SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A

(Mark One)

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

     For the fiscal year ended December 31, 2004.

                                       OR

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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 or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

501 FIFTH AVENUE Suite 2001 NEW YORK, NY                           10017
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)

                                 (212) 682-7888
                           ---------------------------
                           (Issuer's telephone number)


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

                                                 Name of Each Exchange
   Title of Each Class                           on Which Registered
------------------------------------    ----------------------------------------
         None                                          None
------------------------------------    ----------------------------------------


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

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                     ---------------------------------------
                                (Title of Class)

Check  whether  the  issuer  (1) filed all  reports 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 there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B 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. [X]

The issuer's net revenues for its most recent fiscal year were $0.00.




<PAGE>

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity,  as of December
31, 2004 WAS $2,288,478.

As of December  31, 2004,  there were  7,603,826  shares of the issuer's  common
stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

Statements  contained  in the annual  report that are not  historical  facts are
forward-looking  statements  as that term is defined in the  Private  Securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are subject to
risks and  uncertainties,  which could cause actual results to differ materially
from estimated  results.  Such risks and  uncertainties  are detailed in filings
with the Securities and Exchange  Commission,  including  without  limitation in
Descripition  of Business  and  Management  Discussion  and  Analysis Or Plan of
Operation.
















<PAGE>

                          INDEX TO FINANCIAL STATEMENTS



Independent Auditor's Report                                                 F-2

Financial Statements:

Balance Sheets as of December 31, 2004 and 2003                              F-3

Statements of Operations for the Year ended December 31, 2004 and 2003       F-4

Statement of Changes in Shareholders' Equity for the Year ended
December 31, 2004 and 2003                                                   F-5

Statement of Cash Flows for the Year ended December 31, 2004 and 2003        F-6

Notes to Financial Statements                                                F-7





















<PAGE>

                                AUDITOR'S REPORT


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.


Montreal, Quebec, Canada
September 1, 2005



Schwartz Levitsky Feldman, LLP
Chartered Accountants




                                      F-2
<PAGE>

Total Luxury Group, Inc.

Balance Sheets
As At December 31, 2004 and 2003

(Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------


                                                         2004           2003
                                                     -----------    -----------
ASSETS


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

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


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

                                                          11,174         15,449
                                                     -----------    -----------
                                                     $    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
                                                     ===========    ===========


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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

TOTAL LUXURY GROUP INC.
Statements Of Operations
For the Year Ended December 31, 2004 and 2003

(Amounts expressed in United States Dollars)


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

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>
<TABLE>
<CAPTION>

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

                                      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      (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      (1,771,797)
Feb 13,2003 Stock split
100:1 on 62,908,443 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-5
<PAGE>
<TABLE>
<CAPTION>

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



                                                               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-6
<PAGE>

TOTAL LUXURY GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

         The following  discussion  includes the business of the Company,  since
August 22,2002  through  November 19, 2004 e Company 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 in an asset  purchase  agreement with Beth
Bender, Inc. a development stage enterprise.  After further due diligence, Total
Luxury Group,  Inc. and Beth Bender,  Inc mutually agreed to terminate the asset
purchase agreement.  Where relevant, all numbers retroactively take into account
the operations of the Company.


         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.



                                      F-7
<PAGE>

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.


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



                                      F-8
<PAGE>

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.


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



                                      F-9
<PAGE>

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.

(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>

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.

(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).



                                      F-11
<PAGE>

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.

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



                                      F-12
<PAGE>

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 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The Company's officers and directors are as follows:


     Name                       Age       Position(s)

Sandy J. Masselli, Jr.          42        Chairman of the Board and Chief
                                                        Executive Officer
Robert D. Bonnell               59        President and Director
Richard B. Davis                 58        Director and Chief Financial Officer
Samuel G.S. Huges            60        Director

TERMS OF DIRECTORS

Mr. Sandy Maselli has served as directors of the Company since January 21, 1998.
Mr.  Bonnell,  and Mr.  Davis have  served as  directors  of the  Company  since
September  30,  1998.  Mr.  Hughes has served as director  of the Company  since
January 12,  2004.  The  directors  of the Company  serve as such until the next
annual  meeting of  stockholders  and until  their  successors  are  elected and
qualified.

BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

Sandy J. Masselli,  Jr. has served as the Chairman of the Board, Chief Executive
Officer,  President and a 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 or Senior Vice President 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 holds 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  Communicer,  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
in the past served as a director of several other companies,  including  Windsor
Investments S.A. in Luxemburg,  Tudor Deutche  International  and Windsor Energy
Corporation in Tulsa,  Oklahoma (which position he currently  holds). He holds a
Bachelor of Arts (Honors) degree 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 State Society of Certified  Public
Accountants and the New Jersey Society of Certified Public Accountants. He holds
a Bachelor of Business Administration degree from City College of New York.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

The Company is not aware of any material  legal  proceedings  that have occurred
within the past five years concerning any director,  director nominee,  promoter
or control  person  which  involved a criminal  conviction,  a pending  criminal
proceeding,  a pending or concluded  administrative or civil proceeding limiting
one's  participation  in the securities or banking  industries,  or a finding of
securities or commodities law violations.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the SEC).  Officers,  directors and greater than ten percent  shareholders  are
required by SEC  regulation  to furnish  the Company  with copies of all Section
16(a) forms they file.

Based solely on the Company's review of the copies of such forms received by it,
or written  representations from certain reporting persons, the Company believes
that,  during the fiscal year ended December 31, 2004,  all filing  requirements
applicable  to the  Company's  officers,  directors and greater than ten percent
beneficial owners were complied with.


<PAGE>
<TABLE>
<CAPTION>

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth  certain  summary  information  concerning  the
aggregate compensation paid to the Company's 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 TABLE



                                                                                Long-Term
                                                                               Compensation
                                      Annual Compensation                       Securities
Name and                              -------------------    Other Annual       Underlying
Principal Position(s)         Year    Salary ($)    Bonus    Compensation    Options/SARs (#)
---------------------------   ----    ----------    -----    ------------    ----------------
<S>                           <C>     <C>           <C>      <C>             <C>
Sandy J. Masselli, Jr.(1)     2003    1,000,000       0            0               0
Chairman of the Board         2002    100,000(2)      0            0               0
and Chief Executive Officer
</TABLE>




1.   Sandy  Masselli,  Jr. became Chief  Executive  Officer of the Company as of
     January 23, 1998 as part of the Merger.

2.   See Deferred Compensation Arrangements below.

STOCK OPTIONS

No stock  options  were  granted or  exercised  during  2004 to or by any of the
Company's named executive officers.

LONG-TERM INCENTIVE PLANS

The Company made no awards to the named  executive  officers under any long-term
incentive plan in 2004.

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 allowed for  attendance  at each  meeting.  Directors  of the
Company may also serve the Company in other  capacities as an officer,  agent or
otherwise,  and may  receive  compensation  for  their  services  in such  other
capacity.

DEFERRED COMPENSATION ARRANGEMENTS

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.

EMPLOYMENT AGREEMENTS

The Company is not a party to any  employment or consulting  agreement  with any
named executive officer.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership of the  Company's  Common Stock by (i) each person who is known by the
Company  to  beneficially  own more than five  percent of the  Company's  Common
Stock,  (ii)  each of the  Company's  directors,  (iii)  each  of the  executive
officers  named  in the  Summary  Compensation  Table  set  forth  in Item 10 --
EXECUTIVE  COMPENSATION,  and (iv) all directors  and executive  officers of the
Company as a group. Unless otherwise  indicated,  the address of such persons is
501 Fifth Avenue, New York, New York 10017.


<PAGE>

                                         Number of Shares
                                         of Common Stock
Name and Address of Beneficial Owner  Beneficially Owned(1)  Percent of Class(2)
- ----------------------------------- ---------------------  -------------------

Sandy J. Masselli, Jr                     72,500,000(3)             59.5
Robert D. Bonnell                          2,350,000(4)              4.0
John Masselli                                750,000(5)              1.2
Richard B. Davis                             250,000(6)               .4
Intercapital Asset Management Limited     57,000,000(7)             49.8
  c/o The Royal Bank of Scotland
  Shirley & Charlotte Street
  Nassau, The Bahamas
All directors and executive officers      75,850,000                65.1
as a group (first 4 persons)

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.

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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FORMATION OF THE COMPANY

The Company was incorporated on April 22, 1993 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 Corporation,  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

<PAGE>

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 of 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.


