U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                (Amendment No. 2)

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

                   For the fiscal year ended December 31, 2004

                 [ ] 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
   Incorporation or Organization)                         Number)

                          501 Fifth Avenue, Suite 2001
                               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)


         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.
<PAGE>

The number of shares outstanding of Common Stock was 7,603,826 as of December
31, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

         None.

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








                                       ii
<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...........7
Item 6.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations..........................................9
Item 7.     Financial Statements..............................................10
Item 8.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..........................................11
Item 8(a)   Controls and Procedures...........................................12
Item 9.     Directors and Executive Officers and Significant Members
            of Management.....................................................13
Item 10.    Executive Compensation............................................15
Item 11.    Security Ownership of Certain Beneficial Owners
            and Management....................................................16
Item 12.    Certain Relationships and Related Party Transactions..............17
Item 13.    Exhibits..........................................................18
Item 14.    Principal Accountant Fees and Services............................18




                                      iii
<PAGE>

              CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

         This report on Form 10-KSB/A 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.




                                       iv
<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 is filing this amendment to the
Form 10-KSB to respond to additional comments from the SEC.

         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 is obligated to undergo additional review and audits. The Company
intends to seek to be re-listed on the OTCBB, once the Company has responded to
all SEC comments.

         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"). The Company no longer has any
subsidiaries.

         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.

                                       5
<PAGE>

         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.

         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.

                                       6
<PAGE>

         Dependence on a Single Customer; Revenues; Backlog of Order; Government
Contracts; Competitive Conditions; Registrant Sponsored Research and
Development; Compliance with Environmental Laws and Regulations; Number of
Persons Employed.

         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, 2004, 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, 2004, 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, 2004 and December 31, 2003 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, 2004 and December 31, 2003.

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.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         As of December 31, 2004, there were 146 registered holders of shares of
the outstanding common stock of the Company. The Company's common stock was
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.

                                       7
<PAGE>

         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 is filing this amendment to the
Form 10-KSB to respond to additional comments from the SEC.

         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 is obligated to undergo additional review and audits. The Company
intends to seek to be re-listed on the OTCBB, once the Company has responded to
all SEC comments.

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                          2003                  2003                    2003                   2003
                         First                 Second                  Third                  Fourth
                        Quarter                Quarter                Quarter                 Quarter
-------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>                     <C>
High Bid                 $0.01                  $0.01                  $0.01                   $0.49
-------------------------------------------------------------------------------------------------------------
Low Bid                  $0.01                  $0.01                  $0.01                   $0.10
-------------------------------------------------------------------------------------------------------------
                          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
-------------------------------------------------------------------------------------------------------------
                          2005                  2005                    2005
                         First                 Second                  Third
                        Quarter                Quarter                Quarter
-------------------------------------------------------------------------------------------------------------
High Bid                 $0.52                $0.46                    $0.33
-------------------------------------------------------------------------------------------------------------
Low Bid                  $0.09                $0.22                    $0.16
-------------------------------------------------------------------------------------------------------------
</TABLE>

Holders

         As of December 31, 2004, 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.

                                       8
<PAGE>

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 thereunder 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.

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.

                                       9
<PAGE>

Item 7.  Financial Statements


                             TOTAL LUXURY GROUP INC.

                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                       (Amounts Expressed in U.S. Dollars)
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS




                             TOTAL LUXURY GROUP INC.

                              FINANCIAL STATEMENTS

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                       (Amounts Expressed in U.S. Dollars)


                                                                        Page

     Report of Independent Registered Public Accounting Firm             F-2

     Financial Statements:

         Balance Sheets                                                  F-3

         Statements of Operations                                        F-4

         Statements of Cash Flows                                        F-5

         Statement of Changes in Stockholders' Deficiency                F-6

         Notes to Financial Statements                               F-7 to F-13



<PAGE>

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of Total
Luxury Group Inc.

We have audited the balance sheet of Total Luxury Group Inc. as at December 31,
2004 and the related statements of operations and changes in stockholders'
deficiency and cash flows for the year ended December 31, 2004. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of Total Luxury Group Inc. as at
December 31, 2004 and the results of its operations and its cash flows for the
year ended December 31, 2004, in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As outlined in note 2 to the 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 financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

The financial statements as at December 31, 2003 and for the year then ended,
were audited by other auditors who expressed an opinion without reservation on
the statements in their report dated April 1, 2004.

