U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2005


[_]  13 OR 15(D) OF THE TRANSITION REPORT UNDER SECTION SECURITIES  EXCHANGE ACT
     OF 1934



For the transition period from ______________ to _______________

Commission File Number: __________


Total Luxury Group Inc.
-----------------------------------------------
 (Name of small business issuer in its charter)

Delaware                                 35-1504940
-----------------------------            ---------------------------------------
(State other Jurisdiction of             (I.R.S. Employer Identification Number)
Incorporation or Organization)

501 Fifth Avenue        New York, NY 10017
--------------------------------------------------------------------------------
(Address of principal executive offices)

(212)  682-7888
--------------------------------------------------------------------------------
(Issuer's telephone number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered

None                                   None
-------------------------              -----------------------------------------


Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value
--------------------------------------------------------------------------------
(Title of Class)



<PAGE>

Check  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 [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

                                 YES [ ] NO [X]

State issuer's revenues for its most recent fiscal year. $0. State the aggregate
market value of the voting stock held by non-affiliates computed by reference to
the price at which the stock was sold,  or the average  bid and asked  prices of
such stock,  as of a specified  date within the past 60 days:  $2,288,478  as of
December 31, 2004.

The number of shares  outstanding  of Common Stock was  7,603,826 as of December
31, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

         None

         Transitional Small Business Disclosure Format: Yes [ ] No [X]






















                                       2
<PAGE>

                                Table of Contents

                                                                            Page

Item 1.   Description of Business..........................................    5
Item 2.   Description of Property..........................................    7
Item 3.   Legal Proceedings................................................    7
Item 4.   Submission of Matters to a vote of Security Holders..............    7
Item 5.   Market for Common Equity and Related Stockholder Matters.........    8
Item 6.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................   10
Item 7.   Financial Statements.............................................   10
Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure ............................................   25

Item 8(a) Controls and Procedures..........................................   26
Item 9.   Directors and Executive Officers and Significant Members of
           Management......................................................   27
Item 10.  Executive Compensation...........................................   29
Item 11.  Security Ownership of Certain Beneficial Owners and Management...   30
Item 12.  Certain Relationships and Related Party Transactions.............   31
Item 13.  Exhibits.........................................................   32
Item 14.  Principal Accountant Fees and Services...........................   33






















                                       3
<PAGE>

                            CAUTIONARY NOTE REGARDING
                           FORWARD LOOKING STATEMENTS

This  report on Form  10-KSB  contains  forward-looking  statements  within  the
meaning  of  the  Private   Securities   Litigation  Reform  Act  of  1995.  The
forward-looking  statements are contained  principally in the sections  entitled
"Business"  and  "Management's  Discussion  and Analysis or Plan of  Operation."
These  statements  involve  known and  unknown  risks,  uncertainties  and other
factors  which may cause  actual  results,  performance  or  achievements  to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the forward-looking statements.

In some cases,  you can  identify  forward-looking  statements  by terms such as
"may,"  "should,"   "could,"   "would,"   "expects,"   "plans,"   "anticipates,"
"believes,"   "estimates,"   "projects,"  "predicts,"  "potential"  and  similar
expressions intended to identify  forward-looking  statements.  These statements
reflect  the  current  views  with  respect  to future  events  and are based on
assumptions and subject to risks and uncertainties.  Given these  uncertainties,
you should not place undue  reliance on these  forward-looking  statements.  The
Company discusses many of these risks in this report in greater detail under the
heading "Factors Affecting Future Performance." These forward-looking statements
represent the estimates and assumptions only as of the date of this report,  and
the Company does not assume any obligation to update any of these statements.



















                                       4
<PAGE>

                                     Part I



Item 1.  Description of Business


Recent Activities

On April 19, 2005,  Total Luxury  Group,  Inc. (the  "Company")  was notified by
OTCBB that it was in violation of Rule 6530 for failure to file a 10-KSB for the
period  ending  December 31,  2004.  On April 21,  2005,  the Company  filed the
delinquent Form 10-KSB.  On April 21, 2005, the Company  corrected several typos
in the Form 10-KSB and filed an amended  10-KSB on April 22, 2005.  On April 26,
2005,  the OTCBB removed the "E" from the Company symbol and from April 26, 2005
through May 20, 2005, the stock symbol was TLEI.

On April 19,  2005,  the Company was  notified  that it was in violation of Rule
6530 for  failure to file a 10-QSB for the period  ending  March 31,  2005.  The
Company  was given 30 days to remedy  the breach  (June 16,  2005) and filed the
10-QSB on May 20,  2005.  On May 20,  2005,  the  Company was  delisted  without
receiving notice.

On June 8, 2005,  Stephen  Diamond,  Chartered  Accountant  was dismissed as the
independent  certified  public  accountant  for the Company.  His  dismissal was
approved by the Company's board of directors, upon the Company learning that Mr.
Diamond  is not a PCAOB  certified  accountant.  On June 8,  2005,  the  Company
engaged Schwartz,  Levitsky,  Feldman, LLP as its auditors. The Company filed an
8-K to this effect on June 8, 2005.  The Company  received  comments to the Form
8-K from the SEC dated June 15, 2005,  to which the Company  responded on August
5, 2005.  On August 15, 2005,  the Company  filed its form 10-QSB for the second
quarter.  On September 1, 2005,  the Company filed its amended form 10-QSB/A for
the same  period.  On  September  1, 2005,  the Company  filed its amended  form
10-KSB/A for the fiscal year 2004.

The Company took action with respect to its auditor  immediately  upon  learning
that he was not PCAOB certified.  The Company has also cooperated fully with the
SEC in order to bring the Company's  filings back into  compliance.  Mr. Diamond
never provided the Exhibit 16 letter for the 8-K/A, which resulted in a delay in
responding to the SEC's comments. Due to his failure to respond, the Company was
obligated to undergo  additional review and audits. The Company has responded to
all SEC comments and was re-listed on the OTCBB, on February 16, 2006.


Business-Historical

Total Luxury Group, Inc., formerly known as Total Entertainment,  Inc., formerly
known as Kit Farms,  Inc.  (the  "Company"),  was  incorporated  in the State of
Indiana on April 22,  1993.  At one time,  the  Company  had three  wholly-owned
subsidiaries:  Intercapital Global Fund Ltd., an Antiguan company ("Intercapital
Global"),  Intercapital  Canada Ltd.,  which was incorporated in the province of
Quebec, Canada  ("Intercapital  Canada"),  and Total Entertainment,  an inactive
Delaware  corporation  ("Total  Entertainment").  As at  December  31,2005  ,the
Company only held Total Entertainment  ,(Delaware) Inc. as its only wholly owned
subsidiary.



                                       5
<PAGE>

Kit Farms Inc.  was  incorporated  on April 22,  1993 and was engaged in the pet
food  business  until  1995,  when its  remaining  assets and  liabilities  were
liquidated.  From 1995 through 1998,  Kit Farms was an inactive  public  company
trading on the NASDAQ over-the-counter bulletin board ("OTCBB").

Mint Energy, Inc., a corporation owned and controlled by Sandy J. Masselli,  Jr.
("Masselli") and its related entities  (including  Intercapital  Global),  spent
several years exploring the possibility of developing  software for a gaming and
wagering operations accessible through the Internet. Mint Energy had no revenues
to conduct  these  activities  and  therefore,  the operation was funded by cash
advances,  reflected  as  capital  contributions  from Sandy J.  Masselli,  Jr.,
Chairman of the Board and other shareholders of Mint Energy.

