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

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

                   For the fiscal year ended December 31, 2006

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

        For the transition period from ______________ to _______________

                       Commission File Number: __________

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

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

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

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


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

Title of each class                    Name of each exchange on which registered

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


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

                         Common Stock, $.001 par value



                                (Title of Class)

<PAGE>


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

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

YES [ ] NO [X]

State issuer's revenues for its most recent fiscal year. $0. State the aggregate
market value of the voting stock held by non-affiliates computed by reference to
the price at which the stock was sold,  or the average  bid and asked  prices of
such stock,  as of a specified  date within the past 60 days:  $2,288,478  as of
December  31,  2006.  The  number of  shares  outstanding  of  Common  Stock was
53,445,239 as of December 31, 2006.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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

                                        2

<PAGE>



       Table of Contents

                                                                            Page

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

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

               3

<PAGE>


                            CAUTIONARY NOTE REGARDING

<PAGE>


                           FORWARD LOOKING STATEMENTS

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

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

                                        4


<PAGE>


                                     Part I

Item 1. Description of Business

Recent Activities

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

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

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

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

Business-Historical

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

                                        5

<PAGE>


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

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

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

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

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

                                        6

<PAGE>


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

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

Since August 22,  2002,  the Company has had no business  activities  other than
administrative costs necessary for researching an acquisition  candidate and for
remaining  a  publicly   reporting  entity.  At  December  31,  2006,  with  the
acquisition  of its new  subsidiary  IAG , the Company  had  revenues of $9,247.
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,  2006,  the
Company had six employees.

Item 2. Description of Property

The Company signed a lease for office premises in June 1999 for a period of five
years ending July 31, 2004,  for a minimum annual rent of $22,000 plus operating
costs. This lease has since been terminated.  The Company's rent expense for the
years ended  December  31, 2005 was  $15,000 and  December  31, 2004 was $0. The
Company received office space,  rent-free,  at Intercapital  Asset  Management's
leased  facility in New Jersey  under an informal  agreement  for the year ended
December 31, 2004.

Item 3. Legal Proceedings

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

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

None.

                                        7


<PAGE>


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

As of  December  31,  2006  there were 221  registered  holders of shares of the
outstanding common stock of the Company. The Company's common stock is traded on
the  over-the-counter  bulletin  board  ("OTCBB")  from 1998  under  the  symbol
TIEI.OB.

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

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

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

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

                                       8

<PAGE>


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


                  First Quarter  Second Quarter   Third Quarter   Fourth Quarter
                       2006           2006             2006            2006
                       ----           ----             ----            ----

 High Bid              $0.75          $1.05            $0.49           $0.28

 Low Bid               $0.30          $0.25            $0.20           $0.10

                       2005           2005             2005            2005
                       ----           ----             ----            ----

 High Bid              $0.52          $0.46            $0.33           $0.52

 Low Bid               $0.09          $0.22            $0.16           $0.23


Holders

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


                                       9

<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  there under in each of these  instances.  In each case, the Company
did not engage in  general  solicitation  and  advertising  and the shares  were
purchased  by  investors  with  whom  the  Company,  through  its  officers  and
directors, had preexisting relationships.  Each person had access to information
equivalent to that,  which would be included on a registration  statement on the
applicable form under the Securities  Act. The Company did not use  underwriters
for any of the transactions described below;  therefore,  these transactions did
not involve underwriter discounts or commissions.

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

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

General

The Company  presently has one subsidiary IAG Ltd which has had some sales since
its  acquisition  in July 2006.  It expects to increase  activities  in the year
2007.

Critical Accounting Policies and Estimates

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

Item 7. Financial Statements

                                       10

<PAGE>


                             TOTAL LUXURY GROUP INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                       (Amounts Expressed in U.S. Dollars)





                                       11

<PAGE>


INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Registered Public Accounting Firm                      F-2

Financial Statements:

    Consolidated Balance Sheets                                              F-3

    Consolidated Statements of Operations                                    F-4

    Consolidated Statements of Cash Flows                                    F-5

    Consolidated Statement of Changes in Stockholders' Deficiency            F-6

    Notes to Consolidated Financial Statements                       F-7 to F-14

                                       12

<PAGE>




Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of Total Luxury Group Inc.