                                          (s) Schwartz Levitsky Feldman LLP



Montreal, Quebec, Canada
July 15, 2005                             Chartered Accountants


                                      F-2
<PAGE>

TOTAL LUXURY GROUP INC.
Balance Sheets
As At December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       2004                         2003
                                                                                 --------------                --------------
<S>                                                                              <C>                           <C>
ASSETS

Current
   Cash                                                                          $         --                  $         71
   Accounts receivable                                                                     --                            --
                                                                                 --------------                --------------
Total current assets                                                                       --                            71

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

Less accumulated depreciation                                                        (352,415)                     (348,140)
                                                                                 --------------                --------------

                                                                                       11,174                        15,449
                                                                                 --------------                --------------
Total assets                                                                     $     11,174                  $     15,520
                                                                                 ==============                ==============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current

Accounts payable and accrued liabilities                                         $     46,000                  $    155,964
Deferred compensation                                                               1,325,450                     1,325,450
Due to directors and stockholders                                                     643,664                       521,771
                                                                                 --------------                --------------
Total current liabilities                                                           2,015,114                     2,003,185
                                                                                 --------------                --------------
Stockholders' Equity
Common stock, $0.001 par value; authorized,
  200,000,000 shares; issued and outstanding, 7,603,826
  shares at December 31,2004 and 2003                                                  58,388                        58,388
Additional paid-in capital                                                          2,684,695                     2,684,695
Accumulated deficit                                                                (4,747,023)                   (4,730,748)
                                                                                 --------------                --------------
Total stockholders' deficit                                                        (2,003,940)                   (1,987,665)
                                                                                 --------------                --------------
Total liabilities and stockholders' deficiency                                   $     11,174                  $     15,520
                                                                                 ==============                ==============
</TABLE>

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


                                      F-3
<PAGE>

TOTAL LUXURY GROUP INC.
Statements Of Operations
For the Year Ended December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      2004                           2003
                                                                                 --------------                --------------
<S>                                                                              <C>                           <C>
Revenues
   Gaming revenues (note 3(a) (i))                                               $         --                  $           --
   Less: Charge backs                                                                      --                              --
         Complimentary and bonus                                                           --                              --

   Gaming revenues, net                                                                    --                              --
   Royalty fees (note 3(a))                                                                --                              --
                                                                                 --------------                --------------
Total revenue                                                                              --                              --
                                                                                 ==============                ==============

Operating expenses
   Cost of operations                                                                      --                              --
   Selling, general and administrative`                                                12,000                         202,539
   Depreciation and amortization                                                        4,275                          13,329
                                                                                 --------------                --------------
                                                                                       16,275                         215,868
                                                                                 --------------                --------------
   Loss from operations                                                               (16,275)                       (215,868)
                                                                                 --------------                --------------

Income (loss) before provision for
  income taxes                                                                        (16,275)                       (215,868)

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

Net income (loss)                                                                $    (16,275)                 $     (215,868)
                                                                                 --------------                --------------

Net earnings (loss) per common share                                             $      (0.00)                 $        (0.00)
                                                                                 ==============                ==============

Weighted average number of common shares outstanding                                7,603,826                       7,603,826
                                                                                 ==============                ==============
</TABLE>

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


                                      F-4
<PAGE>

TOTAL LUXURY GROUP INC.
Statements Of Cash Flows For the Year
Ending December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      2004                          2003
                                                                                 --------------                --------------
<S>                                                                              <C>                           <C>
Investing activities

Net earnings (loss)                                                              $    (16,275)                 $   (215,868)
Adjustments to reconcile net earnings to net cash used in
  operating activities:
   Depletion, amortization and site restoration                                         4,275                        13,329
   (Gain) Loss on disposal of assets                                                       --                       142,501
   Increase (decrease) in cash from changes in operating assets
     and liabilities:
       Accounts receivable                                                                 --                            --
       Accounts payable and accrued liabilities                                      (109,964)                       (7,294)
                                                                                 --------------                --------------

Net cash flows provided by (used in) operating activities                            (121,964)                      (67,332)
                                                                                 --------------                --------------

Financing activities

   Advances from directors and stockholders                                           121,893                        67,210
                                                                                 --------------                --------------
                                                                                      121,893                        67,210
                                                                                 --------------                --------------

Net increase (decrease) in cash                                                           (71)                         (122)