Intercapital  Global,  the wholly owned subsidiary of Mint Energy, was organized
in 1993 by Masselli,  as an offshore private investment fund, which from time to
time conducted  certain  investment  activities not related to the online gaming
business for the benefit of its holders. At the time of its formation,  Masselli
had voting and  investment  control.  On January 28, 1998, Kit Farms merged with
Mint Energy and its related entities,  including Intercapital Global. The owners
of  Intercapital  Global  contributed  their  shares to Kit Farms as part of the
merger consideration, and became a subsidiary of Kit Farms, later known as Total
Entertainment.  On  February  19,  1998,  Kit  Farms  changed  its name to Total
Entertainment, Inc.

Intercapital Global, the operating company,  owned several Internet websites and
a gaming  licenses  issued  by the  government  of  Honduras  and the  Dominican
Republic. The Company offered software-based games of chance and sports wagering
facilities   on  a   worldwide   basis   through   the   Internet   located   at
www.theonlinecasino.com, www.theonlineesportsbook.com, www.bingoonthenet.com, as
well as, other sites  (collectively the "Online Casinos").  The Company launched
its  www.theonlinecasino.com  web site on September 12, 1998. The merged Company
used  state-of-the-art  casino gaming and sports book software under an informal
license  arrangement  with Montana S.A.  ("Montana"),  a leading casino software
development  company.  In the fourth  quarter  of 2000,  the  Company  used this
software  on  a  no-cost  trial  basis.   In  2001,  the  Company  began  making
volume-based monthly royalty payments to Montana pursuant to an informal license
arrangement.  Intercapital  Global accepted  wagers via the Internet  through an
E-commerce  credit card  processing  agreement  with MPACT  Immedia  Transaction
Services Ltd. ("MPACT").  During 2000, this contract was transferred by MPACT to
Surefire  Commerce  Ltd. The Company also  licensed  software for the gaming and
sports book  operations  from Online Gaming Systems  (formerly known as Atlantic
Entertainment  International Inc. ("OGS"), an independent software developer and
other vendors.

On August 22,  2002,  The Company  concluded  an  agreement  whereby it sold its
interest in Online  Sports  Book.com  ("Online")  including the  equipment,  the
domain name and any goodwill  associated  with the business.  The purchase price
was  satisfied by the  purchaser  assuming all the  liabilities  of Online and a
royalty  agreement whereby Online would pay the Company 10% of the gross profits
for 12 months  following the date of closing.  From August 2002 through December
31,  2002,  the Company  earned  $84,750.  The  Company is no longer  engaged in
Internet gaming activities.



                                       6
<PAGE>

In October 2002, Total Entertainment  Canada Ltd. purchased 100% of the business
rights, domain names,  trademarks and formulas from Rock Candy Cosmetics,  Inc.,
for $678,000.  The $678,000 purchase price was satisfied through the issuance of
4,520,000  shares of Company's  common stock,  2,454,742 of which were issued to
directors and officers of Rock Candy  Cosmetics,  Inc., for the  cancellation of
directors' options and for severance payments to terminated employees.

On August 22, 2002, the Company sold all of its remaining  online gaming assets.
On February 10, 2003, a reverse  stock split of the  Company's  common stock was
accomplished.  The reverse  split was on a 100 shares for 1 share  basis.  Since
August  22,  2002,  the  Company  has  had no  business  activities  other  than
administrative costs necessary for researching an acquisition  candidate and for
remaining a publicly reporting entity.

Since August 22,  2002,  the Company has had no business  activities  other than
administrative costs necessary for researching an acquisition  candidate and for
remaining a publicly  reporting entity. At December 31, 2005, the Company had no
significant revenues and no customers. There are no government contracts and the
competitive  conditions  do not apply as the  Company  is no  longer  conducting
business.  The Company has discontinued its development  efforts. The operations
of the Company are no longer  believed to be, in any  significant  material way,
subject  to  local,  state  and  federal  laws  and  in  regulations   governing
environmental quality and pollution controls. The Company is unable to assess or
predict at this time what affects  additional  regulation or  legislation  could
have on its activities. As of December 31, 2005, the Company had four employees.


Item 2.  Description of Property

The Company signed a lease for office premises in June 1999 for a period of five
years ending July 31, 2004, for a minimum annual rent of $22,000 plus operating
costs. This lease has since been terminated. The Company's rent expense for the
years ended December 31, 2005 and December 31, 2004 was $0. The Company received
office space, rent-free, at Intercapital Asset Management's leased facility in
New Jersey under an informal agreement for the years ended December 31, 2005 and
December 31, 2004.


Item 3.  Legal Proceedings

The Company is not aware of any current or pending  legal  action.  No director,
officer or affiliate of the Company and no owner of record or  beneficial  owner
of more than 5.0% of the securities of the Company, or any associate of any such
director,  officer or security holder is a party adverse to the Company or has a
material interest adverse to it in reference to pending litigation.


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

None.




                                       7
<PAGE>

                                     PART II



Item 5.  Market for Common Equity and Related Stockholder Matters

As of December  31,  2005,  there were 221  registered  holders of shares of the
outstanding common stock of the Company. The Company's common stock is traded on
the  over-the-counter  bulletin  board  ("OTCBB")  from 1998  under  the  symbol
TIEI.OB.

On April 19, 2005, the Company was notified by OTCBB that it was in violation of
Rule 6530 for failure to file a 10-KSB for the period ending  December 31, 2004.
On April 21, 2005,  the Company filed the delinquent  Form 10-KSB.  On April 21,
2005,  the  Company  corrected  several  typos in the Form  10-KSB  and filed an
amended  10-KSB on April 22, 2005. On April 26, 2005,  the OTCBB removed the "E"
from the Company  symbol and from April 26, 2005 through May 20, 2005, the stock
symbol was TLEI.

On April 19,  2005,  the Company was  notified  that it was in violation of Rule
6530 for  failure to file a 10-QSB for the period  ending  March 31,  2005.  The
Company was given 30 days to remedy the situation  (June 16, 2005) and filed the
10-QSB on May 20,  2005.  On May 20,  2005,  the  Company was  delisted  without
receiving notice.

On June 8, 2005,  Stephen  Diamond,  Chartered  Accountant  was dismissed as the
independent  certified  public  accountant  for the Company.  His  dismissal was
approved by the Company's board of directors, upon the Company learning that Mr.
Diamond  is not a PCAOB  certified  accountant.  On June 8,  2005,  the  Company
engaged Schwartz,  Levitsky,  Feldman, LLP as its auditors. The Company filed an
8-K to this effect on June 8, 2005.  The Company  received  comments to the Form
8-K from the SEC dated June 15, 2005,  to which the Company  responded on August
5, 2005.  On August 15, 2005,  the Company  filed its form 10-QSB for the second
quarter.  On September 1, 2005,  the Company filed its amended form 10-QSB/A for
the same  period.  On  September  1, 2005,  the Company  filed its amended  form
10-KSB/A for the fiscal year 2004.

The Company took action with respect to its auditor  immediately  upon  learning
that he was not PCAOB certified.  The Company has also cooperated fully with the
SEC in order to bring the Company's  filings back into  compliance.  Mr. Diamond
never provided the Exhibit 16 letter for the 8-K/A, which resulted in a delay in
responding to the SEC's comments.  Do to his failure to respond, the Company was
obligated to undergo  additional review and audits. The Company was re-listed on
the OTCBB, on February 16, 2006.

Prices  shown are  closing  prices  without  adjustments,  interdealer  markups,
commissions or discounts.