ITEM 14. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's  Common Stock is currently traded on the OTC bulletin board market
maintained by Nasdaq under the symbol  TlEI.ob.  The following  table sets forth
the range of the high and low bid quotations for the Company's  Common Stock for
the periods  indicated  (as reported by Nasdaq).  The bid  quotations  set forth
below  reflect  inter-dealer  prices,  without  retail  mark-up,   mark-down  or
commission, and may not represent actual transactions:

                                                 High      Low
                                                 ----      ---

Fiscal Year Ended December 31, 2003:
    First Quarter ........................       $0.01    $0.01
    Second Quarter .......................        0.01     0.01
    Third Quarter ........................        0.01     0.01
    Fourth Quarter .......................        0.10     0.49


                                                 High      Low
                                                 ----      ---

Fiscal Year Ended December 31, 2004:
    First Quarter ........................       $0.12    $0.39
    Second Quarter .......................        0.12     0.17
    Third Quarter ........................        0.10     0.17
    Fourth Quarter .......................        0.05     0.17


SECURITY HOLDERS AND DIVIDENDS

As of December  31, 2004 there were  approximately  146 holders of record of the
Company's  Common Stock. The Company has not declared or paid any cash dividends
on its Common Stock during the past two fiscal  years.  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.



<PAGE>

ITEM 15. EXHIBITS INDEX

The exhibits designated with an asterisk (*) have been previously filed with the
Commission  and,  pursuant to 17 C.F.R.  Section  230.411,  are  incorporated by
reference to the document  referenced in brackets  following the descriptions of
such exhibits.

      3.1   Certificate of Incorporation and amendments*
      3.2   Bylaws*
      10.1  Merger  Agreement  dated November 17, 1997 entered into between Mint
            Energy  Corporation  and Kit Farms  Inc.,  as  amended  by the First
            Amendment   thereto   dated   January   15,   1998,   and   Plan  of
            Merger/Exchange dated January 23, 1998*
      10.2  License  Agreements  dated April 9, 1999 and June 23,  1999  between
            Intercapital  Global  Fund,  Ltd.  and Online  Gaming  Systems,  Ltd
            (f/k/a.  Atlantic  International  Entertainment,  Ltd.), and related
            Software Support Maintenance Agreements*
      10.3  Amended and Restated  Purchase  Agreement  dated May 5, 1999 between
            Intercapital Global Fund, Ltd. and Summerhill Gaming Limited*
      10.4  Agreement  dated August 18, 1998 between  Intercapital  Global Fund,
            Ltd. and MPACT Immedia Transaction Services Ltd.*
      10.5  Equipment  Lease  Agreement  dated  August 18,  1999  between  Total
            Entertainment  Canada, Ltd. (formerly  Intercapital Canada Ltd.) and
            Dell Financial Services Canada Limited*
      10.6  Lease Agreement dated June 22, 1999 between Marine  Properties Ltd.,
            as  Landlord,   and  Total  Entertainment   Canada,  Ltd.  (formerly
            Intercapital Canada Ltd.), as Tenant*
      10.7  Lease Agreement dated July 30, 1999 between  Devonshire House, Ltd.,
            as Landlord, and Intercapital Global Fund, Ltd., as Tenant*
      10.8  Revolving Credit Note dated May 5, 1999 payable to Summerhill Gaming
            Limited*
      10.9  Marketing  and License  Agreement  dated  January  14, 2000  between
            Intercapital Global and Online Gaming Systems, Ltd.*
      10.10 Information  Services  Provider  Agreement  dated  February  1, 2000
            between    Intercapital    Global   and   Caribbean    Entertainment
            International, S.A.*
      10.11 Purchase  Agreement dated March 1, 2000 between  Intecapital  Global
            and  Netforfun.com  Inc., and related Software  Support  Maintenance
            Agreement*
      10.12 Agreement  with  Summerhill  Gaming  Limited  dated  March 24,  2000
            regarding debt to equity conversion*
      10.13 Form 8-K dated August 26,2002*
      10.14 Form 8-K dated September 10,2002*
      10.15 Form 8-K/A dated November 19,2002*
      10.16 Form 8-K dated January 27,2004*
      10.17 Form 8-K dated April 2,2004*
      10.18 Form 8-K dated June 2,2004*
      10.19 Form 8-K dated June 8,2004*
      10.20 Form 8-K dated January 27,2005*
      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.




<PAGE>

SIGNATURES

In accordance  with Section 13 or15 (d) of the Securities  Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


                                       TOTAL ENTERTAINMENT INC.

                                       By  /s/ SANDY J. MASSELLI, JR.
                                          --------------------------------------
                                          Sandy J. Masselli, Jr.,
                                          Chairman of the Board, Chief Executive
                                          Officer Director

Dated September 1, 2005

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

SIGNATURE                        TITLE                                DATE
----------                       -----                                ----

 /s/ ROBERT D. BONNELL           President                      September 1,2005
---------------------------

 /s/ RICHARD B. DAVIS            Director and                   September 1,2005
---------------------------      Chief Financial Officer

 /s/ SAMUAL G.S. HUGES           Director                       September 1,2005
---------------------------


September 1,2005