We have audited the consolidated  balance sheet of Total Luxury Group Inc. as at
December 31,2006 and 2005 and the related consolidated  statements of operations
and  changes  in  stockholders'  deficiency  and cash  flows for the year  ended
December 31, 2006 and 2005.  These  consolidated  financial  statements  are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Total Luxury Group
Inc. as at December 31, 2006 and 2005 and the results of its  operations and its
cash flows for the year ended  December 31, 2006 and 2005,  in  conformity  with
generally accepted accounting principles in the United States of America.

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



                                       F-2



<PAGE>
<TABLE>
<CAPTION>





                             TOTAL LUXURY GROUP INC.
                           Consolidated Balance Sheets
                                                                                      December 31,
     (Amounts in United States Dollars)


                                                                                  2006            2005
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
     Assets:

Current assets

    Cash                                                                      $     39,920    $       --

    Deposits                                                                        30,000
    Accounts receivable, net of allowance of $104,379 and
     $0 at December 31, 2006 and 2005, respectively                                   --              --
                                                                              ------------    ------------

Total current assets                                                                69,920            --

Property and equipment, net                                                         38,225            --

Deposits                                                                            52,905            --
                                                                              ------------    ------------

Total Assets                                                                  $    161,050    $       --
                                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT:

Accounts payable                                                              $    455,098    $     12,000

Accrued legal settlement                                                           707,624            --

Other current liabilities                                                           10,740            --

Notes payable                                                                      256,088            --

Deferred compensation                                                                 --         1,325,450

Due to directors and stockholders                                                     --           692,664
                                                                              ------------    ------------

Total current liabilities                                                        1,429,550       2,030,114
                                                                              ------------    ------------

Common stock, $0.001 par value; authorized, 200,000,000 shares; issued and
outstanding, 53,455,239 and 7,603,826 shares at December 31, 2006 and 2005,
respectively                                                                        53,445           7,604

Additional paid in capital                                                      15,559,792       2,735,479

Accumulated deficit                                                            (16,881,737)     (4,773,197)
                                                                              ------------    ------------

Total shareholders' deficit                                                     (1,268,500)     (2,030,114)
                                                                              ------------    ------------

Total liabilities and shareholders' deficit                                   $    161,050    $       --
                                                                              ============    ============
</TABLE>


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

                                      F-3

<PAGE>





                             TOTAL LUXURY GROUP INC.
                      Consolidated Statements Of Operations


                                                         For the Years Ended
     (Amounts in United States Dollars)                       December 31,


                                                       2006            2005
                                                   ------------    ------------

Sales                                              $      9,247    $       --

Cost of sales                                                72            --
                                                   ------------    ------------
Gross profit                                              9,175            --
                                                   ------------    ------------

Operating expenses:

    Selling, general and administrative expenses      3,678,388          15,000

    Depreciation and amortization                       429,331            --

    Bad debt expense                                     70,189            --

    Impairment of long lived assets                   7,269,487          11,174
                                                   ------------    ------------

Total operating expenses                             11,447,395          26,174
                                                   ------------    ------------

Loss from operations                                (11,438,220)        (26,174)

Other income (expenses)

    Interest expense                                    (57,089)           --

    Gain on note settlement                               9,337            --

    Interest                                                 25            --

    Other income                                         27,942            --
                                                   ------------    ------------

                                                        (19,785)           --
                                                   ------------    ------------

Loss before provision for income taxes              (11,458,005)        (26,174)

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

Net loss                                           $(11,458,005)   $    (26,174)
                                                   ============    ============

Net loss per common share, basic and diluted       $       0.62    $       0.00
                                                   ============    ============

Weighted average number of shares outstanding        18,583,812       7,603,826
                                                   ============    ============

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

                                      F-4



<PAGE>
<TABLE>
<CAPTION>

                             TOTAL LUXURY GROUP INC.
                      Consolidated Statements Of Cash Flows