                 2004               2004               2004               2004
                 First             Second              Third             Fourth
                Quarter            Quarter            Quarter            Quarter
--------------------------------------------------------------------------------
High Bid         $0.39              $0.17              $0.17              $0.17
--------------------------------------------------------------------------------
Low Bid          $0.12              $0.12              $0.10              $0.05
--------------------------------------------------------------------------------



                                       8
<PAGE>

--------------------------------------------------------------------------------
                 2005               2005               2005               2005
                 First             Second              Third             Fourth
                Quarter            Quarter            Quarter            Quarter
--------------------------------------------------------------------------------
High Bid         $0.52              $0.46              $0.33              $0.52
--------------------------------------------------------------------------------
Low Bid          $0.09              $0.22              $0.16              $0.23
--------------------------------------------------------------------------------


Holders

As of December 31, 2005,  there were 146 record  holders and  approximately  946
beneficial  owners  of  the  Common  Stock.  No  dividends  have  been  paid  to
shareholders  to date and no assurance can be made that any dividends  will ever
be paid to shareholders.  The Company's board of directors  currently intends to
retain  all  earnings  for use in the  Company's  business  for the  foreseeable
future.  Any future payment of dividends will depend upon the Company's  results
of operations,  financial condition,  cash requirements and other factors deemed
relevant by the Company's board of directors.


Recent Sales of Unregistered Securities

The  following  sets forth  securities  sold by the Company us in the last three
years without  registration under the Securities Act. Unless otherwise noted, in
each case the Company sold shares of common stock or warrants to acquire  common
stock in private transactions to persons it believed were "accredited investors"
and/or  "sophisticated   investors"  not  affiliated  with  the  Company  unless
otherwise  noted, and purchasing the shares with an investment  intent.  Each of
the  transactions  involved the offering of such  securities to a  substantially
limited number of persons.  Each person took the securities as an investment for
his/her/its own account, and not with a view to distribution. The Company relied
upon, exemptions contained in Section 4(2) of the Securities Act or Regulation D
promulgated  there under in each of these  instances.  In each case, the Company
did not engage in  general  solicitation  and  advertising  and the shares  were
purchased  by  investors  with  whom  the  Company,  through  its  officers  and
directors, had preexisting relationships.  Each person had access to information
equivalent to that,  which would be included on a registration  statement on the
applicable form under the Securities  Act. The Company did not use  underwriters
for any of the transactions described below;  therefore,  these transactions did
not involve underwriter discounts or commissions.

On October 31, 2002,  the Company  issued shares of its Common Stock with a fair
value of $678,000 for the business rights, domain names, trademarks and formulas
owned by Rock Candy Cosmetics, Inc.





                                       9
<PAGE>

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

General

The Company  has no primary  income  source or  operations  at this time.  Since
August  22,  2002,  the  Company  has  had no  business  activities  other  than
administrative  costs  necessary,  for  researching an acquisition  candidate or
business  plan and for  remaining  a  publicly  reporting  entity.  In  November
2004,the  Company  obtained a distribution  agreement with MCM, AG. On March 17,
2004,the  Company  entered into an asset  purchase  agreement  with Beth Bender,
Inc., a development  stage enterprise.  After performance of due diligence,  the
Company  and Beth  Bender  mutually  agreed  to  terminate  the  asset  purchase
agreement. The Company has no off-balance-sheet arrangements.


Critical Accounting Policies and Estimates

For information concerning accounting policies,  refer to Note 1 of consolidated
financial statements.



Item 7.  Financial Statements



















                                       10
<PAGE>

                             TOTAL LUXURY GROUP INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                       (Amounts Expressed in U.S. Dollars)
















                                       11
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS



                                                                            Page

Report of Independent Registered Public Accounting Firm                      F-2

Financial Statements:

    Consolidated Balance Sheets                                              F-3

    Consolidated Statements of Operations                                    F-4

    Consolidated Statements of Cash Flows                                    F-5

    Consolidated Statement of Changes in Stockholders' Deficiency            F-6

    Notes to Consolidated Financial Statements                       F-7 to F-13


















                                       12
<PAGE>

                                       F-2



Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of Total Luxury Group Inc.

We have audited the consolidated  balance sheet of Total Luxury Group Inc. as at
December 31,2005 and 2004 and the related consolidated  statements of operations
and  changes  in  stockholders'  deficiency  and cash  flows for the year  ended
December 31, 2005 and 2004.  These  consolidated  financial  statements  are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board in the United States. Those standards require that we
plan and perform an audit to obtain  reasonable  assurance whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Total Luxury Group
Inc. as at December 31, 2005 and 2004 and the results of its  operations and its
cash flows for the year ended  December 31, 2005 and 2004,  in  conformity  with
generally accepted accounting principles in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the  company  will  continue  as a going  concern.  As outlined in note 2 to the
consolidated  financial  statements,  the company has  reported a net  liability
position  and has  accumulated  operating  losses since  inception.  This raises
substantial  doubt  of  its  ability  to  continue  as  a  going  concern.   The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


                                              (/s)
                                             Schwartz Levitsky Feldman LLP
                                             Chartered Accountants
                                             Toronto , Ontario , Canada
                                             April 10, 2006




                                       13
<PAGE>
<TABLE>
<CAPTION>

                                       F-3

                             TOTAL LUXURY GROUP INC.
                           Consolidated Balance Sheets
                        As At December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
------------------------------------------------------------------------------------

                                                              2005           2004
                                                          -----------    -----------
<S>                                                       <C>                <C>
ASSETS


Property, and equipment
Computer equipment                                        $      --          314,744
   Furniture and fixtures                                        --           48,845
                                                          -----------    -----------
                                                                 --          363,589

Less accumulated depreciation                                    --         (352,415)

                                                                 --           11,174
                                                          -----------    -----------

Total assets                                              $      --      $    11,174
                                                          ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current

Accounts payable and accrued liabilities                  $    12,000    $    46,000
Deferred compensation                                       1,325,450      1,325,450
Due to directors and stockholders                             692,664        643,664
                                                          -----------    -----------

Total current liabilities                                   2,030,114      2,015,114

Stockholders' Deficiency
Common stock, $0.001 par value; authorized,
  200,000,000 shares; issued and outstanding, 7,603,826
  shares at December 31,2005 and 2004                     $     7,604    $     7,604
Additional paid-in capital                                  2,735,479      2,735,479
Accumulated deficit                                        (4,773,197)    (4,747,023)
                                                          -----------    -----------

Total stockholders' deficit                                (2,030,114)    (2,003,940)

Total liabilities and stockholders' deficiency            $      --      $    11,174
                                                          ===========    ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       14
<PAGE>

                                       F-4

                             TOTAL LUXURY GROUP INC.
                      Consolidated Statements Of Operations
                  For the Year Ended December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

                                                         2005           2004
                                                     -----------    -----------

Revenues (note 3)


Total revenue                                        $      --      $      --
                                                     ===========    ===========


Operating expenses
   Write down of property and equipment                   11,174           --
   Selling, general and administrative                    15,000         12,000
   Depreciation and amortization                            --            4,275
                                                                    -----------

                                                          26,174         16,275

   Loss from operations                                  (26,174)       (16,275)
                                                     -----------    -----------


Income (loss) before provision for
  income taxes                                           (26,174)       (16,275)

   Provision for income taxes                               --             --
                                                            --             --
                                                     -----------    -----------

Net (loss)                                           $   (26,174)   $   (16,275)
                                                     -----------    -----------


Net  (loss) per common share, basic and diluted      $      --      $      --
                                                     ===========    ===========


Weighted average number of common shares
 outstanding                                           7,603,826      7,603,826