Cash, beginning of the year                                                                71                           193
                                                                                 --------------                --------------
Cash, end of the year                                                            $         --                  $         71
                                                                                 ==============                ==============

Supplemental disclosure of cash flow information:

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

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

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


                                       F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                             Class A Common Stock
                                        ------------------------------
                                                                             Additional                              Total
                                                                               Paid-Up         Accumulated        Shareholders'
                                           Shares           Amount             Capital           Deficit           Deficiency
                                        --------------  --------------    ----------------  ------------------   ----------------

<S>                                        <C>           <C>                <C>               <C>                   <C>
Balance, December 31, 1999                 57,388,443    $     57,388       $  2,460,695      $   (3,298,293)    $   (780,210)
Net income for the year ended
  December 31, 2000;                               --              --                 --              26,264           26,264
Capital stock issued to
  Northstar Advertising Inc.                       --       1,000,000              1,000             224,000          225,000
                                        --------------  --------------    ----------------  ------------------   ----------------

Balance December 31, 2000                  58,388,443          58,388          2,684,695          (3,272,029)        (528,946)
Net loss for the year ended
  December 31, 2001                                --              --                 --          (1,101,348)      (1,101,348)
                                        --------------  --------------    ----------------  ------------------   ----------------

Balance, December 31, 2001                 58,388,443          58,388          2,684,695          (4,373,377)      (1,630,294)
Net loss for the year ended
  December 31, 2002                                --              --                 --            (141,503)        (141,503)
Capital stock issued in
  exchange for Rock Candy
  assets (Note 3(a) (ii))                   4,520,000              --                 --                  --               --
                                        --------------  --------------    ----------------  ------------------   ----------------

Balance, December 31, 2002                 62,908,443          58,388          2,684,695          (4,373,377)      (1,771,797)
February 13, 2003 stock split
  100:1 on 62,908,443 shares
  reducing to 629,084                         629,084              --                 --                  --               --

Net loss for the year ended
  December 31, 2003                                --              --                 --            (215,868)        (215,868)
Capital stock issued in
  exchange for Rock Candy
  assets (Note 3(a) (ii)) and               4,520,000              --                 --                  --               --
capital stock issued in
  exchange for Directors fees,
  Surrendered Options and
  Employee severance payments               2,454,742              --                 --                  --               --
                                        --------------  --------------    ----------------  ------------------   ----------------

Balance, December 31, 2003                  7,603,826          58,388          2,684,695          (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    $     58,388       $  2,684,695      $   (4,747,023)    $ (2,003,940)
                                        ==============  ==============    ================  ==================   ================
</TABLE>

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


                                       F-6
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(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.

Gain (Loss) Per Share

Gain (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. Fully
diluted earnings per share are not presented because they are anti-dilutive.

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 cash and cash equivalents, accounts receivable,
prepaid expenses and other current expenses, and the current portions of notes
payable 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.


                                       F-7
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Income taxes

The Company is responsible for filing a United States Federal income tax return,
while Intercap Canada is responsible for filing a Canadian tax return.
Intercapital Global is not required to file a United States corporate income tax
return because it is a foreign corporation and has no U.S. source income or U.S.
operations. Intercapital Global is not required to file an Antiguan tax return
since it is an International Business Corporation not subject to taxation.

Other

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

The Company paid no dividends in 2004 or 2003.

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.

Intercapital Global, the operating company, owned a gaming license issued by the
Government of Honduras and the Dominican Republic, and several Internet Web
sites. The 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. 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.


                                       F-8
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

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.

Intercapital Canada provided Intercapital Global with technical and customer
support and administrative services.

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). There are significant
legislative risks and uncertainties regarding on-line gaming operations (see
Note D-1). The company launched its www.theonlinecasino.com Web site on
September 12, 1998.

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

On February 10, 2003, a reverse stock split of the Company's Common Stock was
effected. The reverse split was on a one hundred shares for one share basis.

Since August 22,2002 through November 2004 the Company had no business
activities other than administrative costs necessary, for researching an
acquisition candidate and for remaining a publicly reporting entity.

In view of the matters described in the previous paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon continued operations of the Company, which, in turn, are
dependent upon the Company's ability to meet its financing requirements on a
continuous basis and to succeed in its future operations. The financial
statements do not include any adjustments relating to the recover ability and
classification of recorded asset amounts or amounts of liabilities that might be
necessary should the Company be unable to continue in existence.