                  For the Year Ended December 31, 2006 and 2005

                  (Amounts expressed in United States Dollars)
                                                                                      For the Years Ended
                                                                                           December 31,
                                                                                       2006            2005
-------------------------------------------------------------------------------   ------------    ------------
<S>                                                                               <C>             <C>
Cash flows from operating activities:
-------------------------------------------------------------------------------   ------------    ------------
 Net loss                                                                         $(11,458,005)   $    (26,174)
                                                                                                       (26,174)
-------------------------------------------------------------------------------   ------------    ------------
 Adjustments required to reconcile net loss to net cash used in
   operating activities:
-------------------------------------------------------------------------------   ------------    ------------
      Depreciation and amortization                                                    429,331            --
-------------------------------------------------------------------------------   ------------    ------------
      Allowance for doubtful accounts                                                   70,189            --
-------------------------------------------------------------------------------   ------------    ------------
      Gain on settlement                                                                (9,337)           --
-------------------------------------------------------------------------------   ------------    ------------
      Impairment of long-lived assets                                                7,269,487          11,174
-------------------------------------------------------------------------------   ------------    ------------
      Compensation and consulting paid with stock                                    1,541,953            --
-------------------------------------------------------------------------------   ------------    ------------
Changes in operating assets and liabilities,
    excluding the effects of acquisitions:
-------------------------------------------------------------------------------   ------------    ------------
      Other assets                                                                     (71,375)           --
-------------------------------------------------------------------------------   ------------    ------------
      Accounts payable and accrued liabilities                                        (125,696)        (34,000)
-------------------------------------------------------------------------------   ------------    ------------
      Accrued Legal Settlement                                                          57,089            --
-------------------------------------------------------------------------------   ------------    ------------
Net cash flow used in operating activities                                          (2,296364)         (49,000)
-------------------------------------------------------------------------------   ------------    ------------
Cash flows from investing activities:
-------------------------------------------------------------------------------   ------------    ------------

-------------------------------------------------------------------------------   ------------    ------------
Cash flows from financing activities:
-------------------------------------------------------------------------------   ------------    ------------
      Proceeds from sale of stock                                                      650,000            --
-------------------------------------------------------------------------------   ------------    ------------
      Borrowings on notes payable                                                      220,643            --
-------------------------------------------------------------------------------   ------------    ------------
      Advances from (repayments to) directors and stockholders                       1,463,607          49,000
-------------------------------------------------------------------------------   ------------    ------------
Net cash flow provided by financing activities                                       2,334,250          49,000
-------------------------------------------------------------------------------   ------------    ------------
Net increase (decrease) in cash                                                   $     37,886    $       --
-------------------------------------------------------------------------------   ------------    ------------
Cash beginning of year                                                            $       --      $       --
-------------------------------------------------------------------------------   ------------    ------------
Cash end of year                                                                  $     37,886    $       --
-------------------------------------------------------------------------------   ------------    ------------
Supplemental disclosure of cash flow information:
-------------------------------------------------------------------------------   ------------    ------------
Cash paid for interest                                                            $       --      $       --
-------------------------------------------------------------------------------   ------------    ------------
Cash paid for taxes                                                               $       --      $       --
-------------------------------------------------------------------------------   ------------    ------------
Non-cash investing activities:
-------------------------------------------------------------------------------   ------------    ------------
Net assets acquired for common stock in purchase of IAG                           $  6,266,500    $       --

-------------------------------------------------------------------------------   ------------    ------------
Licenses acquired with common stock                                               $    300,000    $       --
-------------------------------------------------------------------------------   ------------    ------------
Non-cash financing activities:
-------------------------------------------------------------------------------   ------------    ------------
Reduction of debt with issuance of common stock                                   $  4,176,701    $       --
-------------------------------------------------------------------------------   ------------    ------------
Increase in liabilities due to prior period adjustment                            $    650,535    $       --
-------------------------------------------------------------------------------   ------------    ------------
</TABLE>
                                      F-5

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

<PAGE>
<TABLE>
<CAPTION>


                             TOTAL LUXURY GROUP INC.
            Consolidated Statements Of Stockholders Equity (deficit)

                  For the Year Ended December 31, 2006 and 2005

                       (Amounts in United States Dollars)