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       15
<PAGE>
<TABLE>
<CAPTION>

                                       F-5

                             TOTAL LUXURY GROUP INC.
                      Consolidated Statements Of Cash Flows
                 For the Year Ending December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
-------------------------------------------------------------------------------------

                                                                  2005         2004
                                                               ---------    ---------
<S>                                                            <C>          <C>
Operating activities

Net earnings (loss)                                            $ (26,174)   $ (16,275)
Adjustments to reconcile net earnings to net cash used in
  operating activities:
   Depreciation and amortization                                    --          4,275
   Write down of property and equipment                           11,174         --
Increase (decrease) in cash from changes in operating assets
   and liabilities:
       Accounts payable and accrued liabilities                  (34,000)    (109,964)
                                                               ---------    ---------

Net cash flows provided by (used in)
operating activities                                             (49,000)    (121,964)
                                                               ---------    ---------


Financing activities

   Advances from directors and stockholders                       49,000      121,893
                                                               ---------    ---------

                                                                  49,000      121,893
                                                               ---------    ---------

Net increase (decrease) in cash                                     --            (71)

Cash, beginning of the year                                         --             71
                                                               ---------    ---------

Cash, end of the year                                          $    --      $    --
                                                               =========    =========

Supplemental disclosure of cash flow information:

   Interest paid                                               $    --      $    --
                                                               =========    =========


   Income tax paid                                             $    --      $    --
                                                               =========    =========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.





                                       16
<PAGE>
<TABLE>
<CAPTION>

                                       F-6

                             TOTAL LUXURY GROUP INC.
          Condolidated Statement Of Changes In Stockholders' Deficiency
                               For the Year Ended
                     December 31, 2005 and December 31,2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------------------------


                                             Common Stock

                                              Paid-Up     Accumulated  Shareholders'
                                 Shares        Amount       Capital       Deficit      Deficiency
                              -----------   -----------   -----------   -----------    -----------
<S>                           <C>           <C>           <C>           <C>            <C>

Balance, December 31, 2003      7,603,826         7,604     2,735,479    (4,730,748)    (1,987,665)



Net loss for the year ended
  December 31, 2004                  --            --            --         (16,275)       (16,275)
                              -----------   -----------   -----------   -----------    -----------



Balance, December 31, 2004      7,603,826   $     7,604   $ 2,735,479   $(4,747,023)   $(2,003,940)
                              ===========   ===========   ===========   ===========    ===========




Net loss for the year ended
  December 31, 2005                  --            --            --         (26,174)       (26,174)
                              -----------   -----------   -----------   -----------    -----------



Balance, December 31, 2005      7,603,826   $     7,604   $ 2,735,479   $(4,773,197)   $(2,030,114)
                              ===========   ===========   ===========   ===========    ===========
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       17
<PAGE>

                                       F-7

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------



Note 1- Summary of Significant Accounting Policies

This summary of significant  accounting policies of Total Luxury Group Inc. (the
"Company")  is  presented to assist in  understanding  the  Company's  financial
statements.  The  financial  statements  and  notes are  representations  of the
Company's management who are responsible for their integrity and objectivity.

These accounting policies conform to generally accepted accounting principles in
the  United  States  of  America  and  have  been  consistently  applied  in the
preparation of the financial statements, which are stated in U.S. Dollars.


Operations
The Company presently has no ongoing operations

Use of Estimates in the preparation of the financial statements

The  preparation  of the  Company's  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in these financial  statements
and accompanying notes. Actual results could differ from those estimates.


Depreciation

Depreciation  has been  provided  in amounts  sufficient  to relate the costs of
depreciable  assets to operations over their estimated useful lives  principally
on the straight-line method from two to five years.


Cash and Cash Equivalents

The  Company  considers  all highly  liquid  debt  instruments  with an original
maturity of three months or less to be cash equivalents.


Earnings  (Loss) Per Share

Earnings (loss) per share of common stock is computed by dividing the net loss
by the weighted average number of common shares outstanding during the year.
Diluted earnings per share are not presented because they are anti-dilutive.




                                       18
<PAGE>

                                       F-8

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Fair Value of Financial Instruments

Financial  Accounting  Standards  Board ("FASB")  issued  Statement of Financial
Accounting  Standards  No.  107  ("SFAS  107"),  Disclosure  About Fair Value of
Financial  Instruments.  SFAS 107 requires  disclosure of fair value information
about financial  instruments  when it is practicable to estimate that value. The
carrying amount of the Company's current liabilities approximate their estimated
fair values due to their short-term maturities.


Valuation of Long-Lived Assets

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operating cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.


Income taxes

The Company is responsible for filing a United States Federal income tax return.
The company's sole subsidiary files U.S. Federal income tax return.

Deferred Income taxes

The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes" (SFAS 109),  resulting in two components of Income
Tax Expense: current and deferred. Current income tax expense approximates taxes
to be paid or  refunded  for the  current  period.  Deferred  income tax expense
results  from changes in deferred tax assets and  liabilities  between  periods.
These gross deferred tax assets and liabilities represent decreases or increases
in taxes  expected  to be paid in the  future  because  of future  reversals  of
temporary  differences in the bases of assets and liabilities as measured by tax
laws and their bases as reported in the financial statements.

Deferred  tax  assets  have  also  been   recognized   for  net  operating  loss
carryforwards  and tax  credit  carryforwards.  Valuation  allowances  are  then
recorded to reduce deferred tax assets to the amounts  management  concludes are
more likely than not to be realized.


Comprehensive Income

The Corporation has adopted SFAS No. 130 Reporting  Comprehensive  Income.  This
standard requires companies to disclose  comprehensive income in their financial
statements.  In addition to items included in net income,  comprehensive  income
includes items currently charged or credited  directly to stockholders'  equity,
such as foreign currency translation  adjustments.  For the years ended December
31, 2005 and 2004 the company had no components of comprehensive income.


                                       19
<PAGE>

                                      F-9


                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Recently issued accounting policies

SFAS No.  151-Inventory  Costs-an  amendment  of ARB No.  43,  Chapter 4 (Issued
11/04).  This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory
Pricing,"  to clarify  the  accounting  for  abnormal  amounts of idle  facility
expense, freight, handling costs, and wasted material (spoilage).

SFAS No. 152-Accounting for Real Estate Time-Sharing  Transactions-an  amendment
of FASB  Statements No. 66 and 67. This Statement  amends FASB Statement No. 66,
Accounting for Sales of Real Estate,  to reference the financial  accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position.

SFAS No. 153-Exchanges of Nonmonetary Assets-an amendment of APB Opinion No. 29.
The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions,  is
based on the principle that  exchanges of nonmonetary  assets should be measured
based on the fair value of the assets exchanged.

SFAS No. 123 (revised 2004)-Share-Based Payment. This Statement is a revision of
FASB Statement No. 123, Accounting for Stock-Based Compensation.  This Statement
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its
related implementation guidance.

SFAS No. 132 (revised  2003)-  Employers'  Disclosures  about Pensions and Other
Postretirement  Benefits-an  amendment  of FASB  Statements  No. 87, 88, and 106
(Issued 12/03).  This Statement  revises  employers'  disclosures  about pension
plans and other postretirement benefit plans. It does not change the measurement
or  recognition of those plans  required by FASB  Statements No. 87,  Employers'
Accounting  for Pensions,  No. 88,  Employers'  Accounting for  Settlements  and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits,  and
No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions.

