemed,  plus a
redemption  premium pf 20% on the amount  redeemed or (y) an amount equal to the
principal  amount  outstanding  and  accrued  interest  being  redeemed,  plus a
redemption  premium equal to the percentage  difference  between the closing bid
price of the of the Company's  common stock,  as reported by Bloomberg,  LP, and
the Fixed  Price on the  redemption  notice  date.  The Fixed Price is an amount
equal to 120% of the closing bid price of the  Company's  common stock as listed
on a principal  market as quoted by  Bloomberg  LP on  November 2, 2005.  In the
event the  Convertible  Debentures are redeemed,  then the Company will issue to
Cornell a warrant to purchase 2,000,000 shares at an exercise price of $0.001 or
as subsequently adjusted under the terms of the warrant.

Item 1.02 Termination of a Material Definitive Agreement.

      On November 2, 2005, the Company entered into a Termination Agreement (the
"SEDA Termination Agreement") with Cornell,  whereby that certain Standby Equity
Distribution Agreement, and the related Registration Rights Agreement, Placement
Agent Agreement and Escrow Agreement,  all of which dated as of October 4, 2004,
were terminated.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

                                       2
(c) Exhibit No. Description
------------------------------------------------------------------------------------------------------------
Exhibit      Description                                                                   Location
------------------------------------------------------------------------------------------------------------
Exhibit    Securities  Purchase  Agreement  dated  as of  November  2,  2005  between    Provided herewith
   99.1      eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Investor Registration Rights Agreement dated as of November 2, 2005           Provided herewith
   99.2      between eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Secured Convertible Debenture dated as of November 2, 2005, issued to         Provided herewith
   99.3      Cornell Capital Partners, LP

  Exhibit    Amended and Restated Security Agreement dated as of November 2, 2005          Provided herewith
   99.4      between eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Warrant dated as of November 2, 2005 issued to Cornell Capital Partners,      Provided herewith
   99.5      LP

  Exhibit    Escrow  Agreement  dated  November 2, 2005 among  eTotalSource,  Inc.,        Provided herewith
   99.6      Cornell Capital Partners, LP and David Gonzalez, Esq.

  Exhibit    Irrevocable Transfer Agent Instructions dated as of November 2, 2005          Provided herewith
   99.7      between eTotalSource, Inc. and Cornell Capital Partners, LP

  Exhibit    Termination Agreement dated as of November 2, 2005 between eTotalSource,      Provided herewith
   99.8      Inc. and Cornell Capital Partners, LP
3
SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: November 8, 2005                  ETOTALSOURCE, INC.

                                        By: /s/ Virgil Baker
                                            ------------------------------------
                                            Name:  Virgil Baker
                                            Title: Chief Executive Officer

                                       4