                                                                                                     Additional         Total
                                                      Common Shares                      Paid-in     Accumulated    Stockholders'
                                                       Outstanding    Common Stock       Capital        Deficit        Deficit
                                                      ------------    ------------    ------------   ------------    ------------
<S>                                                   <C>             <C>             <C>            <C>             <C>
Balance at December 31, 2004                             7,603,826    $      7,604    $  2,735,479   $ (4,747,023)   $ (2,003,940)
Net loss for the year ended December 31, 2005              (26,174)        (26,174)              (
                                                      ------------    ------------    ------------   ------------    ------------
Balance at December 31, 2005                             7,603,826           7,604       2,735,479     (4,773,197)     (2,030,114)
                                                      ------------    ------------    ------------   ------------    ------------
Issuance of shares to acquire International Apparel      7,550,000            --         6,266,500
  Group                                                      7,550       6,258,950
Issuance of shares to repay indebtedness of
  International Apparel Group                            1,700,000           1,700         683,280           --           684,980
Issuance of common stock to acquire YMLA and Cabral
  licenses                                                 500,000             500         299,500           --           300,000
Issuances of common stock to repay indebtedness of
  the Company                                           20,804,979          20,805       3,470,916           --         3,491,721
Issuance of common stock to cancel employee stock
  options                                                6,944,445           6,944       1,173,611           --         1,180,555
Private placement of common stock, net of offering
  costs of $65,000                                       6,500,000           6,500         578,500           --           585,000
Issuance of common stock to satisfy obligations to
  former employees                                         989.989             990         185,007           --           185,987
Issuance of stock to pay for consultants                   852,000             852         174,548           --           175,400

Net loss for the year ended December 31, 2006                 --              --              --      (11,458,005)    (11,458,005)
Prior period adjustment - See Note 2                      (650,535)       (650,535)

                                                      ------------    ------------    ------------   ------------    ------------
Balance at December 31, 2006                            53,445,239    $     53,446    $ 15,559,791   $(16,881,737)   $ (1,268,500)
                                                      ============    ============    ============   ============    ============
</TABLE>


                                      F-6

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



<PAGE>




                             TOTAL LUXURY GROUP INC.

Notes to Consolidated Financial Statements December 31, 2006 and 2005

                  (Amounts expressed in United States Dollars)



Note 1- Summary of Significant Accounting Policies

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

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

Operations

The Company presently has no ongoing operations

Use of Estimates in the preparation of the financial statements

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

Depreciation

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

Cash and Cash Equivalents

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

Earnings (Loss) Per Share

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

                                       F-7

<PAGE>




                             TOTAL LUXURY GROUP INC.

Notes to Consolidated Financial Statements December 31, 2006 and 2005

                  (Amounts expressed in United States Dollars)



Fair Value of Financial Instruments

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

Valuation of Long-Lived Assets

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

Income taxes

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

Deferred Income taxes

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

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

Comprehensive Income

The Corporation has adopted SFAS No. 130 Reporting  Comprehensive  Income.  This
standard requires companies to disclose  comprehensive income in their financial
statements.  In addition to items included in net income,  comprehensive  income
includes items currently charged or credited  directly to stockholders'  equity,
such as foreign currency translation  adjustments.  For the years ended December
31, 2006 and 2005 the company had no components of comprehensive income.


                                       F-8

<PAGE>




                             TOTAL LUXURY GROUP INC.

Notes to Consolidated Financial Statements December 31, 2006 and 2005

                  (Amounts expressed in United States Dollars)



Recently issued accounting policies

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

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

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

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

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

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

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

                                       F-9

<PAGE>



                             TOTAL LUXURY GROUP INC.

Notes to Consolidated Financial Statements December 31, 2006 and 2005

                  (Amounts expressed in United States Dollars)



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

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

Other

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

The Company paid no dividends in 2006 or 2005.

Reclassifications

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

Note 2 - Prior Period Adjustment

As a result of the  litigation  as disclosed in Note 9, the Company has recorded
the liability  plus the accrued  interest.  As this judgment dated back to 2003,
the Company recorded as a prior period  adjustment the judgment plus the accrued
interest through December 31, 2005, amounting to $650,535.