SFAS No. 154 - Accounting  Changes and Error  Corrections-a  replacement  of APB
Opinion No. 20 and FASB Statement No. 3. This Statement replaces APB Opinion No.
20, Accounting Changes,  and FASB Statement No. 3, Reporting  Accounting Changes
in Interim Financial Statements, and changes the requirements for the accounting
for and reporting of a change in accounting principle. This Statement applies to
all  voluntary  changes  in  accounting  principle.  It also  applies to changes
required  by an  accounting  pronouncement  in the  unusual  instance  that  the
pronouncement  does  not  include  specific   transition   provisions.   When  a
pronouncement includes specific transition  provisions,  those provisions should
be followed.

SFAS No. 155 - Accounting for Certain Hybrid Financial  Instruments-an amendment
of FASB  Statements No. 133 and 140. This Statement  amends FASB  Statements No.
133, Accounting for Derivative Instruments and Hedging Activities,  and No. 140,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities.  This  Statement  resolves  issues  addressed in Statement  133
Implementation  Issue  No.  D1,  "Application  of  Statement  133 to  Beneficial
Interests in Securitized Financial Assets."



                                       20
<PAGE>

                                      F-10

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------



SFAS No. 156 - Accounting for Servicing of Financial Assets-an amendment of FASB
Statement No. 140. This Statement amends FASB Statement No. 140,  Accounting for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities,
with respect to the accounting for separately  recognized  servicing  assets and
servicing liabilities.

The Company  believes that the above  standards would not have a material impact
on its financial position, results of operations or cash flows.



Other

The company has selected December 31 as its year-end.

The Company paid no dividends in 2005 or 2004.


Reclassifications

Certain  reclassifications  have been made to previously  reported statements to
conform to the Company's current financial statement format.


Note 2 - Basis of Presentation and going concern

Generally  accepted  accounting  principles  in the  United  States  of  America
contemplates  the continuation of the Company as a going concern.  However,  the
Company has  reported a net  liability  position and has  accumulated  operation
losses since its inception,  which raises  substantial doubt about the Company's
ability to  continue  as a going  concern.  The  continuation  of the Company is
dependent upon the continuing  financial  support of creditors and  stockholders
and upon obtaining the capital requirements for the continuing operations of the
Company.  Management  believes actions planned and presently being taken provide
the opportunity for the Company to continue as a going concern.


Note 3 - Business activities

Total Luxury  Group,  Inc.,  formerly  known as Total  Entertainment  Inc.  (the
Company),   incorporated  in  the  State  of  Indiana,  had  three  wholly-owned
subsidiaries,  Intercapital Global Fund Ltd.  (Intercapital Global), an Antiguan
company,  Intercapital Canada Ltd.  (Intercapital  Canada),  incorporated in the
Province  of  Quebec,  and Total  Entertainment  (Delaware)  Inc.,  an  inactive
Delaware company.  The company presently has only one wholly owned subsidiary in
Total  Entertainment  (Delaware)  Inc.,  which is  inactive  and not  having any
assets.

Intercapital Global, the operating company, owned a gaming license issued by the
Government  of Honduras and the  Dominican  Republic,  and several  Internet Web
sites.   Intercapital  Global  accepted  wagers  via  the  Internet  through  an
E-commerce  credit card  processing  agreement  with MPACT  Immedia  Transaction
Services Ltd.  (MPACT).  During 2000,  this contract was transferred by MPACT to
Surefire Commerce Ltd.

The Company on August 22, 2002 sold all of its remaining online gaming assets.


Since  August 22, 2002  through  December  2005 the  Company had no  substantial
business activities other than administrative  costs necessary,  for researching
an  acquisition  candidate and for remaining a publicly  reporting  entity.  The
Company  currently  operates a website  www.mcmstore.com.  The  website  has not
produced any revenue or income in 2005.








                                       21
<PAGE>

                                      F-11

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Note 4. Capital stock and stock options

(a) Common Stock Transactions

The company did not issue any common shares during 2005 and 2004.


(b) Stock Options

The company does not have a formal stock option plan;  however,  the Company has
issued stock options under letter agreements to certain individuals. The options
granted had an exercise  price at least equal to the fair value of the Company's
stock, and expire after eight years. The options granted vest immediately.

As  permitted  by SFAS No 123,  the  Company  has  elected to follow  Accounting
Principles  Board Opinion No. 25 (APB No. 25.),  Accounting  for Stock Issued to
Employees,  method of determining  compensation  cost. Under APB No. 25, because
the exercise price of the Company's employee stock options equals or exceeds the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is recognized for options issued to employees or Directors.

The Company had no options  granted,  exercised  or  forfeited  during the years
ended December 31, 2005 and 2004.  The following  table  summarizes  information
about the shares  outstanding and exercisable for options,  at December 31, 2005
and 2004.











                                       22
<PAGE>

                                      F-12

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

                                        Weighted-Average
Remaining              Number           contractual remaining      Number
exercisable prices     Outstanding      in years                   exercisable
------------------     -----------      ---------------------      -----------



   $.1875                66,500                 0.1                   66,500
      .15                 2,750                0.75                    2,750
                         69,250                                       69,250
===========                                 ===========




Note 5. Related party transactions

(a) Deferred Compensation

Mr. Masselli of the Company has agreed to defer his annual salary.  The deferred
salary  shall be paid to him in cash or stock of the Company at such future time
as he may elect  pursuant to written  notice to the Company,  and as approved by
the board of directors.

(b) Due To Directors and Stockholders

From time to time,  directors and stockholders of the Company have directly paid
certain Company expenses. Such directors and stockholders have also supplied the
Company with cash  advances  during 2005 and  2004.Such  transactions  have been
recorded as due to directors and stockholders,  and do not bear interest.  There
are no scheduled terms of repayment of such amounts.







                                       23
<PAGE>

                                      F-13



                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------



Note 6. Income taxes

The Company had net operation losses of  approximately  $1,660,000 , which could
be used to offset future United States taxable  income.  However,  net operating
losses and other  deferred  expenses  generated in years for which no income tax
returns have been filed,  or are not accepted by the Internal  Revenue  Service,
may not be available.  Deferred tax assets arising from these net operating loss
carry forward,  deferred  compensation and certain  accruals,  if any, are fully
reserved due to the uncertainty of future utilization.  The Company did not have
any  significant  taxable  income in the  United  States or Canada for the years
ended December 31, 2005 and 2004.

Changes in ownership  resulting from  transactions  among our  stockholders  and
sales of  common  stock  by us,  may  limit  annual  realization  of the tax net
operating loss carry forwards that could become  available  under Section 382 of
the Internal Revenue Code.




















                                       24
<PAGE>

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

On June 8, 2005,  Stephen  Diamond,  Chartered  Accountant  was dismissed as the
independent  certified  public  accountant  for Total  Luxury  Group  Inc.  (the
"Company"). His dismissal was approved by the Company's board of directors, upon
the Company learning that Mr. Diamond is not a PCAOB certified  accountant.  Mr.
Diamond's  report on Form 10-KSB for fiscal year ended  December  31, 2003 filed
with the  Securities  and  Exchange  Commission  on April  14,  2004  (File  No.
000-28497),  contained an  explanatory  paragraph as to certainty  regarding the
Company's  ability  to  continue  as a  going  concern.  Mr.  Diamond's  opinion
contained an explanatory paragraph wherein he indicated that he had prepared the
financial  statements  assuming  that  the  Company  would  continue  as a going
concern.  However,  he also  pointed  out  that as of  December  31,  2003,  the
Company's   then-current   liabilities   exceeded  its  then-current  assets  by
$2,003,185  and the Company lost  $215,868  from  operations  for the year ended
December  31,  2003.  Mr.  Diamond  stated  that these and other  issues  raised
substantial doubt as to the Company's ability to continue as a going concern.