3(a)(i) In August 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 liabilities of the Online Sports
Book.com and a royalty agreement whereby Online shall pay to the seller 10% of
the gross profit for 12 months following the date of closing. To December 31,
2002 the company has earned $84,750 in royalties.

The company is no longer engaged in interest gaming activities.

(ii) In October 2002 Total Entertainment Canada Ltd. purchased 100% of the
business rights, domain names, trade marks and formulas ("the assets") owned by
Rock Candy Cosmetics Inc.
The purchase price of $678,000 was satisfied by issuance of 4,520,000 common
shares of the company. Since Rock Candy is a privately held company the fair
value of the assets is not readily determinable. As a result, the assets were
recovered at a nominal value. The Company issued 2,454,742 common shares of the
company, to directors and officers. The shares issued for the cancellation of
directors options( dated February 18, 1998) and severance payments to terminated
employees.


                                       F-9
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

(b) Obtain advances from affiliated companies, officers or other sources, as
necessary, to fund operating expenses.

(c) Defer officers' salaries until such time the Board of Directors determines
it is appropriate to commence payment.

Note 4. Capital stock and stock options

(a) Common Stock Transactions

(i) During 2000, the Company issued 370,000 shares of common stock to Online
Gaming System Ltd. pursuant to the OGS Agreement. Upon cancellation of the OGS
Agreement effective December 31, 2000, the shares were returned by Online Gaming
System Ltd. to the Company.

(ii) During 2000, the Company issued 500,000 shares to an individual in exchange
for investor relations services. This agreement was rescinded, and the shares
returned to the Company prior to the commencement of any investor relations
activities by the individual.

(iii) In October 2002 Total Entertainment Canada Ltd. purchased 100% of the
business rights domain names, trade marks and formulas ("the assets") owned by
Rock Candy Cosmetics Inc.

The purchase price of $678,000 was satisfied by issuance of 4,520,000common
shares of the company. Since Rock Candy is a privately held company the fair
value of the assets is readily determinable. As a result, the assets were
recoverable at a normal value.

In 2003, The Company issued 2,454,742 common shares of the company, to directors
and officers. The shares issued for the cancellation of directors options and
severance payments to terminated employees.

(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, 2004 and 2003. The following table summarizes information
about the shares outstanding and exercisable for options, including the option
held by Intercapital Asset Management Limited at December 31, 2004.


                                      F-10
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------


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

                      $.1875      66,500,000          5.1            66,500,000
                         .15       2,750,000         5.75             2,750,000
                                 -----------    ----------------    -----------
                                  69,250,000                         69,250,000
                                 ===========                        ===========

Note 6. Commitments and contingencies

(a) Operating Leases

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. Additionally, the Company was
committed under three operating leases for automobiles expiring on various dates
in 2004. These leases have since been terminated.

Rent expense for the years ended December 31, 2004 and December 31, 2003 was
approximately $0.00 and $ 0.00, respectively. The Company received rent free
office space at Intercapital Asset Management's leased facility in New Jersey
under an informal agreement for the year ended December 31 2004 and December
31,2003.

(b) Capital Lease Obligation

The Company leased certain equipment under various capital leases which expired
in 2002.

Equipment recorded under capital leases was $100,427. Accumulated amortization
of capital leases amounted to approximately $ 98,931 at December 31, 2001.
Interest on capital leases amounted to approximately $4,000 and $ 4,000 for the
years ended December 31, 2001 and 2002, respectively.

Note 7. Related party transactions

(a) Deferred Compensation

Sandy Masselli together with certain other senior officers and employees of the
Company, have agreed to defer their annual salaries until such time as
determined by the relevant officer, without interest and not funded. The
deferred salaries shall be paid to such persons in cash or stock of the Company
at such future time as each person may elect by written notice to the Company
and approved by the Company's Board of Directors. Such totalled approximately
$880,000 at December 31, 2000 and are deferred by the Company. During the year
ended December 31, 2003, $0.00 of officers salaries were paid in cash and
$142,501 was deferred.(Note 6 (e))

(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 2003and 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.


                                      F-11
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

(c) History of Company

Mr. Sandy Masselli had effective control of Mint Energy and affiliates and
Intercapital Global. Mr. Sandy Masselli has effective control of Intercapital
Asset Management Limited.

Kit Farms was incorporated on April 22, 1993 and was engaged in the pet food
business until 1995, when the remaining assets and liabilities were liquidated.
From that date to January 28, 1998, Kit Farms was an inactive public company
trading on the NASDAQ over-the-counter bulletin board market (bulletin boards).