Note 3 - 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 4 - Business activities

Total Luxury  Group,  Inc.,  formerly  known as Total  Entertainment  Inc.  (the
Company),   incorporated  in  the  State  of  Indiana,  had  three  wholly-owned
subsidiaries,  Intercapital Global Fund Ltd.  (Intercapital Global), an Antiguan
company,  Intercapital Canada Ltd.  (Intercapital  Canada),  incorporated in the
Province  of  Quebec,  and Total  Entertainment  (Delaware)  Inc.,  an  inactive
Delaware  company.  The  Company,  prior  to  the  acquisition  of  IAG,  had no
subsidiaries.

>From  August  22,  2002  through  June 30,  2006 the  Company  had no  business
activities  other  than  administrative  costs  necessary,  for  researching  an
acquisition candidate and for remaining a publicly reporting entity.

Acquisition

On May 1, 2006 the Company  announced  that it has entered  into an agreement to
acquire an apparel holding company known as  International  Apparel Group,  Inc.

                                      F-10

<PAGE>

("IAG"),  for 7,550,00 shares of the Company's  common stock. The closing was on
July 1, 2006.  The  acquisition  was accounted for under the purchase  method of
accounting.  Accordingly,  the results of  operations of IAG are included in the
consolidated results of the Company as of July 1, 2006, the date of acquisition.
Under the purchase method of accounting,  the Company has allocated the purchase
price of $6,266,500  based on a closing price of the company stock of $0.83,  to
assets  and  liabilities  acquired  based upon their  estimated  fair  values as
follows:

Current Assets                        $    68,155
Fixed Assets                               44,135
Other assets                               11,530
Current liabilities
                                      -----------
Total Purchase price                  $ 6,266,500
                                      ===========



Accounting  principles  generally  accepted in the United  States  require  that
assets  acquired and  liabilities  assumed be recorded at their  respective fair
market value. Had an evaluation of assets acquired and liabilities  assumed been
conducted,  it is probable  that  amounts  recorded as goodwill  and  intangible
assets could have been assigned to other identifiable  assets and liabilities or
reallocated  amongst the  categories  reflected in these  financial  statements.
Management has estimated the values based on information  available to it at the
current  time.  Had an evaluation of the acquired  assets and  liabilities  been
performed, the allocated amounts recorded in the December 31, 2006 balance sheet
of certain  identifiable  intangible assets with definite useful lives, may have
reduced  goodwill and  increased  depreciation  and  amortization  expense by an
amount that cannot be determined without a proper evaluation.  Management,  as a
result of its decision to spin off IAG , the Company  wrote off its  investment.
As a result the accompanying  State of Operations  reflect an impairment of long
lived assets of approximately 7.3 million.

                                      F-11

<PAGE>



                             TOTAL LUXURY GROUP INC.

Notes to Consolidated Financial Statements December 31, 2006 and 2005

                  (Amounts expressed in United States Dollars)



Note 4 - Fixed Assets

At December 31, 2005 and 2006, fixed assets consisted of the following:

                                 December 31, 2005   December 31, 2006

                                 -----------------   -----------------

Office Equipment and furniture   $            --     $          63,655
Less: accumulated depreciation                --               (25,430)

                                 -----------------   -----------------
Fixed assets, net                $            --     $          38,225

                                 =================   =================


Note 5. Capital stock and stock options

(a)  Common stock transactions

During 2006, the Company, in addition to the 7,550,000 shares of stock issued in
connection  with the acquisition of IAG also issued  1,700,000  shares to reduce
certain liabilities of IAG, including unpaid salaries and loans. In August 2006,
the Company  issued  400,000  shares of Common  Stock and a small sum of cash to
acquire a license  agreement  with Castle Hill  Apparel,  Inc. for the worldwide
master licenses for the young men's labels YMLA and Y-Chrome. In September 2006,
The Company  issued  100,000 shares of Common Stock to Garth Cabral to acquire a
license  to market  Cabral  Clothing.  In  December  2006,  the  Company  issued
20,804,979  shares to repay  indebtedness  of the company In December 2006 , the
Company  issued  6,944,445  shares to cancel the stock  options of Inter Capital
Asset  Management Ltd. In December 2006, the Company issued 6,500,000 shares for
a private  placement  offering In December  2006 , the  Company  issued  989,989
shares to satisfy obligations to former employees.In  December 2006, the Company
issued 852,000 shares to pay for services rendered from consultants.