Mr.  Diamond's  report on Form  10-KSB for fiscal year ended  December  31, 2002
filed with the  Securities  and Exchange  Commission  on July 24, 2003 (File No.
000-28497),  contained an  explanatory  paragraph as to certainty  regarding the
Company's ability to continue as a going concern.  Mr. Diamond indicated that he
had prepared the financial  statements  assuming that the Company would continue
as a going concern.  However,  he also pointed out that as of December 31, 2002,
the  Company's  then-current  liabilities  exceeded its  then-current  assets by
$1,800,575  and the Company lost  $141,503  from  operations  for the year ended
December 31, 2002.  These and other issues  raised  substantial  doubt as to the
Company's ability to continue as a going concern.

On June 8, 2005,  the Company  engaged  Schwartz  Levitsky  Feldman,  LLP as its
auditors.  During the term of Mr. Diamond's engagement and through June 8, 2005,
there had been no  disagreements  with Mr.  Diamond on any matter of  accounting
principles or practices,  financial statement disclosures,  or auditing scope or
procedure, which, if not resolved to the satisfaction of Mr. Diamond, would have
caused Mr. Diamond to make  reference to the subject  matter in connection  with
their report on the Company's  consolidated  financial  statements  for the year
ended December 31, 2004. In addition, there were no reportable events, as listed
in Item 304(a)(1)(iv) of Regulation S-B.

During  the last  two  completed  fiscal  years  and the  interim  periods  (the
"Reporting  Period")  and prior to their  engagement,  neither  the  Company nor
anyone on its behalf  consulted  Schwartz  Levitsky  Feldman,  LLP regarding (i)
either:  the  application  of accounting  principles to a specific  completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the  Company's  financial  statements;  as such,  no written or oral  advice was
provided, and none was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issues; or (ii)
any matter that was a subject of a  disagreement  or  reportable  event with Mr.
Diamond, as there were none.

The Company  provided Mr.  Diamond with a copy of this  disclosure in July 2005,
and provided  Mr.  Diamond  with the  opportunity  to furnish the Company with a
letter  addressed to the Securities and Exchange  Commission  containing any new
information,  clarification  of the Company's  expression  of its views,  or the
respect in which Mr. Diamond did not agree with the statements contained herein.
Mr. Diamond did not respond.




                                       25
<PAGE>

Item 8(a) Controls and Procedures

The management of the Company maintains  disclosure controls and procedures that
are designed to provide  reasonable  assurance that  information  required to be
disclosed in its filings under the Securities  Exchange Act of 1934 is recorded,
processed, summarized and reported within the periods specified by the rules and
forms of the  Securities  Exchange  Commission  and  that  such  information  is
accumulated  and  communicated  to  its  management,   including  its  principal
executive  officer and principal  financial  officer,  as appropriate,  to allow
timely decisions regarding required disclosure.

On June 8, 2005, the Company dismissed Stephen Diamond, Chartered Accountant its
former independent certified public accountant, see discussion above, due to the
fact that he was not a PCAOB registered accountant.

Management  has  asked  its  auditors  to  carefully  review  with the  board of
directors each financial  statement filed during Mr.  Diamond's  tenure and have
filed amended reports reflecting that review.

Management  does not expect that its  disclosure  controls or internal  controls
over  financial  reporting  will prevent all errors or all instances of fraud. A
control  system,  no matter how well  designed  and  operated,  can provide only
reasonable,  not absolute assurance that the control systems' objectives will be
met.  Further,  the design of a control  system must reflect the fact that there
are resources constraints, and the level of controls must be considered relative
to their costs.  Because of the inherent limitations in all controls systems, no
evaluation of controls can provide  absolute  assurance  that all control issues
and  instances of fraud within the Company have been  detected.  These  inherent
limitations  include the realties  that  judgments  and  decision  making can be
faulty and that breakdowns can occur because of simple error or mistake. Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.


Changes in Internal Controls Over Financial Reporting

No  changes in the  internal  controls  over  financial  reporting  have come to
management's  attention  during  the  last  fiscal  quarter  of 2005  that  have
materially affected, or are reasonably likely to materially affect, the internal
controls over financial reporting.  Review and evaluation of disclosure controls
and procedures is an ongoing  process that management will continue to refine as
it performs quarterly evaluations. Management has evaluated the effectiveness of
the Company's  disclosure  controls and  procedures as of December 31, 2005 (the
evaluation  date) and has concluded that the disclosure  controls and procedures
are adequate and  effective  based upon their  evaluation  as of the  evaluation
date.

There were no significant  changes in internal controls or in other factors that
could  significantly  affect internal controls  subsequent to December 31, 2005,
the most recent evaluation date of such,  including any corrective  actions with
regard to significant deficiencies and material weaknesses,  except as otherwise
described herein.



                                       26
<PAGE>

                                    PART III

Item 9. Directors and Executive Officers and Significant Members of Management

The composition and biographies of the directors and officers are as follows:

                                                      POSITION WITH
NAME                                    AGE             THE COMPANY
--------------------------------------------------------------------------------

Sandy J. Masselli, Jr. (1)(4)           42      Chairman of the Board and
                                                Chief Executive Officer
Robert  D. Bonnell (1)(2)(3)(4)         59      President and Director
Richard B. Davis (3)                    58      Director and
Samuel G.S. Hughes (1)(2)(4)            60      Director

         (1) Member of the stock option committee.
         (2) Member of the compensation committee.
         (3) Member of the audit committee.
         (4) Member of the nominating committee.


SANDY J. MASSELLI, JR., has served as the Chairman of the Board, Chief Executive
Officer, President and director of the Company since January 1998. From May 1990
to the present,  Mr.  Masselli has served as Managing  Director of  Intercapital
Asset Management  Company,  Inc., an investment  advisory company,  where he has
been  responsible  for the selection and  monitoring of  investments  as well as
merchant banking  activities.  From May 1981 until May 1990, Mr. Masselli worked
as a Vice President and later as Senior Vice Present at several major securities
and brokerage  firms,  including  Prudential  Securities,  Inc.,  Drexel Burnham
Lambert,  Inc., Shearson Lehman Hutton,  Inc., and Merrill Lynch Pierce Fenner &
Smith,  Inc.  He earned a Bachelor  of Arts  degree in  political  science  from
Monmouth College.


ROBERT D. BONNELL has served as a director of the Company  since  September  30,
1998 and President  since January 26, 2005. He has over 25  years'experience  in
the marketing and public  relations  industries.  From 1992 to the present,  Mr.
Bonnell  has  served as  Chairman  and Chief  Executive  Officer  of Skiff  Lake
Holdings   Limited,   a  private   holding   company  with   positions  in  real
estate,investments and trusts. During this period, he also served as Chairman of
Commicer, an international company specializing in corporate  communications and
advice in connection  with mergers and  acquisitions.  Previously,  Mr.  Bonnell
worked  as  Managing  Director  and in  other  senior  positions  for  Public  &
Industrial  Relations,  Canada's  largest  public  relations  firm. In addition,
Mr.Bonnell   has  served  as  a  past  director  of  several   other   companies
including,Windsor  Investments S.A. in Luxemburg, Tudor Deutch International and
Windsor  Energy  Corporation  in Tulsa,  Oklahoma  (which  position he currently
holds). He earned a Bachelor of Arts degree with honors in political science and
economics from Ricker College, University of New Brunswick.