From 1996 through 1998, Mint Energy and its subsidiaries had spent several years
exploring the possibilities of and developing software for a gaming and wagering
operation accessible through the Internet. These entities had no revenues or
employees during this period. Funds used by Mint Energy and subsidiaries to
conduct these activities and develop the business were received as advances
which are reflected as capital contributions from Sandy J. Masselli, Jr.,
Chairman of the Board (Mr. Masselli) and other shareholders of Mint Energy. At
the time of the merger, the shareholders of Mint and Intercapital Global were
identical (the Beneficial Owners).

On January 28, 1998 and as amended, Kit Farms Inc. (Kit Farms) merged with Mint
Energy including its subsidiaries, and the Beneficial Owners of Intercapital
Global contributed their shares of Intercapital Global to Kit Farms. At the time
of the Kit Farms merger, it had been purported that 7.37 million shares of Kit
Farms were outstanding. Subsequent to the merger, the Company was informed that
there may be additional shares outstanding, which were subsequently cancelled by
the Company. This matter is currently under arbitration (see Note D-4).
Notwithstanding the arbitration issue, the existing stockholders of Kit Farms
were to continue to hold the 7.37 million shares of the common stock to the
merged entity. Intercapital Global, in its role as agent the Beneficial Owners,
received 104.8 million shares common stock of Kit Farms, with an aggregate value
of approximately $2 million pursuant to the merger of Mint Energy into Kit
Farms, and the contribution, by the Beneficial Owners, of their shares of
Intercapital Global. The aggregate value was determined through negotiations
among the Boards of Directors of Kit Farms and Mint Energy, in the absence of
reliable quoted market prices on the bulletin boards.

In February 1998, the Beneficial Owners voluntarily returned to treasury 57
million shares. The shares were subsequently cancelled by the Company. On
February 3, 1998, the Company granted an option (the Global Option), to replace
the returned shares, to acquire 57 million shares at $1.875 per share,
exercisable at any time through February 3, 2006, to Intercapital Global in its
role as agent for the Beneficial Owners. Intercapital Global subsequently
transferred the option to Intercapital Asset Management Limited, an investment
management company controlled by Mr. Masselli, which had the same Beneficial
Owners as Mint Energy and Intercapital Global.

Intercapital Global, in its role as agent for the Beneficial Owners,
subsequently distributed 47.8 million shares of common stock it received to its
Beneficial Owners, which together with the Global Option were consideration for
the merger.

In June 1998, the Company issued an additional 537,000 shares to the former
principal shareholders and directors of Kit Farms to facilitate the merger. The
acquisition resulted in the owners and management of Mint Energy having
effective control of the combined entity.


                                      F-12
<PAGE>

TOTAL LUXURY GROUP INC.
Notes to Financial Statements
December 31, 2004 and 2003
(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Kit Farms changed its name to Total Entertainment Inc. on February 19, 1998.

Under accounting principles generally accepted in the United States of America,
the acquisition is considered to be a capital transaction in substance, rather
than a business combination. That is, the acquisition is equivalent to the
issuance of stock by Mint Energy for the net monetary assets of Kit Farms,
accompanied by a recapitalization, and is accounted for as a change in capital
structure. Accordingly, the accounting for the acquisition is identical to that
resulting from a reverse acquisition, except that no goodwill is recorded. Under
reverse takeover accounting, the post-reverse-acquisition comparative historical
financial statements of the legal acquire (Kit Farms) are those of the
accounting acquirer (Mint Energy). Earnings per share (EPS) are calculated to
reflect the Company's change in capital structure for all periods presented.

Intercapital Global was organized in 1993 by Mr. 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 the
Beneficial Owners. At the time, Mr. Masselli had voting and investment control
over all of Intercapital Global's assets and control over all outstanding shares
of capital stock issued by Intercapital Global. Intercapital Global later became
a wholly-owned subsidiary of the Company when its Beneficial Owners contributed
their shares to Kit Farms as part of the merger. At the time of the transfer of
ownership, Intercapital Global held no assets or liabilities other than the
gaming license.

Note 8. Income taxes

The Company could have net operation losses of approximately $2 million, 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, 2004 and 2003.

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.