(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 upon
issuance.

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.

                                      F-12

<PAGE>

The Company had no options  granted,  exercised  or  forfeited  during the years
ended December 31, 2006 and 2005.  The following  table  summarizes  information
about the shares outstanding and exercisable for options,  at December 31, 2006.

Remaining       Number          Weighted-              Contractual
excercisable    Outstanding     average number         remaining
prices                          excercisable           in years
-----------------------------------------------------------------
  $.08         10,000,000        10,000,000              0.1
   .20          1,575,000        1,575,000               0.75
  $.18          2,500,000        2,500,000
-----------------------------------------------------------------


During the 4th quarter of 2006,  the company issued  6,944,445  common shares to
the  holders of the above  stock  options in order to cancel the options and the
plan. As of December 31, 2006, there are no options outstanding under this plan.


Note 6. Related party transactions


(a) Deferred Compensation

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

(b) Due To Directors and Stockholders

>From time to time, directors and stockholders of the Company have directly paid
certain Company expenses. Such directors and stockholders have also supplied the
Company with cash  advances  during 2006 and  2005.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.

In  December  of 2006,  the  Company  issued  20,804,979  common  shares in full
satisfaction of these obligations


                                      F-13

<PAGE>




                             TOTAL LUXURY GROUP INC.

Notes to Consolidated Financial Statements December 31, 2005 and 2004

                  (Amounts expressed in United States Dollars)



Note 7. Income taxes

The Company had net operation losses of  approximately  $1,660,000 , which could
be used to offset future United States taxable  income.  However,  net operating
losses and other  deferred  expenses  generated in years for which no income tax
returns have been filed,  or are not accepted by the Internal  Revenue  Service,
may not be available.  Deferred tax assets arising from these net operating loss
carry forward,  deferred  compensation and certain  accruals,  if any, are fully
reserved due to the uncertainty of future utilization.  The Company did not have
any  significant  taxable  income in the  United  States or Canada for the years
ended December 31, 2006 and 2005.

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 8 - Commitments and Contingencies

Litigation

The Company currently has a judgment against them in the amount of approximately
$519,000  excluding  interest,  which  was  rendered  in a court in the State of
Florida by a creditor  of a  previously  owned  subsidiary.  It is  management's
belief that the creditor of the former  subsidiary should have filed this action
against the former  subsidiary.  This  contingent  liability is reflected in the
balance sheet as at December 31, 2006. Employment Contracts

Concurrently  with the  acquisition  of IAG,  the  Company  entered  into 5 year
employment   contracts  with  the  President  and  Vice  President  of  Business
Development,  Acquisitions and Licensing of IAG. The contracts  provide for base
salaries of $120,000 per annum and non  guaranteed  bonuses of up to 100% of the
salary. The base salary can be adjusted by the board of directors annually.

Note 9 - Subsequent Events

The Company announced a plan to restructure the company,  which will include the
spin-off  of its  apparel  operations  including  its  subsidiary  International
Apparel  Group,  Inc.,  and the  registration  of its  shares  for  trading as a
separate  public company.  Under the plan,  shareholders of record on the record
date of the  spin-off  will,  in  addition  to their  current  holdings,  become
shareholders  of the new public  company.

Company  President  Robert  D.  Bonnell  previously  stated,  "Since  we are now
pursuing two different  business  models in two different  industries,  we think
this plan is the most viable way to maximize shareholder value."

Although  the  Company has not yet set a record  date for the  spin-off,  it has
announced  that it will  immediately  begin to  investigate  the legal and other
requirements  for the  restructuring,  including  compliance  with the  relevant
state,  federal and SEC rules and  regulations.  The Company is advised that the
restructuring  and  registration  process could take as long as 6 - 12 months or
more before completion,  based on the legal requirements for shareholder,  state
and federal approval,  SEC approval and SEC effectiveness.  The record date will
be set and  announced in accordance  with the corporate  laws of Indiana and the
Company's  by-laws.