RICHARD B. DAVIS has served as a director of the  Company  since  September  30,
1998. He is a certified public accountant,  licensed to practice in New York and
New Jersey. From 1976 to the present,  Mr. Davis has been engaged in the private
practice of accounting,  providing  services to many companies and  individuals.
Prior to that time,  Mr.  Davis  spent  many years  working in the tax and other



                                       27
<PAGE>

departments at several major accounting firms, including Peat Marwick,Mitchell &
Co., and Touche Ross & Co. Mr.  Davis is a member of the  American  Institute of
Certified  Public  Accountants,   the  New  York  Society  of  Certified  Public
Accountants  and the New Jersey  Society of  Certified  Public  Accountants.  He
earned a Bachelor of  Business  Administration  degree from City  College of New
York.

SAMUEL  G.S.  HUGHES has served as a director of the  Company  since  December ,
2003. Mr Hughes has served as a director in many different  companies and brings
a wealth of knowledge to the Company.  Mr.  Hughes is a graduate of Upper Canada
College and Queens University.




All  directors are elected  annually and serve until the next annual  meeting of
stockholders or until their  successors are elected and qualified or until their
earlier resignation or removal.  Officers serve at the direction of the board of
directors.  There are no family  relationships  among  any of the  directors  or
executive officers.


Code of Ethics

The  Company  adopted  a code of ethics  that  applies  to its  chief  executive
officer,  chief  operating  officer,   principal  financial  officer,  principal
accounting  officer  and  controller,  a copy of which is attached as an exhibit
hereto.


Board Committees

         The Board has formed four committees:

         1.       a stock option committee comprised of Sandy J. Masselli,  Jr.,
                  Robert D.  Bonnell and Samuel  G.S.  Huges.  The stock  option
                  committee was  established  in 2005 and currently  administers
                  the stock option plan and reviews and  recommends to the board
                  of directors stock options to be granted;

         2.       a  compensation  committee  comprised of Robert D. Bonnell and
                  Samuel G.S. Huges. The compensation  committee was established
                  in 2001 and reviews and  recommends  to the board of directors
                  the  compensation  and benefits of all officers of the company
                  and reviews  general policy matters  relating to  compensation
                  and benefits of employees of the Company;

         3.       an audit  committee  comprised  of Richard B. Davis and Robert
                  D.Bonnell.  The audit  committee was  established  in 2001 and
                  reviews with the independent public accountants, the scope and
                  timing of their audit  services and any other  services  which
                  they are  asked to  perform.  The  accountants  report  on the
                  financial  statements  following completion of their audit and
                  the   policies  and   procedures   with  respect  to  internal
                  accounting  and  financial  controls.  In addition,  the audit
                  committee  makes  annual   recommendations  to  the  board  of
                  directors for the  appointment of  independent  public for the
                  ensuing year. Mr. Davis is the financial expert serving on the
                  Audit Committee; and




                                       28
<PAGE>

         4.       a  nominating   committee  comprised  of  Sandy  J.  Masselli,
                  Jr.,Robert D. Bonnell and Samuel G.S. Huges.

Compliance With Section 16(A) Of The Securities Exchange Act Of 1934

The executive officers, directors and shareholders beneficially owning more than
10% of the Common Stock are  required  under the Exchange Act to file reports of
ownership  of Common  Stock of the  Company  with the  Securities  and  Exchange
Commission. Copies of those reports must also be furnished to the Company. Based
solely  upon a review of the  copies of reports  furnished  to the  Company  and
written  representations  that no  other  reports  were  required,  the  Company
believes  that during the preceding  year (ending  December 31, 2004) all filing
requirements  applicable  to  executive  officers,  directors  and  shareholders
beneficially owning more than 10% of the Common Stock have been complied with.


Item 10. Executive Compensation

Compensation of Directors

Directors of the Company do not receive any stated salary or other  compensation
for their  services  as  directors  or  members  of  committees  of the board of
directors,  but by  resolution  of the  board,  a  fixed  fee  and  expenses  of
attendance may be permitted for  attendance at each meeting.  Directors may also
serve the Company in other capacities,  such as officer,  agent or otherwise and
may receive compensation for those services.


Deferred Compensation of Officers

Mr. Masselli of the Company has agreed to defer his annual salary.  The deferred
salary  shall be paid to him in cash or stock of the Company at such future time
as he may elect  pursuant to written  notice to the Company,  and as approved by
the board of directors.


Issuances and Payments

The Company is not a party to any employment or consulting agreement with any
named executive officers. Set forth below is information concerning the
compensation for the chief executive officer. No other executive officers of the
Company earned any compensation in the year ended December 31, 2005.


Sandy J. Masselli, Jr.

                 Summary Compensation                  Awards
                 ---------------------               ----------
                   Other                     Securities
                   Annual                   Underlying
 Year              Salary      Bonus       Compensation       Options/SARs
--------         ----------   -------    -----------------  ----------------
 2004                $0         $0            $0                   $0
 2005                $0         $0            $0                   $0




                                       29
<PAGE>
<TABLE>
<CAPTION>

(1) Mr. Masselli became the Chief Executive Officer of the Company as of January
23,  1998.  He agreed to defer the  compensation  due him pursuant to a deferred
compensation arrangement.  As at December 31,2005 the Company currently owes Mr.
Masselli approximately $1,325,000 in deferred compensation.


Long Term Incentive Plan

The Company made no awards to the named  executive  officers under any long-term
incentive plan during the fiscal year ended December 31, 2005.

Aggregate Option Exercises in Fiscal 2004 and Fiscal Year-End Option Values

The Company did not grant any options to purchase  shares of common stock to its
directors and executive officers during the fiscal year ended December 31, 2005.


Item 11. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the common stock and total voting stock as of December, 31 2005 by:
(i) each  stockholder  known by us to  beneficially  own in  excess of 5% of the
outstanding shares of common stock; (ii) each director;  and (iii) all directors
and officers as a group. As of December 31, 2005, there were 7,603,826 shares of
common stock issued and outstanding. Except as otherwise indicated in the notes,
the persons named below hold sole voting and  disposition  power with respect to
the shares.

                                                  Common Stock                  All Voting
                                                Number of Shares                  Stock
                                              ---------------------    ----------------------------
                                                 of Common Stock        Percent of     Percent of
Name and Address                              Beneficially Owned(1)       Class(2)    Voting Shares
------------------------------------------    ---------------------    ------------   -------------
<S>                                           <C>                      <C>            <C>
Sandy J. Masselli, Jr.                            72,500,000(3)             9.5           59.5
Robert D. Bonnell                                  2,350,000(4)             4.0            4.0
John Masselli                                        750,000(5)             1.2            1.2
Richard B. Davis                                     250,000(6)              .4             .4
Intercapital Asset Management Limited             57,000,000(7)            49.8           49.8
   c/o The Royal Bank of Scotland
   Shirley & Charlotte Street
   Nassau, The Bahamas

All directors and executive officers as a         75,850,000               65.1           65.1
group (first 4 persons)
</TABLE>

(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment  power  with  respect  to  securities.  Except as  indicated  by




                                       30
<PAGE>

     footnotes and subject to community  property laws,  where  applicable,  the
     persons named above have sole voting and  investment  power with respect to
     all shares of Common Stock shown as beneficially owned by them.

(2)  With respect to option  holders,  the  calculation of percentage  ownership
     assumes the exercise of the relevant option or options  beneficially  owned
     by the holder but not by other option holders.