Note 9. Supplementary cash flow information

(a) Non-Cash Transaction

In 2003 the Company issued Common Stock, with a fair value of $678,000, for the
business rights, domain names, trademarks and formulas owned by Rock Candy
Cosmetics Inc.

(b) Interest and Taxes Paid.

During 2004 the Company paid approximately $0.00 of taxes and $ 0.00 of
interest. During 2003 the Company paid approximately $0 of taxes and $4,000 of
interest.


                                      F-13
<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 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.


                                       11
<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 2004 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, 2004 (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, 2004, the most recent evaluation date of such, including any corrective
actions with regard to significant deficiencies and material weaknesses, except
as otherwise described herein.


                                       12
<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:



NAME                                AGE     POSITION WITH THE COMPANY
----                                ---     -------------------------
Sandy J. Masselli, Jr. (1)(4)       42      Chairman of the Board and Chief
                                            Executive Officer
David D. Bonnell (1)(2)(3)(4)       59      President and Director
Richard B. Davis (3)                58      Director and Chief Financial Officer
Samuel G.S. Huges (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 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.


                                       13
<PAGE>

         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
             accountants for the ensuing year. Mr. Davis is the financial
             expert serving on the Audit Committee; and

         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.


                                       14
<PAGE>

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, together with certain other senior officers and employees
of the Company have agreed to defer their annual salaries until such time as
determined by the relevant officer, without interest and to the extent not
funded, subject to the Company's capacity to pay. The deferred salaries shall be
paid to such persons in cash or stock of the Company at such future time as such
impacted person 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. There were no other executive
officers of the Company who earned in excess of $100,000 for the year ended
December 31, 2004.

                                  Summary Compensation             Awards
                             --------------------------------   ------------
                                                    Other        Securities
                                                    Annual       Underlying
Year                         Salary     Bonus    Compensation   Options/SARs
----                         ------     -----    ------------   ------------
Sandy J. Masselli, Jr.
(1)
   2002                     $100,000      $0          $0              0
   2003                    $1,000,000     $0          $0              0
   2004                     $100,000      $0          $0              0


(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. The Company currently owes Mr. Masselli approximately
$1,800,000 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, 2004.

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, 2004.


                                       15
<PAGE>

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 October
10, 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 October 10, 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.

<TABLE>
<CAPTION>
                                                                                                 All Voting
                                                   Common Stock                                    Stock
                                                   ------------                                    -----
                                                Number of Shares
                                                  of Common Stock          Percent of        Percent of Voting
Name and Address                               Beneficially Owned(1)        Class(2)               Shares
-------- -------                               ------------------           --------               ------
<S>                                                   <C>                    <C>                   <C>
Sandy J. Masselli, Jr.                                 72,500,000(3)          59.5                  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 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. 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.


                                       16
<PAGE>

(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), 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.

         From 1996 to 1998, Mint and its subsidiaries (predecessor of the
Company) had expenses, principally for computer programming services, that
included approximately $65,000 paid to entities controlled by certain officers
of the Company. During this Period, Mint also received advances which are
reflected as capital contributions in the amount of approximately $2,000,000
from the beneficial owners.


                                       17
<PAGE>

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

         31.2   Certification  of Richard B. Davis 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 Richard B. Davis 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 2004 from Stephen Diamond Chartered Accountant
were $20,000 for the annual audit and review of Form 10-KSB and $1,500 for each
quarterly review as compared to $10,000 for the annual audit and review of Form
10-KSB and $2,500 for each quarterly review.

TAX FEES: The fees for the corporate tax return for 2004 will be $0 as compared
to $15,000 for 2003 returns.

ALL OTHER FEES: There have been fees of $17,000 from the principal accountants
Schwartz, Levitsky, Feldman, LLP for 2004 due to the change of principal
accountants in the second quarter of 2005 and the restatement of the 2004 and
2003 financial statements.

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


                                       18
<PAGE>

                                   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:  October 19, 2005                 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:  October 19, 2005
     ----------------------------------------
     Sandy J. Masselli, Jr.,
     Chief Executive Officer, Chairman
     of the Board of Directors, and Director

By:  /s/ Robert D. Bonnell                              Date:  October 19, 2005
     ----------------------------------------
     Robert D. Bonnell
     President and Director

By:  /s/ Richard B. Davis                               Date:  October 19, 2005
     ----------------------------------------
     Richard B. Davis
     Chief Financial Officer and Director


                                       19
<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 Richard B. Davis 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 Richard B. Davis pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------


                                       20