                                      F-14

<PAGE>

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

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

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

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

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

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

                                      F-15


<PAGE>


Item 8(a) Controls and Procedures

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

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

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

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

Changes in Internal Controls Over Financial Reporting

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

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

                                       26


<PAGE>


                                    PART III

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

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

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

 Sandy J. Masselli, Jr. (1)(4)        43   Chairman of the Board and
                                           Chief Executive Officer
 Robert  D. Bonnell (1)(2)(3)(4)      60   President and Director
 Robert M. Lawand  (3)                56   Director and Chief Financial Officier
 Janon Costley                        32   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.

ROBERT M. LAWAND has served as a director of the Company  since January 1, 2006.
He is a Chartered Accountant in Canada, licensed to practice in the provinces of
Quebec,  Ontario and British Columbia.  From 1981 to the present, Mr. Lawand has
been engaged in the private practice of accounting,  providing  services to many
companies and individuals.  Prior to then he has served in the audit departments
of such accounting firms as Deloitte, Touche in Canada

                                       27
<PAGE>


JANON COSTLEY has served as a director of the Company since July , 2006.

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



                                       28
<PAGE>




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

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

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

Item 10. Executive Compensation

Compensation of Directors

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

Deferred Compensation of Officers

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

Issuances and Payments

The Company is not a party to any  employment or consulting  agreement  with any
named  executive  officers.  Set  forth  below  is  information  concerning  the
compensation for the chief executive officer. No other executive officers of the
Company earned any compensation in the year ended December 31, 2006.

Sandy J. Masselli, Jr.

                  Summary Compensation                 Awards
                  --------------------                ----------
                    Other                   Securities
                    Annual                  Underlying
   Year             Salary      Bonus       Compensation      Options/SARs
 --------         ----------   -------    -----------------  ----------------
  2005                $0         $0            $0                   $0
  2006                $0         $0            $0                   $0



                                       29
<PAGE>






(1)  Mr.  Masselli  became  the Chief  Executive  Officer  of the  Company as of
     January 23, 1998. He agreed to defer the compensation due him pursuant to a
     deferred compensation arrangement.  As at December 31,2005 the Company owed
     Mr. Masselli approximately $1,325,000 in deferred compensation. This amount
     was settled by way of stock Issuance in December 2006.


     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, 2006.

     Aggregate Option Exercises in Fiscal 2006 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, 2006.


Item 11. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the common stock and total voting stock as of December, 31 2006 by:
(i) each  stockholder  known by us to  beneficially  own in  excess of 5% of the
outstanding shares of common stock; (ii) each director;  and (iii) all directors
and officers as a group. As of December 31, 2006,  there were 53,445,239  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.

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),



                                       30
<PAGE>



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

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

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

Other

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

Item 13. Exhibits

          14.1 Code of Ethics

          21.1 Subsidiaries of the Small Business Issuer

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

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



                                       31
<PAGE>




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

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

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


Item 14. Principal Accountant Fees and Services

AUDIT FEES:  The audit fees for 2006 from  Berkovits,  Lago & Company,  LLP were
$20,000 and the audit fees from Schwartz, Levitsky, Feldman for 2005 were $3,000
for the annual audit and review of Form 10-KSB .

TAX FEES:  The fees for the corporate tax return for 2006 will be $0 as compared
to $0 for 2005 returns.

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

SIGNATURES

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

TOTAL LUXURY GROUP, INC.

                                       /S/ Sandy J. Masselli, Jr.
                                       -----------------------------------------
 Date: March 31, 2007                 Sandy J. Masselli, Jr.,
       Chief Executive Officer, Chairman of the Board of Directors, and Director


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

                                       By: /s/ Sandy J. Masselli, Jr.
                                       Date:  March 31, 2007
                                       -----------------------------------------
                                       Sandy J. Masselli, Jr.,
                                       Chief Executive Officer, Chairman
                                       of the Board of Directors, and Director

                                       By: /s/  Robert D. Bonnell
                                       Date:  March 31, 2007
                                       -----------------------------------------
                                       Robert D. Bonnell
                                       President and Director

                                       By: /s/  Robert M.Lawand
                                       Date:  March 31, 2007
                                       -----------------------------------------
                                       Robert M. Lawand
                                       Director



                                       32
<PAGE>




                                  EXHIBIT INDEX



14.1 Code of Ethics



21.1 Subsidiaries of the Small Business Issuer



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


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

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

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

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



                                       33
<PAGE>