(3)  This  amount  consists  of (i)  10,000,000  shares  of Common  Stock  held,
     directly or indirectly,  by Sandy  Masselli's  family and  relatives,  with
     respect to which Mr.  Masselli  is in a  position  to  exercise  voting and
     investment  power,  (ii)  3,000,000  common  stock  options  issued  to Mr.
     Masselli,  (iii)  2,500,000  common stock options issued to Mr.  Masselli's
     brother,  Joseph H.  Masselli,  with respect to which Mr.  Masselli is in a
     position to  exercise  voting and  investment  power,  and (iv)  57,000,000
     common  stock  options  (the Global  Options)  held by  Intercapital  Asset
     Management  Limited,  a  Bahamian  corporation  (ICAM) as  transferee  from
     Intercapital Global, with respect to which Mr. Masselli is in a position to
     exercise voting and investment  power.  All of the 62,500,000  common stock
     options  referred to in clauses (ii),  (iii) and (iv) above are exercisable
     at any time at  $0.1875  per share and  expire on  February  3,  2006.  The
     Company extended the exercisable date to May 3, 2007 to Intercapital  Asset
     Management  Limited,  an investment  management  company  controlled by Mr.
     Masselli,.  ICAM is also  listed in the table as an  additional  beneficial
     owner of the Global Options.

(4)  2,000,000  of this amount  consists of common stock  options  issued to Mr.
     Bonnell.  The  options are  exercisable  at any time at $0.15 per share and
     expire on September 30, 2006. Of the remaining 350,000 shares  beneficially
     owned by Mr.Bonnell, 170,000 are held directly and 180,000 are held through
     a family holding company of which Mr. Bonnell is the Chairman and CEO.

(5)  This amount  consists of 750,000  common stock  options  issued to Mr. John
     Masselli.  The options are exercisable at any time at $0.1875 per share and
     expire on February 3, 2006.

(6)  This amount  consists of 250,000  common stock options issued to Mr. Davis.
     The  options are  exercisable  at any time at $0.15 per share and expire on
     September 30, 2006.

(7)  This  amount   consists  of  the   57,000,000   Global  Options  issued  to
     Intercapital  Global  as an agent  for the  beneficial  owners  of Mint and
     Intercapital  Global.  The Global Options were subsequently  transferred by
     Intercapital Global to ICAM. The Global Options are exercisable at any time
     at $0.1875 per share and expire on February 3, 2006. Sandy J. Masselli, Jr.
     is also listed in the table as an additional beneficial owner of the Global
     Options.


Item 12. Certain Relationships and Related Party Transactions

Formation of the Company

The Company was incorporated on April 22, 1003 in the State of Indiana under the
name Kit Farms Inc.  (Kit).  From 1993 until 1995 Kit engaged in the business of
pet food  manufacturing  and  processing.  From 1995 until January 1998, Kit was
inactive. On January 28, 1998, Mint Energy, Inc., a Delaware corporation (Mint),




                                       31
<PAGE>

merged with and into Kit, with Kit being the surviving corporation (the Merger).
Concurrently,  Intercapital  Global was contributed to Kit by its  shareholders,
and became a wholly owned  subsidiary of Kit. Mint and  Intercapital  Global had
the same beneficial  owners (the  beneficial  owners) at the date of the Merger.
After the Merger, Kit changed its name to the present name of the Company and in
September 1998, the Company commenced its present Internet casino business.

The Merger was effected pursuant to the terms of a Merger Agreement dated
November 17, 1997 entered into between Mint and Kit, as amended by the First
Amendment thereto dated January 15, 1998, and as further amended by certain oral
agreements in February 1998 (as amended, the Merger Agreement). Pursuant to the
Merger Agreement, the shareholders of Mint and Intercapital Global received
approximately 104.8 million shares of Common Stock (the Merger Shares) with a
negotiated value of $2 million in consideration for entering into the Merger.
Through the Merger, the shareholders and management of Mint acquired control
over the Company as the surviving entity.

Prior to the Merger,  Mint owned certain  Internet  casino hardware and software
through its two wholly owned  subsidiaries,  Online  Software,  Inc., a Delaware
corporation  (OSI), and Online Casinos,  Inc. a Delaware  corporation (OCI), and
Intercapital Global owned a gaming license issued by the government of Honduras.
From  1996  through  the date of the  Merger,  the  beneficial  owners  of these
entities  advanced  approximately  $2  million  which are  reflected  as capital
contributions  to such  entities to fund  expenditures  relating to research and
development  of the online  gaming  business  and  software.  As a result of the
Merger,  OSI and OCI became  wholly-owned  subsidiaries  of the Company and were
later merged with and into the Company with the Company surviving.  Intercapital
Global was organized in October 1993 as an offshore private corporation.


Other

From time to time,  certain  officers and directors of the Company have directly
paid certain  Company  expenses.  Such  transactions  have been  recorded in the
Company's  books as due to  officers,  and do not bear  interest.  There  are no
scheduled terms of repayment on such amounts.



Item 13. Exhibits

14.1     Code of Ethics

21.1     Subsidiaries of the Small Business Issuer

16.1     Letter on Change in Certifying Accountant, (none provided - see Current
         Report on Form 8-K/A filed with the SEC on August 5, 2005 (SEC File No.
         000 -28497))

31.1     Certification of Sandy J. Masselli pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





                                       32
<PAGE>

31.2     Certification  of Robert Lawand pursuant to 18 U.S.C.  1350, as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1     Certification of Sandy J. Masselli pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification  of Robert Lawand pursuant to 18 U.S.C.  Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Item 14. Principal Accountant Fees and Services

AUDIT FEES: The audit fees for 2005 from Schwartz,  Levitsky,  Feldman,  LLP for
2005 were $3,000 for the annual audit and review of Form 10-KSB .

TAX FEES:  The fees for the corporate tax return for 2005 will be $0 as compared
to $0 for 2004 returns.

All fees and the retaining of auditors was done by the audit  committee with the
approval of the Board of Directors.

SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
as amended,  the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                            TOTAL LUXURY GROUP, INC.


                                      /S/ Sandy J. Masselli, Jr.
                                      --------------------------
Date:  March 31, 2006                 Sandy J. Masselli, Jr.,
Chief Executive Officer, Chairman of the Board of Directors, and Director

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

By: /s/  Sandy J. Masselli, Jr.
Date:  March 31, 2006
---------------------------------------
Sandy J. Masselli, Jr.,
Chief Executive Officer, Chairman
of the Board of Directors, and Director

By: /s/  Robert D. Bonnell
Date:  March 31, 2006
---------------------------------------
Robert D. Bonnell
President and Director

By: /s/  Richard B. Davis
Date:  March 31, 2006
---------------------------------------
Richard B. Davis
Director






                                       33
<PAGE>

                                  EXHIBIT INDEX


--------------------------------------------------------------------------------
14.1   Code of Ethics
--------------------------------------------------------------------------------
21.1   Subsidiaries of the Small Business Issuer
--------------------------------------------------------------------------------
16.1   Letter on Change in Certifying  Accountant,  (none provided - see Current
       Report on Form  8-K/A  filed with the SEC on August 5, 2005 (SEC File No.
       000-28497))
--------------------------------------------------------------------------------
31.1   Certification of Sandy J. Masselli pursuant to 18 U.S.C. Section 1350, as
       adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
31.2   Certification  of Robert  Lawand  pursuant to 18 U.S.C.  Section 1350, as
       adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
32.1   Certification of Sandy J. Masselli pursuant to 18 U.S.C. Section 1350, as
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
32.2   Certification  of Robert  Lawand  pursuant to 18 U.S.C.  Section 1350, as
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------






                                       34